General Terms and Conditions

Article 1. Definitions

1.1. Seller
Upterior BV, with its registered office in 3550 Heusden-Zolder, and with CBE number 1013.435.115.

1.2. Buyer
Any customer who registers on the Website. Every Buyer is considered a consumer, i.e., a natural person acting for purposes primarily outside their trade, business, craft, or professional activity.

1.3. Website/Webshop
www.ledgrip.com, www.ledgrip.be

1.4. Registration
The registration by a Buyer on the Website.

1.5. Products
The Products offered for sale by the Seller in the Webshop.

1.6. Purchase
Any Purchase of a Product in the Webshop.

1.7. Delivery
The moment a Product is handed over to the Buyer after Purchase.

1.8. General Terms and Conditions
These general terms and conditions.

Article 2. Applicability

2.1. These general terms and conditions govern the legal relationship between the Seller and the Buyer regarding the Purchase of a Product in the Webshop.

2.2. The Buyer confirms that they have read, approved, and accepted these General Terms and Conditions through their Registration on the Website. Any deviation from these General Terms and Conditions shall be agreed upon in writing, with the remaining provisions of these General Terms and Conditions retaining their supplementary effect for all aspects not expressly otherwise regulated in writing.

2.3. The Seller reserves the right to periodically amend these General Terms and Conditions. The Buyer will receive written notification prior to such an amendment and will be deemed to agree to the amendment if they make a new Purchase following this notification.

Article 3. Registration

3.1. To make a Purchase in the Webshop, the Buyer must Register on the Website. The Registration procedure is explained in more detail on the Website.

3.2. The Buyer may only Register once and will receive unique login details, making the Buyer personally and exclusively liable. The Buyer shall be obliged to honor every Purchase made using these unique login details and shall indemnify the Seller against all damage resulting from the loss and/or use by third parties of these unique login details.

3.3. The Buyer confirms that during Registration, they will provide current, complete, and accurate personal data, undertakes to inform the Seller in writing of any changes to this personal data prior to each Purchase, and shall indemnify the Seller against all damage resulting from the communication of incorrect, outdated, and/or incomplete data, or from the failure to communicate any changes.

Article 4. Offer

4.1. The Products are offered in the Webshop under the suspensive condition of their availability in the Seller's stock. It is possible that a delay may occur between the depletion of a Product's stock and its reflection in the Webshop. In such cases, the Seller shall be entitled to cancel a Purchase, without any compensation being due.

4.2. The Seller is entitled to change the Product offering at any time.

4.3. If the Seller displays a model, sample, or example via the Webshop, this is for illustrative purposes only. Although the Seller makes every effort to display the Products as accurately as possible, they may deviate from the model, sample, or example.

4.4. The information on the Website is displayed subject to correction in the event of a material error or manifest mistake, with the understanding that the Buyer is entitled to cancel the Purchase after correction without compensation.

Article 5. Price and Payment

5.1. The price of a Product stated on the Website at final settlement is determined and payable in Euro (EUR) and includes VAT and other government-imposed levies, unless expressly stated otherwise. This price excludes other costs, unless expressly stated otherwise.

5.2. Payment of the price of a Product takes place online at the time of Purchase. The Buyer shall make this payment via the payment options offered on the Website, in accordance with the terms and conditions of the financial institution offering this payment option.

5.3. The Seller cannot be held liable for any damage resulting from the use of online payment methods, except in the event of intentional fault or fraud on the part of the Seller.

5.4. The shipment of a Product by the Seller will only take place after the Seller has received full payment of the price of that Product.

Article 6. Purchase

6.1. A Purchase of a Product via the Webshop is binding on the Buyer. The Buyer is responsible for the accuracy of a Purchase.

6.2. Purchases are only binding on the Seller after written order confirmation by post or email. If this order confirmation deviates from the order, this order confirmation is binding on the Buyer, unless the Buyer declares in writing (by post or email) within 8 days following receipt of the order confirmation that they do not agree. In such a case, the Purchase will be canceled without the right to compensation, and the Buyer is free to make a new Purchase.

