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Terms and conditions

Definitions

Brut23: the private limited company “KARU”, trading as Brut23, with registered office at Armand Hertzstraat 11, 3500 Hasselt, Belgium. Company number 0799.588.123, VAT number BE0799.588.123 and excise number BE2H000871500.

Buyer or Customer: any natural person or legal entity that purchases one or more product(s) or services, places an order, or requests a quotation.

Website: www.brut23.be

Scope

Our general terms and conditions apply in full and without exception to all quotations, orders, sales, deliveries and invoices. The customer formally acknowledges having read and accepted these terms without reservation. If the buyer’s purchasing terms conflict with Brut23’s general sales terms, only these latter terms shall prevail.

Deviations from these terms are only possible if expressly agreed in writing by Brut23 and the Buyer. Such written deviations are valid only for the agreement to which they relate and cannot be invoked for any other, even similar, agreements.

These Terms and Conditions do not affect the statutory rights mandatorily granted to the Buyer under applicable national consumer protection law, including the statutory warranty of conformity of goods.

The possible invalidity of any provision of these Terms and Conditions, or part of a provision, shall not affect the applicability of the remaining provisions and/or the remainder of the provision. In the event of invalidity, Brut23 and the Buyer shall, insofar as possible and in good faith, negotiate to replace the invalid provision with an equivalent provision consistent with the general intent of these Terms and Conditions.

If Brut23 does not enforce or apply one or more of the rights listed in these Terms and Conditions, whether occasionally or repeatedly, this shall only be regarded as tolerance of a specific situation and shall not result in waiver or loss of rights. Such failure can never be seen as a waiver of the relevant provision(s) and shall never affect the validity of these rights.

Brut23 always has the right to amend these Terms and Conditions. It is the Buyer’s responsibility to review these Terms and Conditions regularly.

Prices

Our prices are expressed in euros. Prices do not include transport costs or price changes beyond the seller’s control. Price changes may result from increases in production costs, raw materials, wages, transport costs, and charges and/or taxes imposed by authorities. Our prices include excise duties and environmental levies where applicable to the product sold.

Any offer on the Website, in catalogues, newsletters, notes, brochures and other advertising announcements is for information purposes only. Brut23 may change or withdraw Website offers at any time. Offers are valid while stocks last. Obvious mistakes and/or obvious errors in an offer are not binding on Brut23. Although catalogues, the Website and other advertising announcements are prepared with the greatest care, the information provided may be incomplete, contain material errors or be out of date. Brut23 is only bound by an obligation of means regarding the accuracy, updating or completeness of the information offered. Brut23 shall in no event be liable for material, typesetting or printing errors.

Quotations

Our quotations are valid for a period of 30 days only. An order becomes final only once accepted by the seller.

A quotation is valid only for the specific assignment to which it relates and therefore does not automatically apply to subsequent similar assignments.

Changes

Changes to orders must be expressly agreed in writing.

A professional Buyer has no right of withdrawal in any case.

Delivery times

Our delivery times are always approximate and will be met as far as possible. Late deliveries can never give rise to cancellation of the order, termination of the sale, a price reduction, or payment of any compensation by our company to the buyer.

Deliveries, warranty and complaints

All shipments to the buyer are at the buyer’s risk, even if our company arranges the transport. Transport costs are subject to the conditions stated on the company’s price lists or website.

The Buyer must carry out an initial inspection immediately upon receipt of the purchased products. This immediate inspection duty relates, among other things (by way of example), to quantity, conformity of the delivery, visible defects, correct location(s), etc. Any immediately verifiable discrepancies must, under penalty of forfeiture, be reported to Brut23 in writing within 48 hours of delivery (by post or via cindy@brut23.be), referring to the correct delivery note number and/or the Order Confirmation.

Using, processing, repackaging and/or reselling products delivered by Brut23 shall be deemed inspection and acceptance, constitutes final delivery of the relevant products, and releases Brut23 from its responsibilities and liability.

Complaints regarding hidden defects in delivered products must, under penalty of inadmissibility, be notified to Brut23 in writing (by post or by email) within 2 months of discovering the defect, with reference to the correct delivery note number and/or Order Confirmation. Such complaints may be reported within the statutory warranty period, with the understanding that Brut23 shall not be liable for any loss of quality caused by factors inherent to the nature of the product (including, but not limited to, normal ageing). Brut23 undertakes to accept properly reported complaints within 365 calendar days after delivery. Complaints regarding possible cork taint are always accepted. In no event shall Brut23 be liable for loss of quality or damage resulting from handling or improper use of the products by the Buyer.

