1.1. These conditions apply to all goods supplied by Verb bv
(“Verb” or the “Seller”) and any purchaser
of goods from Verb, including any servant, agent or
contractor acting on its behalf where the context permits (the
1.2. The Buyer is deemed to have read and agreed those
Conditions prior to the placing of any order.
1.3. These Conditions shall apply in place of and prevail over
any terms or conditions contained or referred to in the Buyer's
order or in correspondence or elsewhere or implied by trade
custom practice or course of dealing unless specifically agreed
to in writing by a Director or other authorized representative of
Verb bv and any purported provisions to the contrary are
hereby excluded or extinguished.
2.Acceptance and quotations
2.1. Acceptance by Verb bv of an order from the Buyer is
confirmation of the Buyer's irrevocable order and may only be
modified by the Buyer in the event or error in interpretation of
quantities or products by Verb bv
reserves the right to withdraw or revise the quotation at any
time prior to the supply of the goods.
2.2. If any such error were to occur, Verb bv shall be ad-
vised by the Buyer within 7 days of the date of the acceptance
3.1. The prices payable for the goods shall be those shown on
the invoice which shall be based upon Verb's list price
for the goods.
3.2. Unless otherwise specified, VAT and any other tax or du-
ties payable by the Buyer shall be added to the price.
4.Terms of Payment
4.1. Unless stated otherwise and agreed in writing by Verb,
all goods shall be invoiced and paid for in Euro.
Payment shall be made by such means as Verb bv may from
time to time direct.
4.2. Unless stated otherwise and agreed in writing by Verb,
payment of invoices shall be made in full without any deduction
or set-off on or before the due date of payment.
4.3. Any extension of credit allowed to the Buyer may be
changed or withdrawn at any time.
4.4. Verb bv reserves the right to charge interest at a rate
of 7% per annum above the base rate from time to time of the
National Bank of Belgium, on all overdue amounts from the due
date for payment thereof until receipt by Verb bv of the
full amount whether or not after judgement.
5.1. Delivery dates mentioned in any quotation or elsewhere are
estimates. Such dates are not of any contractual effect .
5.2. Verb BV is not liable for any loss, damage or delay
occasioned to the Buyer or its customers arising from late or
non-delivery of the goods.
5.3. Late delivery or non-delivery does not vary these conditions
or relieve the Buyer from its obligations to accepts or pay
5.4. Delivery shall be at the premises Verb or any of its
subsidiary notified to the Buyer unless otherwise stipulated or
agreed by Verb. Unless the Buyer instructs
otherwise, Verb will arrange carriage and insurance
to the Buyer's premises at the Buyer's risk and the Buyer shall
Verb all sums expended by it in this connection upon
payment by the Buyer for the goods in question.
5.5. Verb may deliver the goods by portion at its
option, unless otherwise agreed in writing by Verb
5.6. Where Verb delivers by portion, Verb
may issue invoices to the Buyer pro rata with such deliveries.
5.7. If the Buyer refuses or fails to take delivery of goods
tendered in accordance with the contract or fails to take any action
necessary on its part for delivery or shipment of the goods,
Verb shall be entitled to store the goods in such
manner as it deems fit at the cost of the Buyer, to dispose of the
goods as Verb may determine, and to recover from
the Buyer any loss and additional costs incurred as a result of
such refusal or failure, or to terminate the contract with
Notwithstanding Condition 5 and Condition 7, risk shall pass on
delivery to the Buyer, its agent or representative (including third
party carrier) at the premises of Verb.
7.Title to goods
7.1. Notwithstanding delivery and the passing of risk, property in
all or any goods supplied by Verb shall remain in
Verb until Verb receives payment in full by or
on behalf of the Buyer of all sums in respect of the goods and
all other sums which are or which become due to Verb
from the Buyer on any account whatsoever. Property in the
goods shall pass to the Buyer at the time when such payment is
received from the Buyer by Verb (and not earlier).
7.2. Until property in the goods passes to the Buyer, the Buyer
shall be the bailee of the goods for Verb and shall
store the goods securely safely and separately from the
Buyer's own goods or those of any other person and in a
manner which makes them readily identifiable as the property
of Verb. The Buyer shall ensure that the goods can be
identified by a reference to corresponding invoice numbers.
Verb's consent to the Buyer's possession of the
goods and any right the Buyer shall have to possession of the
goods shall cease if any sum in respect of the goods is not paid
to Verb by or on behalf of the Buyer on or before the
date when it is due.
7.3. Subject to the law, the Buyer grants to Verb its
agents and employees an irrevocable licence to enter upon any
premises where the goods are stored or where Verb
reasonably believes them to be stored for the purpose of
inspecting or recovering them.
7.4. Upon any resale of the goods by the Buyer
7.4.1. Verb reserves the right to trace the full
proceeds of the sale; and
7.4.2. The Buyer must account to Verb for such
proceeds of sale and Verb may recover from such
proceeds of sale any moneys then owing to Verb
on any account what- soever; and
7.4.3. Subject to the law, Verb reserves the right
enter upon any premises for the purpose of repossessing the
goods and the Buyer grants Verb a licence to enter
such pre- mises for the purpose of exercising such right
7.5. Verb shall be entitled to recover payment for the
goods notwithstanding that ownership of any of the goods has
not passed from Verb.
