GENERAL TERMS AND CONDITIONS - BELGIAN TECHNOLOGY & CONSTRUCTION NV
The present translation of the general terms and conditions of BETEC NV is for the Customer's information only. In the event of discrepancies between the Dutch version and the English translation, the Dutch version shall prevail.
The legal relationship between BELGIAN TECHNOLOGY & CONSTRUCTION NV, with its registered office at 2220 Heist-op-den-Berg, Industriepark 24 bus 5, registered in the Crossroads Bank for Enterprises and the VAT register under number BE0459.682.406, e-mail firstname.lastname@example.org, tel. +32 15 63 65 67, IBAN BE02 2300 1225 3140, BIC GEBABEBB, website www.betecnv.be (hereinafter "BETEC"), and the Customer (collectively referred to as the "Parties"), is governed by these general terms and conditions (hereinafter the "Terms and Conditions"), possibly supplemented by specific terms and conditions specific to the order (e.g. offer) (collectively referred to as the "Agreement").
These Terms shall have legal effect in the relationship between BETEC and the Customer and shall replace and supersede all written or oral understandings, agreements, proposals and undertakings which relate to the same subject matter and which would precede the date of the final Agreement between the parties.
1.1. These Terms and Conditions apply to the orders entrusted to BETEC by the Customer and placed by the Customer. These Terms and Conditions must be accepted by the Customer, upon confirmation of the offer.
The acceptance of the Terms and Conditions shall also be inferred from the normal performance of the order/assignment, or they shall be deemed to have been accepted by the Customer if the Customer has not expressed any objection within a reasonable period following their receipt, hereby set at 7 calendar days. The Customer hereby waives the general or special conditions that he mentions on his own commercial documents or in his correspondence, even if these stipulate that they are the only ones applicable. Deviations from the Terms and Conditions are only possible with BETEC's prior written consent.
1.2. BETEC reserves the right to amend or supplement the Terms and Conditions at any time provided a valid reason is given. If necessary, written notice of this will be given to the Customer. If the Customer has not objected in writing to the change(s) or addition(s) in question within 14 days of receipt of this notice, he shall be deemed to have accepted them.
1.3. The Customer is solely and exclusively responsible for the accuracy of all data they submit and use. BETEC does not bear any responsibility for incorrect data entry by the Customer.
1.4. If the Customer acts on behalf of a legal entity, he shall at all times be held personally responsible for outstanding invoices, if it should emerge that the Customer was not authorised to act on behalf of the legal entity at the time the order was placed or if the legal entity for which the order was signed waives its payment obligation.
Conclusion of the Agreement
2.1. Commercial documents and offers do not create any obligations on the part of BETEC. All quotations are without obligation, both regarding price, content and performance period and expire after 30 days unless another expiry date has been agreed between the parties. The offer is based on the information available to BETEC up to that time provided by the Customer or prospect.
2.2. The Agreement between BETEC and the Customer shall not come into effect until the Customer returns a signed offer, together with the Terms and Conditions signed by the Customer, to BETEC, and this is validated with a confirmation sent by BETEC. The confirmation will be sent to the email address provided by the Customer. The Customer is responsible for ensuring that messages do not end up in the spam folder.
2.3. Only products and services expressly mentioned in the quotation are covered by the Agreement. All changes and additional services - for whatever reason - are beyond the scope of the original Agreement and will be charged additionally.
2.4. The transfer of risks takes place when the purchased products are delivered to the address provided by the Customer and are presented there for unloading - unloading of the products is therefore at the Customer's risk - or when the products are presented at the address of the registered office of BETEC where the Customer should collect them (indicated by "EX WORKS" on offer/invoice). The Customer is exclusively liable for any loss or damage of any kind caused by or to the products from that time onwards. BETEC can only be held liable for damage occurring after this transfer of risk, for instance during the transport, unloading or installation of the products, if BETEC has rendered its cooperation in this at the Customer's request and to the extent that the Agreement provides for the relevant provision of services by BETEC.
3.1. BETEC will state the applicable prices in euros. The parties agree that the applicable prices are those prevailing upon formation of the relevant Agreement between the Customer and BETEC, exclusive of transportation, any applicable taxes or import duties, packaging, VAT or other governmental charges imposed and borne by the Customer (such as REPROBEL, ...), unless otherwise agreed with the Customer.