For complaints reported on time and correctly, Brut23 will, at its sole discretion: (1) replace the defective products, provided the same products are still in stock. If the product is no longer in stock, Brut23 may choose to provide an equivalent (e.g., a wine from a more recent vintage); or (2) take back the defective product and issue a credit note to the Buyer.

The Customer acknowledges that each of these measures individually constitutes full and adequate compensation for any possible damage resulting from defects and accepts that the implementation of these measures cannot be considered an admission of liability by Brut23.

The Buyer may never return products to Brut23 under this Article 7 without Brut23’s prior written consent. Brut23 reserves the right to determine the defects on site together with the Buyer and to investigate their cause. Where applicable, Brut23 will contact the Buyer to arrange the accepted return in practice, with Brut23 bearing the costs.

Any replacement of products cannot give rise to any compensation, nor to termination of the agreement between Brut23 and the Buyer.

Complaints and/or any (partial) replacement of products do not in any case release the Customer from the obligation to pay within the deadlines set out in the written agreement between Brut23 and the Buyer, the Order Confirmation issued by Brut23, these Terms and Conditions and/or the relevant invoice.

The Customer must reimburse costs incurred due to unjustified complaints.

Termination

Termination of the agreement (including cancellation) entitles the non-terminating party to a termination fee of 30% of the agreed price, without prejudice to the right to prove higher damages. In case of proven force majeure, the parties are released from paying a termination fee.

Payments

First orders must always be paid in advance. Subject to approval by accounting, a payment term may be granted thereafter. Brut23 may withdraw this at any time for new orders.

Complaints about invoices must, under penalty of inadmissibility, be reported to Brut23 within 3 working days of the invoice date. Such complaints do not release the Buyer from the obligation to pay.

All our invoices are payable in cash (immediately) and without discount to our company.

In the event of non-payment or partial payment on the due date of any invoice:

  • an annual interest rate of 10% shall apply by operation of law and without prior notice of default, compounded annually;
  • the Buyer shall, by operation of law and without prior notice of default, owe a fixed compensation equal to 10% of the invoice amount, with a minimum of twenty-five euros (€25.00) per invoice;
  • the Customer shall, by operation of law and without prior notice of default, be liable for all judicial and extrajudicial collection costs;
  • all other Brut23 invoices, even those not yet due, shall become immediately payable by operation of law and without prior notice of default;
  • Brut23 has the right to reclaim the delivered products from the Customer, and to suspend and/or terminate the (further) performance of the relevant agreement and/or one or more other agreements/orders with the Buyer, without any prior notice of default or court intervention being required.

The above also applies in the event of (imminent) bankruptcy, judicial or amicable dissolution, application of the Belgian Act of 31 January 2009 on the continuity of enterprises, payment arrears, or any other fact that reasonably causes Brut23 to lose confidence in the Buyer’s creditworthiness.

Acceptance of partial payment is under all reservations and shall be allocated in the following order: (1) collection costs, (2) compensation, (3) interest, (4) principal.

Retention of title

Delivered products remain the exclusive property of Brut23 until full payment by the Buyer of the principal, interest and costs. Until then, the Buyer may not sell or pledge the purchased products to a third party or dispose of them in any way. If the Buyer resells the products before fully and correctly paying the amounts mentioned above, the above right transfers to the resulting sale price. The risk of loss or damage transfers to the Buyer upon delivery. The Buyer undertakes, if necessary, to inform third parties of Brut23’s retention of title (for example, any person who would levy attachment on items not fully paid).

In case of non-payment or partial payment on the due date of an invoice, Brut23 has the right, by operation of law and without prior notice of default, to reclaim the products already delivered from the Buyer. When Brut23 receives the products back and they are still in good condition (including an assessment of proper cooling and storage), any amounts already paid will be refunded to the Buyer after deduction of: (1) loss of profit, fixed at 15% of the total invoice amount; and (2) fixed compensation of 5% of the total invoice amount for (additional) management and administrative costs. This is without prejudice to Brut23’s right to prove higher damages.

Liability

Except for the indemnification by Brut23 under the warranty clause in Article 7 of these Terms and Conditions, Brut23’s liability towards the Buyer is limited to liability mandatorily imposed by law and is in any event limited to the lower of: (1) the relevant invoice amount (excluding VAT); (2) the amount Brut23 actually receives from its insurer under the relevant liability claim file pursuant to Brut23’s third-party liability insurance policy.