6.3. In the event of a unilateral cancellation of a Purchase by the Buyer, the Seller is entitled to compensation, which is set at 30% of the agreed purchase price (incl. taxes, duties, and costs), without prejudice to the Seller's right to claim compensation for its actual and proven damage.

6.4. In the event of a unilateral cancellation of a Purchase by the Seller, the Buyer is entitled to compensation, which is set at 5% of the agreed purchase price (incl. taxes, duties, and costs).

Article 7. Right of Withdrawal

7.1. The Products are custom-made for the Buyer. Consequently, in accordance with Article VI.53, 3° of the Code of Economic Law, the Buyer does not have a right of withdrawal.

Article 8. Delivery

8.1. Delivery times do not constitute an essential commitment on the part of the Seller and are only provided for informational purposes. Delays with respect to stated delivery times therefore cannot give rise to any penalty, compensation, or dissolution of the Purchase.

8.2. Notwithstanding Article 8.1, the Buyer is entitled to delivery no later than thirty (30) days after the conclusion of the Purchase, or failing that, at least within a reasonably specified additional period, taking into account the specific circumstances. If the Seller cannot deliver even within this additional period, the Buyer may cancel the Purchase, without any compensation being due.

8.3. The Delivery of the Products takes place Ex Works. The Buyer authorizes the Seller to arrange the transport of a purchased Product in the name and on behalf of the Buyer.

Article 9. Retention of Title and Transfer of Risk

9.1. The Buyer receives ownership of a purchased Product only after the Seller has received full payment of the purchase price of the Product.

9.2. The risk with regard to a purchased Product transfers to the Buyer at the moment the purchased Product is handed over to the carrier who will arrange the transport of the Product in the name and on behalf of the Buyer.

Article 10. Complaints

10.1. The Buyer shall, on penalty of forfeiture, and in any case prior to any use, processing, or treatment, report complaints concerning a conformity defect in a purchased Product to the Seller in writing within a period of two (2) months following Delivery.

10.2. Such a complaint shall only be admissible if the Buyer provides the Seller with a detailed and substantiated description of the conformity defect in writing within the stipulated period.

10.3. The Buyer is also entitled to submit a complaint via the European online dispute resolution platform: (https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home.show&lng=EN).

Article 11. Warranty

11.1. The Seller is liable to the Buyer for any lack of conformity that exists at the time of Delivery of a Product and that becomes apparent within a period of two years from this Delivery. In such a case, the Buyer is entitled to the statutory warranty in accordance with Article 1649bis et seq. of the Belgian Civil Code.

11.2. The right to warranty expires if the Buyer does not inform the Seller of the lack of conformity within a period of two (2) months following the day on which the Buyer discovered the lack of conformity.

11.3. The right to warranty does not apply in case of improper installation, improper use, and/or inadequate maintenance of the Products, in case of modification or repair of the Products by the Buyer and/or third parties, or for damage with a cause other than a defect in the Products. Improper installation or use includes, among other things, installation or use contrary to the relevant and applicable installation and/or usage conditions.

11.4. The right to warranty also does not apply if the Buyer knew or reasonably ought to have known about the lack of conformity at the time of entering into the agreement.

Article 12. Liability

12.1. Without prejudice to provisions of mandatory law, and except in cases of death and bodily injury, the Seller's liability in its relationship with the Buyer in connection with a Purchase is limited to EUR 25,000.00 per claim.

12.2. However, the Seller cannot be held liable for damage caused by the Buyer or by third parties, or as a result of the circumstances referred to in Article 11.3.

12.3. Furthermore, the Seller cannot be held liable for technical problems that impact the communication of information via its Website.