3.2. To the extent that the Agreement provides for the delivery (excluding unloading) of the purchased products by BETEC to the delivery address provided by the Customer, the delivery costs for this order shall be borne by the Customer, unless otherwise agreed (cf. indication "CIF" or "DAP" on the invoice/offer). To the extent that the Agreement provides for the installation of the products by BETEC, the installation costs shall be borne by the Customer.
3.3. Any price increases caused by third-party suppliers, by a change in the prices of raw materials or by a change in the law, and thus entirely independent of the will of BETEC, prior to the date of delivery, of provision or in case of a possible installation, shall by operation of law and without prior notice bring about a revision of the prices stated in the Agreement without the Customer being able to demand the termination of the Agreement on this basis. In general, BETEC reserves the right to make a price adjustment provided it has a valid reason for doing so. Any price adjustment shall be limited under the legal guidelines in this regard, such as Article VI.91/5 of the Belgian Code of Economic Law (WER).
4.1. Assigned orders or placed orders shall be invoiced to the Customer (1) in advance using advance invoices, (2) or at the start, (3) during or (4) after the completion of the order/delivery/provision by BETEC. BETEC thus reserves the right to request one or more advance payments before the commencement of an assignment/order or during an ongoing order.
4.2. All invoices are sent digitally (pdf) and are payable within 30 days unless a different payment term is stated on the invoice.
4.3. If payment is not made within the stipulated payment period, the invoice amount shall be increased by operation of law and without prior notice of default by interest equal to 1% per month, calculated on the amount still outstanding, whereby each month begun shall be deemed to have elapsed, and a fixed compensation amounting to 10% of the amount of the invoices still unpaid, with a minimum of EUR 150.00. The defaulting Customer shall also bear all collection costs.
4.4. To the extent that the Customer is in default of payment of one or more outstanding invoices, BETEC reserves the right to suspend further performance of its order or the delivery of products until all outstanding invoices are settled (including added damages and default interest). The Customer shall in all cases owe all amounts for the services rendered and expenses incurred by BETEC, including legal and out-of-court costs.
4.5. Any non-payment of an invoice before its due date renders all other invoices payable to the same debtor due and payable. If instalment periods have been explicitly granted by BETEC in writing, the total amount still owed shall be due and payable without further notice or default as soon as one instalment period has not been observed as stipulated. All payments shall first be set off against the default interest already due.
4.6. In the event of non-payment, all amounts due will be collected through legal means.
4.7. Any protest concerning an invoice should be addressed to BETEC within 7 calendar days of the invoice date and by registered letter. Protests after this date will be considered null and void.
Retention of title
5.1. The delivered products shall, even after being incorporated, remain the property of BETEC until full payment (principal, costs and interest) of the products is received from the Customer (notwithstanding that the Customer shall bear the risk of loss and/or destruction of the products from the time of delivery or provision under Article 2.4. of these Terms and Conditions). In the event of partial deliveries and if they are the subject of separate payments, the products shall also, even after being incorporated, remain the property of BETEC until the time of full payment (principal, costs, interest) of the entire order. Until full payment has been made, the Customer shall not be entitled to dispose of the products in any way whatsoever or to lease, pledge, give away, alienate or encumber these products; this list is not exhaustive. The Customer shall immediately notify BETEC of any seizure of the delivered products.
5.2. BETEC may remove the delivered products (or have them removed) from the Customer's premises if the Customer has not promptly paid the corresponding invoices relating to the delivered products. If the removal is due to Customer's payment default, then such removal shall not constitute a cancellation of the order by BETEC unless expressly notified in writing by BETEC.