Brut23 shall in no event be liable for: (1) indirect damage (including, but not limited to, loss of turnover, damage to third parties), (2) defects directly or indirectly caused by an act of the Buyer or a third party, whether caused by fault or negligence, (3) damage resulting from incorrect or inappropriate use of the purchased products, nor any unintended and/or undesirable interaction resulting from simultaneous use of the product with other products, (4) damage resulting from non-compliance by the Buyer, its staff or collaborators and/or the end user with legal and/or other obligations.

The Buyer acknowledges that Brut23 does not guarantee that the products comply with regulations or requirements applicable in any jurisdiction other than Belgium, as in force at the time of delivery to the Buyer. Brut23 therefore cannot be held responsible for any later legal changes of any kind.

The Buyer alone is responsible for the resale of the purchased products and guarantees compliance with all related (legal and other) obligations.

Indemnification

The Buyer shall fully indemnify and defend Brut23 against all claims and proceedings, including third-party claims and proceedings, arising from or resulting from any act or omission of the Buyer in breach of the written agreement between Brut23 and the Buyer, the Order Confirmation issued by Brut23, these Terms and Conditions and/or other (statutory) obligations of the Buyer.

The Buyer shall hold Brut23 harmless for any damage, including legal and other costs, incurred in connection with Brut23’s defence against the claims and/or proceedings mentioned above.

Promotions

Promotional benefits granted by Brut23, in any form (including, but not limited to, price reductions, discount vouchers, free shipping, etc.), must always be used in accordance with the expressly stated guidelines. In any case, they apply to one (1) order only, are not cumulative, and are personal in nature.

Force majeure

Brut23 is not liable for any failure to perform its obligations caused by force majeure or hardship.

In the event of force majeure or hardship, Brut23 may, at its sole discretion, without prior notice of default or court intervention and without any right of recourse against Brut23: (1) propose replacing missing products with a functional equivalent; (2) temporarily suspend performance of its obligations; (3) terminate the agreement between Brut23 and the Buyer out of court; and/or (4) invite the Buyer to renegotiate the agreement between Brut23 and the Buyer.

If the Customer does not participate in these renegotiations in good faith, Brut23 may, in accordance with Article 19 of these Terms and Conditions, ask the court to determine new contractual terms and/or order the Buyer to pay damages. artikel 19 ​

Force majeure and hardship include (non-exhaustive list): unavailability and/or scarcity of certain materials; raw material shortages; currency fluctuations; increases in material prices, consumables and raw materials; wages, salaries, social security charges; costs, levies and taxes imposed by authorities; transport costs; import and export duties or insurance premiums; ice drift; exceptional weather conditions; strikes; mobilisation; war; illness; accidents; communication and IT failures; government measures; export bans; supply delays; transport and/or travel obstacles, including lack or withdrawal of transport options; export barriers; import barriers; breakdowns; traffic jams; etc.

Suspension

In the event of any change in the Customer’s situation, such as death, conversion, merger, acquisition, transfer, liquidation, cessation of payments, collective or amicable settlement, request for payment deferral, cessation of activity, attachment or any other circumstance that may undermine confidence in the Buyer’s creditworthiness, Brut23 reserves the right, solely due to that fact: either to suspend performance of one or more agreements with the Buyer until the Buyer provides sufficient security for payment; or to declare one or more agreements with the Buyer terminated as from the date the termination is sent, without prior notice of default and without court intervention, without prejudice to Brut23’s right to claim additional damages.

If the agreement between Brut23 and the Buyer is terminated, whether or not under the termination right described in this article, the Buyer loses the right to require Brut23 to perform its obligations regarding the terminated agreement.

Intellectual property

Brut23 remains the exclusive holder of all intellectual property rights it owns in relation to the products it supplies. Brut23 guarantees that it holds the necessary licences to offer its product range.

Personal data and visual material

The Buyer authorises Brut23 to include the personal data provided by the Buyer in an automated data file. This data will be used to process the Buyer’s orders and requests. The Buyer authorises Brut23 to transfer this data to third parties for order processing.

The Buyer may at any time request access to and correction of their data.

The Customer authorises Brut23 to use images of the products delivered to the Customer for, by way of example (non-exhaustive): general information, advertising purposes, publication on the Website, publication in brochure(s), etc.

Disputes

Agreements between Brut23 and the Buyer are governed exclusively by Belgian law, insofar as private international law permits.

Disputes between Brut23 and the Buyer submitted to the courts fall under the exclusive jurisdiction of the competent courts of Brut23’s registered office (judicial district of Limburg), unless Brut23 chooses to bring the dispute before the court of the Buyer’s registered office or place of residence.