GENERAL TERMS AND CONDITIONS OF SALE
Overview
In force as from: March 2026
1. PURPOSE
1.1 These General Terms and Conditions of Sale (hereinafter, the « GTC ») govern all purchases and orders placed with Laboratoires SMB (hereinafter, « SMB ») whose registered office is located at Rue de la Pastorale 26–28, 1080 Brussels, Belgium, registered with the Crossroads Bank for Enterprises under number 0418.956.361, via the website(s) exclusively accessible to healthcare professionals [https://www.smblab.be/pharmacy] (hereinafter, the « Website »).
1.2 These GTC apply exclusively to natural or legal persons acting within the scope of their commercial, industrial, artisanal or liberal professional activity and, more specifically with regard to SMB’s activities, to physicians and pharmacists duly authorised to practise and holding an account on the Website, as well as to any SMB’s representative acting in their name and on their behalf (hereinafter, the « Buyer »).
1.3 The GTC are made available to the Buyer during the ordering process and are accessible at any time on the Website. They may also be provided upon simple request sent to mailcontact@smb.be.
1.4 The contractual relationship between SMB and the Buyer is governed exclusively by these GTC, to the exclusion of any general or specific terms and conditions of the Buyer.
1.5 In the event of any discrepancy or inconsistency between different language versions of these GTC, the Privacy policy or the Cookie policy, the French version shall prevail. 1.6 SMB reserves the right to amend or update these GTC at any time. The GTC applicable to the Buyer are those in force on the date the order is placed. Any amendments shall not apply to orders already confirmed.
2.2 PRODUCT CHARACTERISTICS
2.1 SMB develops, manufactures and/or markets products intended for professional use in the healthcare and laboratory sector (hereinafter the “Product(s)”). The essential characteristics of the Products are described on the Website and/or in the professional documentation made available to Buyers.
2.2 The Products marketed by SMB are intended exclusively for professional use by qualified healthcare professionals who undertakes to use the Products in accordance with their intended purpose, the instructions provided, recognised professional standards and all applicable legal and regulatory provisions.
2.3 The Products, their formulations, names, trademarks, patents, instructions for use, visuals, technical documents and, more generally, any related content may be protected by intellectual property rights. Any unauthorised reproduction, representation or exploitation is strictly prohibited and may constitute an act of infringement under applicable law.
3. ONLINE ORDERING PROCESS
3.1 The purchase of Products may be carried out through different ordering channels available to healthcare professionals and representatives, including via the Website as described hereunder or via authorized wholesalers such as Febelco or Belmedis.
3.2 The Website allows Buyers to order Products with a total amount equal to or exceeding 250€, according to the following procedure:
- selection of the Product(s);
- addition of the Product(s) to the shopping cart;
- review and validation of the shopping cart;
- identification of the Buyer and provision of required professional data;
- indication of the delivery address;
- selection of the payment method;
- verification of the information entered; express acceptance of these GTC;
- validation of the order via the “ORDER” button.
Following this process, an order confirmation is sent to the Buyer by email.
For further information regarding the processing of these data, Buyers are invited to consult the Privacy policy.
3.3 Products are available as long as they are displayed on the Website and subject to availability of stocks. In the event of unavailability, the Buyer shall be informed by email. Products that are not available at the time of order preparation will not be invoiced. The Buyer shall only be invoiced for products that have been effectively delivered by the wholesalers to the pharmacy.
3.4. Ordering Products is strictly reserved for pharmacists duly authorised to practise, meeting the applicable eligibility criteria – in particular registration with competent bodies such as APB – and having the required legal capacity, as well as persons duly authorised to act on their behalf. SMB reserves the right to refuse or cancel, as of right and without compensation, any order not complying with these conditions.
3.5 SMB reserves the right to suspend or terminate, without prior notice, the Buyer’s access to the Website or professional account in the event of false declarations, failure to meet eligibility conditions, breach of these GTC or fraudulent use of the Website. Such suspension or termination shall not give rise to any compensation.
3.6 Final validation of the order by clicking the “ORDER” button constitutes an electronic signature, binding the Buyer in the same manner as a handwritten signature.
3.7 Computerised records stored in SMB’s information systems under reasonable security conditions shall be deemed evidence of communications, orders and payments between the parties. The Buyer acknowledges the evidentiary value of electronic exchanges, order confirmations, connection data and computer records, which shall prevail unless proven otherwise.
4. PRICE AND PAYMENT TERMS
4.1 Prices are expressed in euros (EUR) and and correspond to the pharmacy purchase price, exclusive of value added tax (VAT). Shipping and delivery costs are free for orders exceeding 250€.
4.2 SMB updates its price list on a monthly basis, in accordance with the applicable official pricing procedure. Any price changes are communicated to the competent professional and regulatory bodies, including APB, BCFI and CBIP. The prices applicable to an order are those in force at the time the order is confirmed. The Product(s) will be invoiced after delivery. Payment shall be due on the date indicated on the corresponding invoice, which will be sent via Peppol or, in countries where Peppol is not mandatory, by email.