5.3. The Customer expressly notes that, to the extent permitted by applicable law, the following agreements will apply between the parties:
a) If the delivered products are processed, manufactured or adapted, BETEC is a co-owner of the resulting new product to the extent of the invoice value of the delivered products that have become part of the new product.
b) If BETEC should lose its retention of title to the delivered products under applicable law through incorporation or mixing with other products, the Customer hereby, now for then, transfers co-ownership to BETEC of the resulting new products to the extent of the invoice value of the delivered products. The Customer shall keep all such products for BETEC free of charge.
c) The Customer may sell the delivered products or the products of which BETEC is co-owner only under normal continuation of the business, under usual terms of sale, and only to the extent that the Customer meets its financial obligations to BETEC when due. The Customer sells the delivered products exclusively with retention of title for BETEC. Customer's claims arising from Customer's sale of the delivered products are hereby transferred to BETEC, and BETEC accepts such transfer. Such claims shall serve as security for BETEC's claims against the Customer to the same extent as the Products delivered.
e) If the Customer collects amounts received from the sale of products supplied by BETEC within a relationship of revolving credit between Customer and its respective customers, the Customer hereby transfers to BETEC such proportion of the final balance due to Customer as corresponds to the amounts received from Customer's sale of the products supplied.
Delivery of products
6.1. Ordered products are delivered:
(a) either at the delivery address provided by the Customer.
In this case, the Customer is responsible for any customs clearance (performing the customs formalities for importing the products) and the payment of any import duties. The Customer is also responsible for the accuracy of the address information provided. The Customer shall bear the delivery and transport costs unless otherwise agreed between the parties (indication 'CIF' or 'DAP' on offer/invoice).
(b) or by making the products available at the address of BETEC's registered office where, if applicable, they are to be collected by the Customer (indication "EX WORKS" on offer/invoice).
6.2. BETEC shall, in mutual consultation with the Customer, agree on a date or schedule for the performance of the services or delivery of the ordered products. BETEC is entitled to change the planning or extend the term of execution if the planning cannot be followed and it deems this necessary, without prejudice to the Customer's obligation to pay for the services rendered and costs incurred up to that time. All offers or planning agreements are made without commitment as to the delivery and execution dates, which are always approximate.
6.3. BETEC may, at its discretion, engage third parties for the performance of the order and delivery. In case of delivery of the ordered products to the delivery address provided by the Customer (Article 6.1.a) BETEC cannot be held responsible for any consequential losses due to late delivery or non-delivery by the carrier, even if BETEC appointed it.
6.4. In case of delivery to the delivery address provided by the Customer (Article 6.1.a), the Customer is responsible for unloading the delivered products. In the absence of the Customer at the time of delivery, BETEC shall also be entitled to proceed to unload the delivered products itself, without incurring any liability in this regard.
In the event of making the products available at BETEC's registered office (Article 6.1.b), the Customer is obliged to take delivery or collect the ordered products within a period of 15 calendar days. Failing this, BETEC shall be entitled to claim payment of the purchase price of the part not taken possession of, or to charge costs for the storage of these products from the 16th day of making them available, in the amount of minimum EUR 1.15/m² per calendar day.
6.5. If the products delivered by BETEC are damaged at the time of acceptance by the Customer, do not correspond to the products specified on the delivery note, or do not correspond to the products which the Customer has ordered, this must be reported to BETEC as soon as possible and at the latest within 3 calendar days of receipt via email. In such a case, BETEC will consider how the above issue can be remedied in consultation with the Customer. Complaints received outside of this timeframe will be considered late and therefore null and void.
The Customer must provide detailed supporting documentary evidence of the complaint.
Any liability on the part of BETEC shall be treated as set out under clause 8 of these Terms and Conditions.
Termination of Agreement and Cancellation
7.1. This Agreement is entered into for the full term of the agreed assignment/order and delivery.
7.2. Either Party may terminate the Agreement with immediate effect in the event of gross negligence or shortcomings on the part of the other Party or in the event of ordinary negligence or shortcomings if these could not be remedied within 30 days of notice of default being given, including the unpaid (advance) invoices to which article 4.3. of these Terms and Conditions remains fully applicable. In the event of early termination, all amounts due shall become due and payable, and all services rendered but not yet invoiced may be invoiced.
7.3. BETEC may also unilaterally terminate the Agreement at any time. If the early termination is due to a shortcoming on the part of the Customer, the latter may in no circumstances claim compensation or a refund of the amounts paid.
