1. Preamble
1.1. These General Terms of Sale (hereinafter referred to as the "General Terms") shall apply to all commercial relations and sales agreements between S.A. PLASTORIA ("Vendor" or "PLASTORIA") and its clients, subject to any special terms explicitly agreed upon in writing and signed by both parties.
1.2. The General Terms are available on the Vendor's website at www.plastoria.com and are deemed known and accepted by the Buyer upon use of the Vendor's online portal or upon receipt of a commercial offer. By engaging in any commercial activity with PLASTORIA, the Buyer confirms having read, understood, and agreed to be bound by these General Terms.
1.3. Any person accessing the secured area of the PLASTORIA website, placing an order, or requesting samples is deemed to have read, understood, and accepted these General Terms in their entirety.
1.4. In the event of a direct commercial offer made by the Vendor, acceptance of the offer implies full acceptance of these General Terms without reservation.
1.5. For purposes of these General Terms:
- The "Buyer" refers to any co-contracting party, client, or business partner of the Vendor
- The "Brands" refers to the trademarks represented by the Vendor, including but not limited to CERRUTI 1881, UNGARO, HUGO BOSS, ICE-WATCH, FESTINA, CHRISTIAN LACROIX, and CACHAREL
- The "Goods" refers to all products commercialized, distributed, or supplied by the Vendor
- "Corporate Gifts" refers to products purchased exclusively by a registered business entity for distribution without charge to recipients (employees, clients, prospects, or business partners) where ALL of the following criteria must be met:
- (a) the recipient pays nothing for the product;
- (b) the purchase is made by a registered business entity with valid business registration;
- (c) the quantity and patterns suggest genuine corporate use rather than commercial resale;
- (d) the intended use is exclusively promotional, employee recognition, or business relationship building;
- (e) the purchaser provides written confirmation of corporate gifting intent upon request.
- "Retail Distribution" refers to all distribution channels where end users, individual consumers, or non-professional purchasers acquire products for personal use or resale, including e-commerce websites, traditional retail stores, B2C catalog sales, travel retail, duty-free shops, airline sales, consumer marketplaces, and any channel primarily serving individual consumers.
1.6. These General Terms shall prevail over all other general or special conditions issued by the Buyer, including purchase orders, terms of purchase, or any other commercial documents, unless explicitly agreed otherwise in writing and signed by both parties.
1.7. In case of contradiction between these General Terms and any other document (including purchase orders, terms of purchase, email exchanges, or verbal agreements), these General Terms shall govern unless explicitly derogated in a separate written agreement signed by authorized representatives of both parties.
1.8. Written communications by email, including emails with acknowledgment of receipt or reply, constitute valid and legally binding forms of communication and notification for all purposes, including commercial notices, distribution policy changes, account suspension or termination, contractual updates, and legal notifications.
1.bis. EXCLUSIVE CORPORATE GIFT MARKET RESTRICTION
1.bis.1. Exclusive Market Limitation: All Goods are intended exclusively for the corporate gift market and may only be sold within this context. No retail distribution rights are granted under these General Terms.
1.bis.2. Prohibited Sales Channels: The Buyer is strictly prohibited from selling, distributing, marketing, or facilitating the sale of Goods through any of the following channels:
- Retail stores serving individual consumers
- E-commerce platforms and online marketplaces accessible to general public
- Consumer-oriented websites or digital platforms
- Duty-free shops, travel retail, or airline sales
- Any channel where individual consumers purchase products for personal use
- Discount or outlet stores serving general public
- Second-hand or refurbished goods markets
- Any sales where the end user pays for the product
1.bis.3. Corporate Gift Verification Requirements: The Buyer must verify and document for each sale:
- The purchaser is a registered business entity
- The intended use is legitimate corporate gifting
- Recipients will receive products without payment
- The business purpose (promotional, employee recognition, or business relationship building)
- Quantity patterns consistent with corporate gifting rather than resale
1.bis.4. Violation Consequences: Any breach of the corporate gift market restriction will result in:
- Automatic penalty equal to five (5) times the net value of all orders involved in the violation, excluding VAT
- Immediate suspension of all supply rights and account access
- Legal obligation to retrieve all improperly distributed Goods at Buyer's sole expense
- Potential immediate termination of the commercial relationship
- Recovery of all legal costs and enforcement expenses
1.bis.5. Monitoring and Compliance: PLASTORIA reserves the right to:
- Monitor the final destination and use of all sold Goods
- Request documentation proving corporate gift usage
- Conduct audits of Buyer's sales records and customer information
- Refuse supply when suspecting violation of corporate gift restrictions
2. Contract Formation
2.1. A sale is deemed valid and a contract formed upon written confirmation of the Buyer's order by the Vendor, including confirmation sent via email or fax (if no known email address exists). No verbal agreements or confirmations shall be binding upon PLASTORIA.