Verb shall supply the goods subject to availability and
shall be deemed to have fulfilled its contractual obligations in
respect of any delivery, even though the quantity may be less
than the quantity specified in the quotation. In such event at
8.1. the Buyer shall pay for the actual quantity delivered
provided that, in the case of discrepancies between the quantity
delivered and the quantity specified in the invoice, the Buyer
notifies Verb of a claim within 7 days of receipt of the
8.2. Verb may make good any shortage or
9.Limitation of Liability
9.1. The following provisions set out the entire liability of Verb
(including any liability for the acts or omissions of its
employees, agents and sub-contractors) to the Buyer in
9.1.1. any breach of these terms and conditions; and
9.1.2. any representation, statement or tortious act or omission
including negligence arising under or in connection with the
9.2. All warranties, conditions and other terms implied by statute
or common law (save for the conditions implied by section
12 of the Sale of Goods Act 1979) are excluded from the
9.3. Nothing in these terms and conditions excludes or limits
the liability Verb of for death or personal injury
caused by Verb's negligence or fraudulent
9.4. Subject to conditions 9.2 and 9.3:
9.4.1. Verb's total liability in contract, tort
(including negligence or breach of statutory duty),
misrepresentation or otherwise, arising in connection with
the performance or contemplated performance of a Contract
shall be limited to the price paid by the Buyer for the item or
items which have given rise to the liability and the price of any
parts supplied by Verb by which have been
rendered defective as a result of the failure of the item
giving rise to the liability. Alternatively,
Verb at its option may replace or provide
replacement parts for any goods found to be damaged or
defective or rendered defective as stated above or give credit
for the contract price of such goods to the Buyer provided
they have been returned to Verb; and
9.4.2. Verb shall not be liable to the Buyer by
reason of any representation or any implied warranty,
condition or other term or any duty at law or under the
express terms of this Contract for any indirect or
consequential loss or damage (whether for loss of business
or otherwise), loss of profit, costs, expenses or other
claims for consequential compensation whatsoever
(whether or not caused by the negligence of Verb,
its employees, agents or sub-contractors) which arise out of
or in connection with a contract.
9.4.3. Verb shall not be liable to the Buyer for
defects in or damage to the goods caused by fair wear and
tear, abnormal conditions of storage, fitting, installation, or
use or any act, neglect or default of the Buyer or of any third
party (including but not limited to use in circumstances and
situations for which the goods are not suited)
9.5. The Buyer shall indemnify Verb against all liability,
actions, proceedings, costs, claims, damages or demands in
any way connected with a contract or goods supplied under a
contract brought or threatened to be brought against Verb
by any third party except to the extent. Verb is
liable to the Buyer in accordance with these terms and
9.6. In respect of warranties:
9.6.1. Verb will use its reasonable endeavours to
obtain for the Buyer the benefit of any undertakings
warranties or indemnities which may be available from
manufacturers of the goods.
9.6.2. Subject to Condition 9.3.1 and to the extent permissible
in law, all conditions, warranties and representations expressed
or implied by statute, common law or otherwise in relation to
the goods are hereby excluded and Verb shall be
under no liability to the Buyer for any loss, damage or injury
direct or indirect resulting from defective material, faulty
workmanship or otherwise howsoever arising and whether or
not caused by the negligence of Verb, its employees
9.7. Verb's prices are determined on the basis of the
limits of liability set out in this Condition.
10.1. Unless agreed in writing by Verb, the Buyer shall
meet the cost of any special packaging requested by the Buyer.
10.2. Verb shall be entitled to invoice the Buyer for the
cost of all pallets and other returnable packaging materials un-
less the same are returned to Verb in good condition
or replaced carriage paid within 60 days of the date of delivery.
10.3. If required by the Buyer and upon specific written agreement
between the parties, Verb can also offer
premium packaging services
11. Licence and Costs
If any licence or consent of any Government or other authority
shall be required for the acquisition, import, carriage or use of
the goods by the Buyer, the Buyer shall obtain such licence or
consent at its own expense and if necessary produce evidence
of the licence or consent to Verb on demand. Failure
so to do shall not entitle the Buyer to withhold or delay
payment of the price. Any additional expenses or charges
incurred by Verb resulting from such failure shall be
for the Buyer's account.
12. Force Majeure
Verb shall not be liable to the Buyer for any loss or da-
mage which may be suffered by the Buyer as a direct or indirect
result of the supply of goods by Verb being prevented,
hindered, delayed or rendered uneconomic by reason of
circumstances or events beyond Verb's reasonable
control including but not limited to Act of God, war, riot, strike,
lock- out, trade dispute or labour disturbance, accident,
breakdown of plant or machinery, fire, flood, storm, difficulty or
increased expense in obtaining workmen, goods, materials or
of raw materials therefor by Verb's normal source of
supply or the manufacture of the goods, by Verb's
normal means of delivery of goods or by Verb's
normal route or means of delivery.
13. Choice of Law
13.1. The formation, construction, performance, validity and all
aspects of this contract are governed by Belgian law.
13.2. The Buyer and Verb agree that all dispute
arising between them shall be submitted to the courts of
These terms and conditions are intended for sales between
Verb and another business and do not apply to sales
made to consumers (as such term is defined in the Unfair
Contract Terms Act 1977).