7.4. In addition, BETEC shall be entitled to terminate the Agreement immediately and without prior notice by registered letter in the event of bankruptcy, liquidation, cessation of payment or impairment of the Customer's creditworthiness, if there are reasonable grounds for doubting the Customer's ability to fulfil its obligations (on time) or if it acts in breach of one or more of these Terms and Conditions.
7.5. If the Customer terminates the Agreement prematurely, without complying with the provisions of this Article, i.e. cancels the order after the formation of the Agreement, the Customer shall pay a lump-sum cancellation fee of 30% of the offer price (including VAT) with a minimum of EUR 1,500.00, without prejudice to BETEC's right to demonstrate and claim full damages. Cancellation by the Customer shall also include cases where delivery is not possible due to the Customer's actions or omissions, in which case the full amount of the order shall be due. The order can only be duly cancelled by the Customer by email and provided that BETEC has sent an acknowledgement of receipt of this email to the Customer.
7.6. In case of cancellation by BETEC of an order after the conclusion of the Agreement, BETEC shall pay a lump-sum cancellation fee of 15% of the offer price (including VAT) with a minimum of EUR 150.00. In case of cancellation of an order, BETEC shall notify the Customer by email.
8.1. The awarded assignments shall be carried out by BETEC - or by the third Party or parties appointed by it - in full professional independence and to the best of its knowledge and ability in accordance with the requirements of good workmanship (best efforts obligation).
8.2. The Customer warrants that the information essential for the proper execution of the order has been provided in writing. This includes, but is not limited to, normal conditions of use (either 1 shift per day maximum, 8 hours per day, 5 days per week), use according to instructions, and proper maintenance.
BETEC is not liable for any damage caused by incompleteness of or inadequacy in the information provided by or on behalf of the Customer.
8.3. BETEC is not liable for any damage, of whatever nature, arising from the Customer's failure to comply with the Agreement, nor is it liable for damage caused directly or indirectly by any act of the Customer or any third party (such as maintenance, modification transportation or repair other than performed by or on behalf of BETEC, as well as, installation, unloading, use, maintenance, repair, modification performed by Customer or its appointed third Party or parties other than as prescribed, or pursuant to a design, material or manufacturing defect in the product), whether caused by error or negligence.
8.4. BETEC cannot, except in the case of intent, be held liable for any loss or damage of any kind, which would result in whole or in part from its actions. In addition, BETEC cannot be held liable for loss or damage of any kind, which would be due in whole or in part to its appointees.
8.5. BETEC's liability is thus limited to the liability mandated by law, subject to the explicit undertakings made by BETEC under the Agreement.
8.6. BETEC shall in no event be liable for indirect or consequential damages, whatever the cause, form or object of the claim in which liability is invoked.
8.7. If BETEC's liability is retained, it shall only be obliged to remedy the defects or refund the price of the product or order.
8.8. If the term "EX WORKS" appears on any of the invoices or quotations and the Agreement does not provide for the provision of additional services by BETEC (such as delivery, assembly and installation of the products), BETEC cannot in any event be held liable for any damage caused to the products after it has offered those products, even if BETEC has still rendered its cooperation in the assembly and installation of those products. In such cases, the Customer shall bear the risk under Article 2.4. of the Terms and Conditions.
8.9. BETEC cannot under any circumstancesbe held liable for damage caused to the products as a result of unloading the products after it has delivered the products to the delivery address provided by the Customer. The Customer bears full responsibility for unloading the products.
9.1. BETEC grants a contractual warranty of 6 months from the delivery or provision, the date of which shall be apparent from the delivery note, of BETEC-manufactured products, provided that BETEC's installation, maintenance and operating instructions have been complied with (this is 1 shift per day maximum, 8 hours per day, 5 days per week), including the use of machine parts recommended or approved by BETEC, and provided that invoices have been paid in full in accordance with Article 4 of these terms and conditions.
In the event of a defect to a product manufactured by BETEC, the Customer may only return the relevant product to BETEC, following the latter's approval and only in the original or a package approved by BETEC. BETEC will determine the method of transportation. BETEC only covers transportation costs during the warranty period if the defect is due to constructional faults.
No warranty is provided for parts subject to wear and electrical components. Nor shall the technician's hours of work and travel be included in the warranty arrangement.