2.2. Similarly, a sales contract is deemed formed when the Buyer explicitly accepts a price offer from the Vendor in writing, including acceptance sent via email or fax.
2.3. Vendor agents and representatives do not have signing authority for contractual commitments. Any agreement, negotiation, or commitment made by intermediaries, sales representatives, or third parties must be confirmed in writing by the Vendor's authorized personnel to be valid and binding.
2.4. Goods are deemed accepted and compliant unless a written complaint is sent by the Buyer to the Vendor within eight (8) calendar days of delivery and acknowledged as received by the Vendor. Absence of written acknowledgment from PLASTORIA implies non-receipt of the complaint, and the Goods shall be deemed definitively accepted.
2.5. A deviation in quantity of up to ±3% from the ordered amount is acceptable within standard industry practices, and only the actual delivered quantity will be invoiced.
2.6. If the Buyer exceeds the internal credit limit authorized by the Vendor at any time between order confirmation and invoicing, the Vendor reserves the right to alter the order terms, modify payment conditions, or require advance payment before shipment. The credit limit refers to the cumulative outstanding balance allowed without prepayment or additional guarantees.
3. Distribution and Resale Limitations
3.1. Territorial Restrictions: Unless expressly authorized in a separate written agreement signed by PLASTORIA, the Buyer is strictly prohibited from selling, distributing, marketing, or facilitating the sale of Goods outside their country of business registration or to unauthorized geographical territories. This prohibition includes both direct sales and indirect sales through third parties.
3.2. Distribution Channel Restrictions: Goods may only be sold through the corporate gift market channel specifically authorized by PLASTORIA. Sale through any retail or consumer-oriented channels is strictly prohibited, as detailed in Section 1.bis.2.
3.3. Third-Party Sales Verification: The Buyer has a duty to verify the intended use, final destination, and corporate gift purpose of all Goods before completing any sale to third parties. The Buyer must refuse any sale that would result in retail distribution, unauthorized territorial violations, or non-corporate gift usage.
3.4. Penalties for Violations: Any breach of territorial, channel, or corporate gift restrictions will result in the cumulative penalties outlined in Section 1.bis.4 and the following additional measures:
- Immediate suspension of all supply rights and account access
- Legal obligation to retrieve all improperly distributed Goods at Buyer's sole expense
- Potential immediate termination of the commercial relationship
- Recovery of all legal costs and enforcement expenses
3.5. Brand Protection and Reputation: The Buyer acknowledges that improper distribution, unauthorized sales channels, retail distribution, or territorial violations may cause irreparable harm to brand reputation and market positioning. The Buyer agrees that monetary damages may provide insufficient remedy for such violations and consents to PLASTORIA seeking injunctive relief and other equitable remedies.
3.6. No Automatic Rights: No distribution rights, representation rights, exclusivity arrangements, or territorial protections are granted to the Buyer unless specifically detailed in a separate signed distribution agreement between the Vendor and the Buyer. Ongoing purchases, continuation of commercial relations, or historical business patterns shall not be construed as granting any such rights or creating legitimate expectations thereof.