5. DELIVERY
5.1 Products are delivered to the address indicated by the Buyer at the time of ordering, using a third-party distributor of SMB (hereinafter, the “Distributor”). The Buyer undertakes to provide complete, accurate and up-to-date information. SMB shall not be liable for any delay or failure in delivery resulting from inaccurate or incomplete information or from delays attributable to the Distributor.
5.2 Products are delivered withing four (4) working days after the order has been placed. Exceeding such times – in particular in the event of stock shortages – shall not give rise to any compensation by SMB. Delivery times commence as from the sending of the order confirmation email.
5.3 In accordance with regulatory obligations applicable to healthcare products, SMB reserves the right to implement any traceability, withdrawal or recall measures. In such cases, the Distributor, may issue a list of the affected customers and contact them directly. The Buyer undertakes to cooperate fully with any withdrawal or recall action, including by informing the Distributor of the number of Products remaining in its possession and making them available for collection by the Distributor.
6. TRANSFER OF RISKS – RETENTION OF TITLE
6.1 Risks relating to the Products are transferred to the Buyer upon delivery of the Products to the carrier.
6.2 The Products shall remain the property of the Distributor until full and effective payment of the price by the Buyer. This retention of title clause does not prevent the transfer of risks as provided for in Article 6.1.
7. WARRANTY
7.1 In accordance with the law, the Buyer benefits from the warranty against hidden defects provided for in Articles 1641 to 1649 of the Civil Code, relating to hidden defects that render the Product unfit for sale to customers in pharmacies.
To the fullest extent permitted by law, SMB disclaims all warranties relating to hidden defects.
8. CLAIMS
8.1 Any claim relating to the Products or to the performance of the contract must, in order to be admissible, be notified in writing within five (5) calendar days from the date on which the Buyer became aware of the event giving rise to the claim. Failing this, the Buyer shall be deemed to have accepted the situation without reservation and irrevocably waives any claim in this respect.
Claims may be submitted, at the Buyer’s choice:
- By email: mailcontact@smb.be;
- By registered letter with acknowledgment of receipt: Laboratoires SMB, Rue de la Pastorale 26-28, 1080 Bruxelles, Belgique.
9. LIABILITY
9.1 SMB shall not be liable in the event of force majeure or unforeseeable circumstances, as defined in Article 10.
9.2 SMB’s liability is strictly limited to proven direct damages attributable to a demonstrated fault of SMB. Liability for any indirect damages is expressly excluded, including but not limited to loss of profits, loss of data, loss of time, commercial losses or any other indirect financial consequences.
9.3 SMB shall not be liable for damages resulting from the use of the internet network, in particular in the event of service interruption, fraudulent intrusion or computer viruses.
9.4 In accordance with Article 2.2, the Buyer remains solely responsible for the choice of Products, their suitability for sale to customers in pharmacies. SMB shall not be liable for any use of the Products that does not comply with their intended purpose, usage recommendations or applicable regulatory obligations.
9.5 Information, descriptions, product leaflets, technical documents or content displayed on the Website are provided for informational purposes only and do not constitute medical, therapeutic or diagnostic advice, nor a treatment recommendation. SMB does not intervene in the medical or pharmaceutical decision-making of the Buyer, which remains under the Buyer’s sole professional responsibility.
9.6 The Products are intended to be marketed and used solely by the pharmacy for which the orders are placed and exclusively for sale to its own customers.
9.7 The Buyer is also solely responsible for compliance with the regulations in force in its country of establishment or professional practice and may not invoke such regulations to the detriment of SMB.
10. FORCE MAJEURE
10.1 Force majeure means any event beyond the control of the parties, whether foreseeable but unforeseen, which renders the performance by a party of one or more of its obligations impossible or substantially more difficult.
10.2 The party invoking force majeure shall inform the other party as soon as reasonably possible.
10.3 Obligations affected by force majeure, as well as the corresponding obligations of the other party, are suspended for the duration of the force majeure event, without giving rise to any compensation.
10.4 If the force majeure event continues for more than three (3) months, either party may terminate these GTC with immediate effect and without compensation, by notification sent by registered letter.
11. VALIDITY OF CONTRACTUAL CLAUSES
11.1 If SMB does not enforce a provision of these GTC at a given time, this shall not mean that SMB waives its right to enforce that provision at a later date.
11.2 If any provision of these GTC is held to be invalid, expired or unenforceable, in whole or in part, this shall not affect the validity of the remaining provisions. The invalid, expired or unenforceable provision shall be considered as not written and shall be replaced by a valid provision that reflects, as closely as possible, the original intent of the parties.
12. GOVERNING LAW AND JURISDICTION
12.1 The validity, interpretation and/or performance of these GTC are governed by Belgian law, to the fullest extent permitted by applicable rules of private international law.
12.2 Any dispute relating to the validity, interpretation or performance of these GTC shall fall within the exclusive jurisdiction of the courts of the judicial district of Brussels, to the fullest extent permitted by applicable rules of private international law.
12.3 Prior to initiating any judicial proceedings, the Buyer and SMB undertake to seek an amicable resolution of the dispute. To this end, the parties shall first contact each other directly before resorting, where appropriate, to mediation, arbitration or any other alternative dispute resolution mechanism.