General conditions

1.        DEFINITIONS

The seller: OYT : Optimus Yacht Technology BV with registered office in Belgium, 2000 Antwerp, Kattendijkdok-Oostkaai 78b303, registered under VAT no. BE1014.717.790, and trading under the names Optimus Yacht Technology and OYT. Phone : +32 491 56 88 30.     
The merchandise: all products and services offered for sale by Optimus Yacht Technology BV to the buyers.
The buyer : each natural person or legal entity placing an order of merchandise with Optimus Yacht Technology BV. 
Consumer : each private person who places an order of merchandise with Optimus Yacht Technology BV within the framework of a private transaction.

2.        SCOPE

Without prejudice to the application of any special terms and conditions contained in a separate written agreement, these general terms and conditions shall apply, to the exclusion of the buyer's terms and conditions, to any offer, quotation or agreement between the buyer and the seller. In case of conflict between these general terms and conditions and any separate written agreement, the provisions of the separate written agreement shall prevail. The general terms and conditions are an integral part of the contracts and can only be deviated from in writing. The Buyer shall not be permitted to assign its rights and/or obligations arising from a contract concluded with OYT unless OYT has given its express prior written consent.

3.        OFFERS AND ORDERS

Only written quotations shall bind the seller. Their period of validity is 7 (seven) calendar days unless otherwise agreed. Prices in euros will be determined on the day of delivery. Orders become final only after written confirmation by the seller and are subject to these terms and conditions.
If for any reason the seller cannot deliver the merchandise, the buyer cannot claim any kind of compensation.           
The seller is released from its obligation to deliver in all cases of force majeure. 
Images, technical specifications, etc. provided to the buyer in catalogs, leaflets or otherwise, are intended only to give the buyer a picture of the article. Deviations in any form do not give the buyer the right to refuse the goods, withhold payment or claim damages. Obvious mistakes in the agreement / offers of OYT shall release OYT from its performance obligation, without this giving rise to any damages on the part of the buyer. All offers and agreements within the framework of B2B transactions take place under the suspensive condition that the purchaser is creditworthy and the agreement can, if desired, be placed by OYT with a credit insurance company, factoring company or similar company. Only OYT may invoke this condition.

4.        ORDERS - DELIVERIES - DEADLINES

Unless otherwise agreed upon, the delivery periods stated in the agreement are only indicated by way of information. A late delivery can never give rise to (1) any liability on the part of the seller, (2) breach of contract or to (3) any damages.
When the net sales value of the sales order exceeds €500.00 (ex VAT), the standard shipping cost is reduced by 50% (automatically settled upon settlement).
Shipping costs for materials requiring special transport or shipments abroad are always at the buyer's expense.          
The surcharge for urgent shipments will always be borne by the buyer. Unless expressly agreed otherwise in writing, the terms of execution and delivery given by OYT are always purely indicative and can at most be regarded as best-efforts commitments. In the event that any deadlines are exceeded, the Buyer shall consequently not be entitled to any compensation nor shall it be entitled to rescind the agreement or cancel its order. The merchandise always travels at the risk of the buyer who takes delivery at his responsibility. Any complaint concerning the non-conformity and/or visible defects and/or the quality of the merchandise must be made in writing, stating reasons, within 5 (five) calendar days of receipt of the merchandise. After this period, no complaint will be considered.

5.        ELECTRONIC INVOICING

The seller reserves the right to transmit its invoices and statements to the buyer electronically.       
In case of unavailability or failure of the electronic billing application, the seller reserves the right to transmit invoices and statements to the buyer in paper version.
In such circumstances, the paper invoices and statements replace the electronic invoices and statements and suffice on their own.

6.        PRICES AND PAYMENT

Unless specifically stated otherwise, all prices of the seller are net prices in EURO excluding VAT without discount.          
In the absence of a specific written agreement to the contrary, all the vendor's invoices are payable in cash without discount at his registered office no later than the due date of the invoice.  
Even if a term of payment is granted to a buyer pursuant to a special written agreement, the non-payment of a single invoice on the due date shall automatically and without prior notice make all unpaid invoices payable. 
If a delivery is made in parts, OYT is entitled to invoice each shipment separately. If the customer is a legal entity, then its managers / directors shall bind themselves jointly and indivisibly, one in default of the other, in payment of the entire amounts owed by the legal entity to OYT. In the event of late payment of the invoice, the invoice shall be increased by operation of law and without prior notice of default by default interest of 10% and liquidated damages equal to 10% of the invoice amount, with a minimum of €250.00. Any late payment will first be charged on costs and damages, then on interest and finally on the principal sum. Subject to the provisions of the previous sentence, payments are hereby  first from the oldest invoice and then from the second oldest invoice, etc.      
Any complaint about the format or calculation of an invoice must be submitted by registered letter within 8 days of the invoice date, failing which the invoice shall be deemed to have been accepted by the buyer.           
In case of non-compliance by the buyer with any of his contractual obligations, including the timely payment of invoices, the seller reserves the right to take any measure, including the suspension of current deliveries and orders and to initiate any claim(s) he deems useful to obtain payment of the sums due to him, at the full expense of the buyer.