3.7. Limited Transaction Rights: In the absence of a specific distribution agreement, the Buyer's rights are limited solely to the purchase and resale of specifically confirmed orders within the corporate gift market, without implying business continuity, territorial protection, exclusivity arrangements, or ongoing commercial relationship guarantees.
3.8. Termination and Suspension Rights: The Vendor may reorganize, suspend, or terminate its commercial arrangements with any Buyer at its sole discretion with immediate effect in cases involving:
- Breach of corporate gift market restrictions or retail distribution violations
- Breach of territorial or channel restrictions
- Unauthorized use of brand names, trademarks, or intellectual property
- Actions that damage or risk damaging brand reputation
- Non-payment, late payment, or credit limit violations
- Failure to comply with applicable regulatory requirements
- Material change in ownership, control, or management of Buyer's business
- Insolvency, bankruptcy, or financial distress of the Buyer
- Any conduct deemed incompatible with brand values or market positioning
3.9. Waiver of Compensation Rights: The Buyer expressly acknowledges and agrees that commercial relationships with PLASTORIA are conducted at the Buyer's own business risk. Upon termination, suspension, or modification of commercial arrangements, the Buyer expressly waives any right to compensation, indemnity, damages, or reimbursement of any kind, including but not limited to:
- In the absence of a properly signed distribution contract formalizing the relationship between the parties.
- Goodwill compensation or commercial clientele indemnification
- Loss of market position or competitive advantage
- Future profit expectations or lost business opportunities
- Recovery of marketing investments, promotional expenses, or business development costs
- Compensation for inventory, samples, catalogs, or promotional materials
- Notice periods beyond those explicitly required by mandatory law
- Any form of severance or termination payment
3.10. Investment Risk Assumption: Any marketing investment, promotional activity, sample procurement, catalog development, inventory building, or other business development expenditure made by the Buyer in connection with PLASTORIA products is undertaken entirely at the Buyer's own financial risk and discretion. Such investments will not be subject to reimbursement, compensation, or recovery from PLASTORIA under any circumstances, including upon termination of the commercial relationship.
4. Territorial Compliance and Enforcement
4.1. Authorized Territory: The Buyer is authorized to sell the Goods only within their country of business registration and only through the corporate gift market channel explicitly approved by PLASTORIA. Any expansion of territorial scope or distribution channels requires prior written authorization from PLASTORIA.
4.2. Violation Penalties: Any breach of territorial restrictions or corporate gift market limitations will result in the following immediate consequences:
- Automatic lump-sum penalty equal to five (5) times the net value of all orders involved in the violation, excluding VAT
- Additional fixed penalty of €10,000 per separate violation incident
- Immediate suspension of account access and supply rights pending investigation
- Obligation to provide detailed accounting of all unauthorized sales
4.3. Audit and Investigation Rights: To ensure compliance with territorial, channel, and corporate gift restrictions, PLASTORIA reserves comprehensive audit rights, including:
- Access to review and copy the Buyer's sales records, customer lists, and distribution data
- Right to conduct announced or unannounced inspections of Buyer's business premises
- Authority to require monthly detailed sales reports including customer information and final destinations
- Permission to access the Buyer's customer database for compliance verification purposes
- Right to engage third-party investigators or auditors to verify compliance
- Authority to require sworn declarations regarding sales territories, channels, and corporate gift usage
- Right to verify corporate gift documentation and business purpose evidence
4.4. Compliance Cooperation: The Buyer agrees to cooperate fully with all compliance audits and investigations, providing access to records, personnel, and facilities as reasonably requested by PLASTORIA or its authorized representatives.
5. Order Cancellation
5.1. Standard Product Cancellation: Orders for standard catalog items or destocked products not requiring special manufacturing may be canceled only if the products have not yet been shipped from PLASTORIA facilities. Such cancellations are subject to a cancellation fee of ten percent (10%) of the total order value, with a minimum cancellation fee of €100.
5.2. Custom Manufacturing Cancellation: Orders for specially manufactured, customized, personalized, or made-to-order products cannot be canceled once production has commenced. In case of attempted cancellation of such orders, the full agreed price remains payable plus an additional penalty fee of twenty-five percent (25%) of the order value to cover disruption and opportunity costs.
