Wholesale Terms & conditions

Each “acceptance,” “confirmation,” or similar act referred to herein is binding upon WOLVIS BV only if made in writing by one or more persons legally authorized to act on behalf of WOLVIS BV.

Article 1. • Applicability of general terms and conditions
1.1. These general terms and conditions apply to all offers made by and agreements concluded with WOLVIS BV, to the exclusion of all general or special conditions communicated by the Buyer at any time, unless explicitly accepted in writing by WOLVIS BV. Such deviation is valid only for the specific sale or delivery for which it was granted. By placing an order, the Buyer accepts the general terms and conditions of WOLVIS BV and acknowledges being irrevocably bound by them.

Article 2. • Offers, quotations and order confirmations
2.1. All offers and quotations issued by WOLVIS BV are non-binding until accepted in writing by the Buyer. The agreement is concluded when the Buyer provides written acceptance of the quotation. Any order or order confirmation by the Buyer binds the Buyer to the agreement. The agreement supersedes all previously concluded oral and/or written agreements.
2.2. Unless otherwise stated, offers are valid for a period of 30 days from the date of issuance.

Article 3. • Modification and/or cancellation of orders
3.1. No modifications or cancellations will be accepted from the Buyer after 14 days following the order date. Any changes to the order must be made in writing and shall only be valid upon written acceptance by an authorized representative of WOLVIS BV.

Article 4. • Delivery
4.1. The delivery date is indicative and non-binding for WOLVIS BV. Delay in delivery shall not entitle the Buyer to any compensation, price reduction, or termination of the agreement. WOLVIS BV may make partial deliveries. Such partial deliveries may be invoiced separately. In the event of non-delivery of products, any advance payments made by the Buyer shall be reimbursed by WOLVIS BV without interest or other compensation.

Article 5. • Retention of title
5.1. Products delivered by WOLVIS BV shall remain its exclusive property until full payment of the purchase price by the Buyer. In the event of non-payment by the Buyer on the due date, WOLVIS BV shall be entitled, by operation of law and at the Buyer’s expense, to reclaim the products. Furthermore, in such event, WOLVIS BV may, after formal notice by registered mail and without further formality or judicial intervention, and without prejudice to its right to claim damages, terminate the sale to the detriment of the Buyer.

Article 6. • Intellectual property rights
6.1. The Buyer acknowledges and agrees that all existing and future Intellectual Property Rights (including, but not limited to, copyrights, designs, trade names, logos, etc.) related to or inherent in the product remain the exclusive property of WOLVIS BV at all times. It is prohibited to alter the delivered products in whole or in part, or to repackage or rename them, unless otherwise agreed in writing. The resale of the products under another name or private label is strictly prohibited. Any unauthorized use of WOLVIS BV’s Intellectual Property Rights will be prosecuted in accordance with applicable intellectual property laws.

Article 7. • Prices and payment
7.1. Prices quoted by WOLVIS BV are based on the purchase prices from external suppliers, taxes, and other relevant factors applicable at the time of ordering. If one or more of the aforementioned factors change after the agreement has been concluded, WOLVIS BV shall be entitled to adjust the agreed price. Any such changes shall only be implemented after prior notification to the Buyer.
7.2. Invoices issued by WOLVIS BV are payable within 14 days from the invoice date. Deviating terms may be agreed upon explicitly and in writing. Any granted discounts shall lapse if the general terms and conditions are not observed.
7.3. Disputes regarding invoices must be communicated to WOLVIS BV by email and/or registered mail within five business days of receipt of the invoice. A dispute shall under no circumstances justify a delay or suspension of payment.
7.4. In case of late or incomplete payment within the stipulated term, WOLVIS BV shall be entitled, by operation of law and without prior formal notice, to claim statutory interest* and a fixed indemnity**. The interest shall accrue from the date of invoice issuance until full payment.

Article 8. • Termination of the agreement
8.1. If the Buyer commits a serious contractual breach and fails to remedy it within eight days after written notification by email and/or registered mail, WOLVIS BV shall have the right to either (i) suspend the agreement until the Buyer has fulfilled its obligations or (ii) terminate the agreement with immediate effect. Non-payment of one or more invoices on their due date shall always be considered a serious contractual breach. Failure by WOLVIS BV to immediately act upon any breach or default by the Buyer shall not be interpreted as a waiver of its right to act at a later date.

Article 9. • Complaints
9.1. To be valid, any complaint regarding a defect that was or should reasonably have been noticed at the time of delivery must be reported within 14 days of delivery. Such complaint is only valid if the products remain in the condition in which they were delivered. No product may be returned by the Buyer without prior explicit and written approval from an authorized representative of WOLVIS BV. WOLVIS BV will not issue credit for any compensation, deductions, or returned materials unless the Buyer has received prior written authorization within 14 days of product receipt.
9.2. Nevertheless, both parties agree to allow the other party a reasonable period to remedy any shortcomings and to seek an amicable settlement first.

Article 10. • Warranty
10.1. The warranty of WOLVIS BV is limited to the replacement of the relevant products and, if replacement is not possible, to reimbursement of the invoiced price. If products are to be replaced, WOLVIS BV will provide a return shipping label. WOLVIS BV shall never be liable for indirect, general, or specific damages of any kind suffered by the Buyer.

Article 11. • Force Majeure
11.1. WOLVIS BV shall not be held liable for any delay in the performance or failure to perform its obligations due to circumstances beyond its normal control, including but not limited to production interruptions, supply chain disruptions, shortages of raw materials, labor, energy, or transportation, transport delays, strikes, lockouts, work stoppages, or other collective labor disputes affecting WOLVIS BV or its suppliers, regardless of whether such events were foreseeable.
11.2. In such cases, WOLVIS BV’s obligations shall be suspended for the duration of the force majeure event.

Article 12. • Severability
12.1. If any clause of these general terms and conditions is declared void, the validity of the remaining clauses shall remain unaffected.

Article 13. • Jurisdiction and applicable law
13.1. Belgian law shall govern all agreements concluded by WOLVIS BV. Any dispute regarding the formation, validity, execution, and/or termination of the agreement shall fall under the exclusive jurisdiction of the competent courts of Ghent.