7.        RETENTION OF TITLE CLAUSE

The goods delivered shall remain the property of OYT until full payment of the purchase price and any appurtenances. The purchaser is therefore prohibited from alienating, processing or encumbering the goods with any security as long as the purchase price has not been paid in full. In the event of late payment, OYT shall furthermore be entitled to reclaim these goods without notice of default. However, the purchaser shall bear the risk of damage suffered or caused by this merchandise for whatever reason.
Until payment in full of the merchandise, the buyer may not dispose of the merchandise in any way without the seller's prior agreement.      
The buyer undertakes to immediately notify the seller in writing of any seizure that a third party may place on the merchandise delivered.

8.        DESCRIPTION

The vendor may terminate the contract of sale entered into with the purchaser ipso jure and without prior notice of default or judicial intervention, without being liable for damages in the event of: (I) cessation of payment by the purchaser, (II) bankruptcy of the purchaser, (III) liquidation or cessation of the purchaser's activities, (IV) judicial reorganization, (V) proceedings against the purchaser under the Act of 31.01.2009 relating to the continuity of enterprises and (VI) seizure by the purchaser. However, the foregoing does not affect OYT's right of option to opt for a forced execution of the agreement.

9.        RISK TRANSFER

Risks of all kinds including cases of force majeure, accident and custody are transferred to the buyer as soon as the merchandise leaves the seller's premises. Consequently, the buyer undertakes to take out an insurance contract with a reputable company covering the risks of loss, theft or destruction of the merchandise. The seller may demand a signed copy of that contract at any time.

10.      WARRANTIES AND LIABILITIES

OYT can never be held to a larger or more extensive warranty, than that which OYT itself obtains from the manufacturer, its vendor, its licensor or its importer.                   
Warranty conditions will be applied pursuant to the guidelines of the relevant manufacturers or suppliers/importers, whereby any warranty lapses in any case if the maintenance instructions have not been observed, there has been a misuse of the delivered item, on defects arising from accidents, aggravation of the condition due to negligence, falls, use of the item contrary to the purpose for which it was designed, non-compliance with the instructions for use or manual, heavy-handed use, incorrect assembly, poor or faulty maintenance, abnormal or incorrect use, for parts subject to wear and tear through use or other natural wear and tear as well as defects attributable to wear and tear through use or natural wear and tear or if the purchaser has had changes or repairs made without OYT's express consent. The warranty is not transferable.
OYT accepts no responsibility for plans, drawings, designs, etc. prepared by a third party, nor for the execution in accordance with them. OYT gives no guarantee as to the integration / compatibility of ordered hardware and / or software with existing (peripheral) equipment or software, belonging to the buyer.           
OYT can never be held liable for any form of damage (whether direct or consequential) suffered by the purchaser and/or third parties, whether during the execution of the agreement or afterwards, caused by the non-functioning or incorrect functioning of the delivered goods. The purchaser is also obliged to compensate OYT, respectively to indemnify OYT for any claims by third parties, for damage ( both direct and consequential damage ) caused as a result of / during use by the purchaser of the delivered goods.The liability of the seller is in any case and regardless of what the damage is, always limited to the price of the merchandise sold. The advice given by the seller is without obligation and does not entail any liability.

11.      GIFT CERTIFICATE - GIFT CARD

You order and pay for a gift certificate through our website www.o-y-t.com, it will be sent to you by email. The voucher is provided with a unique code. The gift certificate and the unique code should be kept carefully. The value of the gift certificate will be deducted from an order on www.o-y-t.com at checkout, after entering the unique code. The gift certificate cannot be converted into cash. If the total amount of the purchase exceeds the value of the gift certificate, the difference can be paid using one of our other payment methods. Any fraudulent action with the gift certificate will be recorded and reported to the appropriate authorities. 

 