5.3. Cancellation Procedure: All cancellation requests must be submitted in writing via email to PLASTORIA and will only be considered upon written acknowledgment from PLASTORIA's authorized personnel.
6. Tools, Molds, and Creative Materials
6.1. Technical Equipment Ownership: Technical equipment such as molds, dies, printing screens, and manufacturing tools becomes the Buyer's property only upon full payment of all associated technical costs as invoiced by PLASTORIA.
6.2. Storage and Maintenance: Technical equipment remains physically stored at PLASTORIA facilities and maintained for a period of two (2) years from the date of the last order utilizing such equipment. After this period, equipment may be discarded, recycled, or disposed of if not claimed by the Buyer.
6.3. Creative Asset Ownership: Unless expressly agreed otherwise in writing, all photographs, visual creations, graphic designs, artwork, screen-printing films, and other creative materials developed in connection with Buyer orders remain the exclusive intellectual property of PLASTORIA and may not be returned, copied, or reused by the Buyer for any purpose.
7. Product Information and Specifications
7.1. Information Accuracy: All information provided in catalogs, brochures, emails, websites, presentations, and promotional materials is provided for general illustration and reference purposes only. Such information is subject to change without notice and does not constitute binding product specifications or performance guarantees.
7.2. Binding Specifications: Only the specific technical data, quantities, prices, and delivery terms explicitly included in the written order confirmation issued by PLASTORIA shall constitute binding contractual commitments.
7.3. Product Modifications: PLASTORIA reserves the right to modify product specifications, designs, materials, or manufacturing processes without prior notice, provided such modifications do not materially affect the product's intended function or quality standards.
8. Packaging and Presentation
8.1. Standard Packaging: Goods are delivered in standard packaging configurations as specified in PLASTORIA's current product catalog or as confirmed in the order acknowledgment.
8.2. Packaging Substitution: In cases of packaging material shortages or supply disruptions, PLASTORIA may substitute equivalent packaging materials or configurations without prior notice to the Buyer.
8.3. Packaging Policy Changes: Brand owners may modify packaging policies, designs, or requirements at any time. The Buyer accepts such modifications without reservation and acknowledges that packaging variations do not affect product functionality or quality.
8.4. Packaging Usage Restrictions: All packaging materials, brand elements, logos, and design features are provided solely for use with PLASTORIA Goods in the corporate gift market and may not be reused, copied, or repurposed for other products, purposes, or retail distribution.
8.5. Repackaging Prohibition: The Buyer may not repackage, relabel, or modify the presentation of PLASTORIA Goods unless explicitly authorized in writing by PLASTORIA and the relevant brand owners. All packaging must maintain corporate gift market positioning.
9. Risk Transfer and Transportation
9.1. Factory Collection: When Goods are collected directly from PLASTORIA's facilities by the Buyer or their designated representative, risk of loss or damage transfers to the Buyer upon physical collection. The Buyer assumes full responsibility for all export documentation, customs procedures, and regulatory compliance.
9.2. Buyer-Arranged Transport: When the Buyer utilizes their own transportation service or designated carrier, risk of loss or damage transfers to the Buyer upon handover to the carrier, as confirmed by appropriate transport documentation such as a CMR manifest or bill of lading.
9.3. PLASTORIA-Arranged Transport: When PLASTORIA arranges transportation services, risk of loss or damage transfers to the Buyer upon delivery at the agreed destination address. Absence of written remarks or objections at the time of delivery constitutes acceptance of the goods in good condition.
9.4. Force Majeure Protection: PLASTORIA shall not be liable for loss, damage, or delivery delays due to force majeure events or circumstances beyond its reasonable control, including but not limited to:
- Industrial strikes, labor disputes, or work stoppages
- Natural disasters, extreme weather conditions, or environmental events
- Government actions, regulatory changes, or customs delays
- Pandemic conditions, health emergencies, or public safety restrictions
- Cyber attacks, system failures, or communication disruptions
- Supply chain disruptions, material shortages, or supplier failures
- Transportation delays, carrier problems, or logistics disruptions
9.5. Transportation Costs: All transportation fees, shipping costs, customs duties, and related charges are borne by the Buyer unless FRANCO delivery conditions explicitly apply.