12.4. Finally, the Seller cannot be held liable for any modification, interruption, defect, or termination of its Website, nor is the Seller liable for websites referred to on its Website.

12.5. In the absence of an amicable settlement, the Buyer shall, on penalty of forfeiture of this claim, bring any liability claim against the Seller within a period of six (6) months following the discovery of the fact giving rise to this claim.

Article 13. Force Majeure

13.1. If a force majeure situation makes the execution of a Purchase impossible for the Seller, or more difficult, costly, and/or time-consuming than foreseen at the time of the Purchase, the Seller is entitled to suspend the execution of this Purchase for the duration of the force majeure situation. If this force majeure situation lasts longer than 30 days, both the Seller and the Buyer have the right to terminate the Purchase by operation of law and with immediate effect, without any compensation being due. In such a case, the Purchase Price will be fully refunded to the Buyer.

13.2. The term 'force majeure' shall in any case include unforeseen circumstances, including those of an economic nature, which have arisen through no fault or action of the company, such as, among others, supply problems, serious disruption in the business, forced reduction of production, unforeseen shortcomings, fire, strikes and lockouts, both at the company and at suppliers, pandemic, epidemic, government intervention, government order or measure, travel ban, war, hostilities, terrorist attacks or threat thereof, state of siege, mobilization, weather conditions that severely hinder the execution of the agreement, either in Belgium or in any other country where any suppliers or booked artists are located.

Article 14. Suspension and Termination

14.1. The Seller reserves the right at all times and without prior notice of default to suspend its own obligations under these General Terms and Conditions when the Buyer fails to comply with its obligations under these General Terms and Conditions, or fails to do so on time or in full. In such a case, the Seller may also choose to dissolve the Purchase by operation of law, without prior notice of default and with immediate effect, without prejudice to the Seller's right to full compensation for the damage suffered.

Article 15. Intellectual Property

15.1. The Seller is the exclusive owner and/or legitimate licensee of all intellectual property rights related to the Products and the (content of the) Website. The Buyer indemnifies the Seller against all damage that would result from an infringement of these intellectual property rights.

Article 16. Privacy

16.1. The Seller's privacy and cookie policy is available on the Website. The Buyer acknowledges having taken note of these statements and having accepted them.

16.2. The Seller diligently complies with European Regulation 2016/679 of 27 April 2016 regarding the protection of natural persons with regard to the processing of personal data ("GDPR" or "AVG"). The Buyer agrees that the Seller collects and processes their personal data for commercial purposes, more specifically in the context of the management, financing, and collection of claims, as well as marketing and promotion. This data may be used by the Seller, as well as by other affiliated companies or subcontractors, who will at all times offer appropriate guarantees regarding personal data protection, with a view to commercial prospecting, analysis and research, warranty arrangements for Products, as well as for the maintenance and management of the website. The data will be stored for the entire lifespan of the commercial relationship and, where applicable, also thereafter, to allow the Seller to comply with its legal obligations. The Buyer has a right of access, rectification, and erasure of their data, as well as a right to object to the processing of their data on the basis of a legitimate interest. The Buyer further has the right to object free of charge and without justification to the use of their data for direct marketing purposes. To exercise these rights, the Buyer must send a signed and dated request, accompanied by a recto/verso copy of the identity card or of a legal representative, to the Seller's registered office.

Article 17. Remaining Provisions

17.1. If any of the General Terms and Conditions should prove to be null and void or partly unenforceable, the remaining General Terms and Conditions shall not be affected thereby and shall retain their full effect minus the contested clauses, insofar as this is possible. The Seller and Buyer authorize the competent jurisdiction to replace the contested provision with a legally valid and enforceable provision that approximates the content and scope of the contested provision as closely as possible.

Article 18. Applicable Law and Competent Court

18.1. Belgian law is exclusively applicable.

18.2. In the event of a dispute, only and exclusively the courts designated by Article 624, 1°, 2°, and 4°, of the Judicial Code are competent.