12.      RIGHT OF WITHDRAWAL

When purchasing products, the consumer has the option of dissolving the agreement without giving reasons for 14 days. This reflection period starts on the day after receipt of the product by the consumer or a representative previously designated by the consumer and made known to the entrepreneur. During the reflection period, the consumer will handle the product and packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the product to the entrepreneur with all delivered accessories and in the original condition and packaging, in accordance with the condition at delivery. If the consumer wishes to use his right of withdrawal, he is obliged to make this known to the entrepreneur within 14 days after receipt of the product. The consumer must make this known using this form. All fields marked with an * must be completed. Incomplete or incorrectly completed fields mean that a return request cannot be processed. After the consumer has expressed his wish to use his right of withdrawal, the buyer must return the product within 14 days. The consumer must prove that the delivered items were returned in a timely manner, for example by means of proof of shipment. If the consumer has not expressed his intention to use his right of withdrawal or has not returned the product to the entrepreneur after the expiry of the periods mentioned in paragraphs 2 and 3, the purchase is a fact. The consumer shall bear the direct costs of returning the product. If the consumer has paid an amount, the entrepreneur will refund this amount as soon as possible, but no later than 14 days after receipt of the return. This is subject to the condition that the product has already been received back by the merchant or conclusive evidence of complete return can be provided. Refund will be made via the same payment method used by the consumer unless the consumer explicitly authorizes a different payment method. If the product is damaged due to careless handling by the consumer, the consumer is liable for any depreciation in value of the product.           
The seller may exclude the consumer's right of withdrawal for products described in paragraphs 2 and 3. The exclusion of the right of withdrawal only applies if the seller has clearly stated this in the offer, at least in time for the conclusion of the contract. Exclusion of the right of withdrawal is only possible for products created by the trader in accordance with the consumer's specifications.

 

13.      EXECUTION OF WORKS

The execution period shall be suspended due to unforeseen circumstances beyond the seller's control without any compensation being due, if the buyer is notified thereof within 14 days of the occurrence and at the latest on the scheduled execution date. The seller shall determine when he can restart the works, without any compensation for delay. The site must be made normally accessible by the buyer, at his expense, to allow the normal execution of the works. Water and electricity shall be provided by the buyer. Unless otherwise stipulated in writing, it is agreed that the works carried out shall be deemed to have been definitively accepted upon signing the delivery/work order. This time shall therefore be considered the same as the sole and final acceptance. The seller shall not be liable for minor changes in construction, dimensions, color and design made by the manufacturer, unless it is explicitly clear from the order form that the construction, dimensions, color or design are an essential part of the agreement for the buyer.       
Visible defects or defects in conformity existing at the time of installation must be notified to the seller by registered mail within 8 days, failing which they shall be deemed to have been accepted. When a provisional acceptance has been contractually provided for, the visible or conforming defects are covered by the provisional acceptance.

14.      PROTECTION OF PRIVACY

The data provided by the customer will be included in the file of OYT (including the companies associated with OYT and the service providers appointed by OYT in relation to the operation of the commercial activity). These data will be used for the purpose of conducting information or promotional campaigns related to the Products offered by OYT and/or within the framework of the contractual relationship between the customer and OYT. The customer's contact details may also be used by OYT for direct marketing purposes subject to the customer's express consent and, subject to express consent, transferred to third parties (business partners, subsidiaries) for direct marketing purposes. Without express consent, the data will not be used or transmitted for these purposes.  
Within the framework of the contractual relationship between the customer and OYT, the customer's data will be processed exclusively by OYT and its appointed processors, with whom the necessary contractual arrangements have been made. OYT will not store the data outside the European Economic Area without informing the customer in advance about, inter alia, the appropriate safeguards for the transfer and, if necessary, obtaining the customer's consent to this.
OYT will endeavor to take all reasonable technical and organizational measures to protect and secure the data against accidental or unauthorized destruction, against accidental loss, as well as against the alteration of or access to, and any other unauthorized processing of personal data, taking into account the state of the art. Data that are no longer necessary or useful will be deleted.          
The customer may at any time request access to, correction, deletion or transfer of his data and oppose the use of the data for direct marketing. This request is free of charge, except if a request or a request for additional copies has already been formulated by the data subject within a period of six months, in which case OYT is entitled to charge a reasonable fee based on the administrative costs resulting from the new request. Further information can be retrieved from the Data Protection Authority, to whom the customer always has the right to lodge a complaint.

15.      INTELLECTUAL PROPERTY

All graphics, trademarks, drawings, models, logos and the like, appearing on the merchandise, in manuals and instructions for use, are the exclusive property of the manufacturers or the seller. They are not transferred and are not eligible for use, exploitation, display, reproduction or adaptation by the buyer or any other third party.

16.      TRANSFER

The buyer may not assign or transfer either the contract of sale or any rights and obligations arising on its part from transactions with the seller without the seller's prior agreement. Any waiver made without this prior agreement will be void by operation of law.

17.      NOTICE

If any provision or part of a provision of these terms and conditions, of any quotation, order or sales contract to which these general terms and conditions apply is declared void, it shall be replaced to the extent possible by a valid, legal and applicable clause that best reflects the original intentions, while the other provisions of these general terms and conditions, the quotation, order or sales contract to which they apply shall remain in force.

18.      DISCLOSURES

All contracts concluded by OYT shall be governed exclusively by Belgian law. In the event of a dispute only the courts of Antwerp, Antwerp division have jurisdiction, although this is without prejudice to OYT's right to sue the customer before the courts with territorial jurisdiction over the purchaser's domicile or registered office.

19.      TRANSLATION

The general terms and conditions can be consulted in Dutch, French, English and German. 
In case of contradiction between the different versions, the Dutch version shall prevail.