9.6. FRANCO Delivery Conditions: FRANCO delivery terms apply only to complete shipments meeting the minimum value threshold. Partial deliveries or orders below the minimum threshold will incur standard shipping charges regardless of overall order value.
10. Manufacturing Time and Delivery
10.1. Manufacturing Timeframes: Stated manufacturing times are estimates based on normal production conditions and commence upon order confirmation and receipt of all necessary specifications, artwork, payment confirmations, and regulatory approvals.
10.2. Buyer-Caused Delays: Delays in manufacturing or delivery caused by the Buyer's failure to provide required information, artwork approval, payment, or other necessary cooperation may extend delivery timeframes without penalty or liability to PLASTORIA.
10.3. Manufacturing Delays: Production delays due to manufacturing complexities, material availability, or quality control requirements do not justify order cancellation, price reductions, or compensation claims unless expressly agreed in writing.
10.4. Transportation Variables: Delivery times may be affected by transportation schedules, customs processing, and logistics factors beyond PLASTORIA's control. Such delays do not constitute grounds for compensation claims or contract termination.
11. Product Warranty
11.1. Warranty Period: Goods are warranted against manufacturing defects for a period of two (2) years from the date of shipment from PLASTORIA facilities. This warranty covers only defects in materials or workmanship under normal use conditions within the corporate gift market context.
11.2. Warranty Procedure: Returns under warranty are accepted only when products are returned in original, unmodified packaging with clear description of the claimed defect and proof of purchase. All warranty claims must be initiated through the official process at sav.plastoria.be.
11.3. Warranty Exclusions: The warranty does not cover and PLASTORIA disclaims liability for:
- Products that have been modified, marked, engraved, or customized after delivery
- Damage due to misuse, abuse, accident, or improper handling
- Consumable components including watch batteries, pen refills, cartridges, and similar items
- Watch crystals, glass components, and other fragile elements
- Normal wear and tear, aging, or gradual deterioration
- Damage due to improper storage, environmental conditions, or chemical exposure
- Products damaged during transportation not arranged by PLASTORIA
- Products used outside the corporate gift market context
11.4. Warranty Limitation: Product warranty does not cover incidental expenses, consequential damages, or costs incurred by the Buyer in connection with defective products, including labor costs, shipping expenses, or business interruption.
12. Retention of Ownership
12.1. Ownership Transfer: All delivered Goods remain the legal property of PLASTORIA until full payment of the purchase price, including any applicable interest, fees, or charges, has been received and confirmed.
12.2. Security Rights: Until complete payment is received, PLASTORIA retains comprehensive security rights, including:
- Right to reclaim possession of Goods regardless of their location
- Authority to access Buyer's premises to recover unpaid Goods
- Right to require adequate insurance coverage on Goods in Buyer's possession
- Authority to restrict or prohibit resale of Goods pending payment
- Right to ensure Goods remain within corporate gift market channel
12.3. Risk During Retention: Despite retention of ownership, the Buyer bears all risks associated with loss, damage, or deterioration of Goods from the time of delivery, provided the Goods remain within the authorized corporate gift market channel.
13. Payment Terms and Conditions
13.1. Currency: All payments must be made in Euros (EUR) unless explicitly agreed otherwise in writing. Currency conversion costs and exchange rate risks are borne by the Buyer.
13.2. Invoice Delivery: Invoices are validly delivered by email transmission to the Buyer's designated email address. The Buyer expressly accepts electronic invoice delivery and waives any requirement for paper invoices.
13.3. Late Payment Consequences: Late payments automatically trigger the following penalties without the requirement of formal notice:
- Fixed compensation of twenty percent (20%) of the overdue amount with a minimum penalty of €100
- Annual interest of fifteen percent (15%) calculated from the original invoice due date
- Immediate suspension of credit terms and requirement of advance payment for future orders
- Recovery of all collection costs, legal fees, and enforcement expenses
13.4. Tax Responsibility: The Buyer is responsible for all applicable taxes, duties, customs fees, and regulatory charges associated with the purchase, importation, or resale of Goods within the corporate gift market.
13.5. VAT Accuracy: Errors in VAT treatment resulting from incorrect information provided by the Buyer will result in the Buyer's liability for tax corrections, penalties, and associated costs imposed by tax authorities.
13.6. Invoice Acceptance: Invoices are deemed accepted and accurate unless written objections are submitted within eight (8) calendar days of invoice date and acknowledged in writing by PLASTORIA. Failure to receive written acknowledgment of objections from PLASTORIA constitutes deemed acceptance of the invoice.
13.7. Banking Charges: All bank charges, wire transfer fees, currency conversion costs, payment processing fees, and charges related to rejected or returned payments will be invoiced to the Buyer along with administrative handling fees.
14. Data Protection and Privacy Compliance
14.1. Regulatory Compliance: PLASTORIA processes personal data in strict accordance with Regulation (EU) 2016/679 (General Data Protection Regulation - GDPR), Belgian data protection laws, and applicable international privacy regulations.
14.2. Data Processing Relationship: When the Buyer acts as a data processor on behalf of PLASTORIA or processes personal data in connection with PLASTORIA products or services, the Buyer must:
- Implement appropriate technical and organizational security measures
- Process personal data only based on documented instructions from PLASTORIA
- Maintain strict confidentiality of all personal data
- Provide reasonable assistance with data subject rights requests
- Notify PLASTORIA immediately of any actual or suspected data security breaches
- Cooperate fully with regulatory compliance requirements and investigations
14.3. Individual Rights: Data subjects may exercise their rights under applicable privacy laws by contacting PLASTORIA's privacy officer at privacy@plastoria.com.
14.4. Data Retention: Personal data collected in connection with commercial relationships will be retained only for the duration necessary to fulfill legitimate business purposes or as required by applicable legal obligations.
14.5. Cross-Border Transfers: Any transfer of personal data outside the European Economic Area will be conducted in accordance with GDPR requirements and appropriate safeguards.
15. Intellectual Property Rights
15.1. Ownership Rights: All intellectual property rights associated with the Goods, including trademarks, service marks, trade names, copyrights, design rights, patents, and proprietary technologies, remain the exclusive property of PLASTORIA, its licensors, or the respective brand owners.
15.2. Usage Restrictions: The Buyer is strictly prohibited from:
- Using brand names, logos, or trademarks in internet domain names, social media accounts, or online profiles
- Registering or attempting to register trademarks that incorporate or are similar to protected brand names
- Creating derivative works, modifications, or adaptations based on protected designs or intellectual property
- Reverse engineering, copying, or reproducing product designs, packaging, or proprietary features
- Using protected intellectual property for products or services other than authorized PLASTORIA Goods within the corporate gift market
- Using brand materials in any retail or consumer-oriented context
15.3. Infringement Consequences: Intellectual property violations will result in immediate termination of commercial relationships and pursuit of all available legal remedies, including monetary damages, injunctive relief, and recovery of legal costs.
15.4. Brand Usage Authorization: Any use of brand names, logos, or trademarks in Buyer's marketing materials, commercial documents, or business communications requires prior written authorization from PLASTORIA and must comply with brand usage guidelines and corporate gift market positioning.
16. Regulatory Compliance and Business Standards
16.1. Legal Compliance: The Buyer must comply with all applicable laws, regulations, industry standards, and professional requirements in their jurisdiction of operation and any jurisdiction where Goods are distributed or sold within the corporate gift market.
16.2. Product Regulatory Compliance: The Buyer is responsible for ensuring that Goods meet all applicable local regulatory requirements, safety standards, and certification requirements. The Buyer must obtain any necessary regulatory approvals, certifications, or registrations required for product distribution or sale within the corporate gift market.
16.3. Anti-Corruption Standards: The Buyer warrants strict compliance with all applicable anti-corruption laws, anti-bribery regulations, and ethical business standards. The Buyer prohibits and will not engage in any form of corruption, bribery, improper payments, or unethical business practices.
16.4. Trade Compliance: The Buyer must comply with all applicable trade sanctions, export controls, import regulations, and international trade restrictions. The Buyer is responsible for obtaining necessary export/import licenses and ensuring compliance with customs requirements.
16.5. Environmental and Social Responsibility: The Buyer should conduct business in an environmentally responsible manner and maintain appropriate social responsibility standards consistent with modern business ethics and brand reputation requirements.
17. Limitation of Liability
17.1. Liability Cap: PLASTORIA's total liability arising from or related to these General Terms, any order, or the commercial relationship shall not exceed the total value of the specific order giving rise to the liability claim.
17.2. Excluded Damages: PLASTORIA expressly excludes liability for indirect damages, consequential damages, special damages, punitive damages, or incidental damages, including but not limited to:
- Lost profits or business opportunities
- Business interruption or operational delays
- Loss of goodwill or reputation
- Data loss or corruption
- Third-party claims or demands
17.3. Liability Exceptions: The limitations in this section do not apply to PLASTORIA's liability for death, personal injury caused by negligence, fraud, fraudulent misrepresentation, or other liability that cannot be excluded or limited under applicable law.
17.4. Mitigation Obligation: The Buyer has an obligation to mitigate damages and cannot recover for losses that could have been reasonably avoided through prompt action or reasonable business judgment.
18. Dispute Resolution and Jurisdiction
18.1. Exclusive Jurisdiction: Any dispute, controversy, or claim arising from or related to these General Terms, any commercial relationship, or any order shall fall under the exclusive jurisdiction of the courts of Brussels, Belgium. The Buyer expressly submits to this jurisdiction and waives any objection to venue or inconvenient forum.
18.2. Governing Law: All contractual relationships, disputes, and legal issues shall be governed by and interpreted in accordance with Belgian law, without regard to conflict of law principles.
18.3. Alternative Dispute Resolution: While not mandatory, parties may agree to attempt mediation or other alternative dispute resolution before initiating litigation. However, such procedures do not limit PLASTORIA's right to seek immediate injunctive relief or other urgent legal remedies when necessary to protect its interests.
18.4. Language: All legal proceedings, if any, shall be conducted in French or Dutch, as appropriate under Belgian court procedures.
19. Contract Validity and Severability
19.1. Severability: If any provision of these General Terms is determined to be invalid, illegal, or unenforceable under applicable law, such invalidity shall not affect the validity or enforceability of the remaining provisions.
19.2. Substitute Provisions: Invalid or unenforceable clauses shall be replaced by valid and enforceable provisions that most closely achieve the intended commercial purpose and economic effect of the original provision.
19.3. Entire Agreement: These General Terms, together with any specific written agreements between the parties, constitute the entire agreement regarding the subject matter and supersede all prior negotiations, representations, or agreements, whether written or oral.
20. Modifications and Updates
20.1. Amendment Rights: PLASTORIA reserves the right to modify, update, or amend these General Terms at any time to reflect changes in business practices, legal requirements, or commercial conditions.
20.2. Notice of Changes: Updates to these General Terms will be posted on PLASTORIA's website at www.plastoria.com. For material changes affecting existing commercial relationships, PLASTORIA will provide reasonable advance notice where practically feasible.
20.3. Acceptance of Changes: Continued engagement in commercial activities with PLASTORIA after the effective date of any modifications constitutes acceptance of the updated General Terms.
20.4. Version Control: The most current version of these General Terms shall always govern new orders and transactions, regardless of when the commercial relationship was initially established.
21. Language
21.1. These General Terms are available in several languages for the Buyer's convenience.
21.2. In the event of any discrepancy or difference of interpretation between language versions, the English version shall prevail.