9.2. Hidden defects that become apparent after the 6-month warranty period must be reported in writing to BETEC within 5 working days of the buyer establishing a defect. If BETEC is liable for the hidden defect, the warranty provided shall be limited to the delivery of the parts to be replaced. The replacement or repair itself shall be at the expense of the Customer.
9.3. If the warranty is not found to cover defective parts after inspection, all labour, material and transportation costs incurred will be charged to the Customer.
9.4. The warranty is voided during the warranty period if the CE identification plate or serial number has been removed from the machine.
9.5 The guarantee for products and subproducts delivered by BETEC and or co-manufactured but produced by third parties exclusively comprises the warranty given to BETEC by these third parties. BETEC cannot in that case be obliged to pay compensation for any damage resulting from a defect in the used product or sub-product.
Force majeure and imprecision
10.1. Except for payment obligations, the parties cannot be held liable for delays or defects in the performance of the Agreement if such delays or defects are the results of facts or circumstances independent of the will of one of them, which cannot be foreseen and which cannot be avoided (force majeure), such as exceptional weather conditions, total or partial strikes that may affect the order, epidemics and pandemics, earthquake, fire, storm, flood, water damage, theft, blockage of the computer, IT or telecommunications system, blockage of distribution or the unavailability of certain raw materials or products.
If one of the Parties is affected by a force majeure situation, it shall immediately notify the other Party in writing. These elements thus discharge BETEC from the fulfilment of a performance period or its obligation to deliver, without the Customer being able to assert any right to compensation for costs, damage and interest on that account.
10.2. In the event of force majeure, the parties may suspend performance of the Agreement during the period in which the force majeure exists, or terminate the Agreement (by registered letter) if the force majeure continues for more than 6 months. In that case, the Customer shall be obliged to compensate BETEC for the executed part of the order without any compensation being due.
10.3. A Party may request the other Party to renegotiate this Agreement with respect to its modification or termination if the following requirements are met:
a change in circumstances makes the performance of this Agreement or an obligation in this Agreement excessively onerous to the extent that its performance can no longer reasonably be required (e.g., financial circumstances, drastically changed economy, sharp price increases, supply chain disruption);
this change could not be foreseen at the time the agreement was concluded;
such change is beyond the reasonable control of the party requesting renegotiation;
neither party has agreed to bear the financial risk of this change.
The parties will continue to perform the Agreement during the renegotiation. If the parties have not been able to renegotiate the Agreement within 30 days, this Agreement will be automatically terminated after one month, unless there is an intervention by a court of law or an expert.
Processing of personal data
11.1. Under the General Data Protection Regulation of 24 May 2016 on the protection of privacy in the processing of personal data ("GDPR"), BETEC collects and processes the personal data of the Customer and its employees for its customer management (including customer administration, order follow-up, invoicing, solvency follow-up and sending marketing and personalised advertising).
Personal data is processed based on Article 6.1. b) of the GDPR.
If this is necessary for the realisation of the said purposes, the Customer's personal data will be shared with other companies within the European Economic Area that are directly or indirectly connected to BETEC. BETEC will require these recipients to take the necessary technical and organisational measures to protect the shared personal data.
Personal data processed for customer management purposes will be kept for as long as necessary to meet legal requirements (including those in accounting).
11.2. The Customer has the right to inspect their personal data at any time and may correct it or have it corrected if it is incorrect or incomplete, have it deleted or have its processing restricted. The Customer also has the right to obtain a copy (in a structured, common and machine-readable form) of their personal data and have it transferred to another company. The Customer may also object, free of charge, to any processing of their personal data for direct marketing. To this end, the Customer must send a written, dated and signed application to BETEC, with proof of identity (copy of identity card).
11.3. All personal data obtained and processed through the website will be treated confidentially and will not under any circumstances be passed on to third parties.
Intellectual Property Rights
12.1. Technical drawings, notes, designs, concepts, choice of materials, illustrations, logos, look & feel, photos, images, manufacturing and production methods, (product) descriptions, data, product or company names, texts, etc. which are developed and/or used by BETEC, in whatever form, are and remain its property, as well as any documentation which may be made available to the Customer in that respect (for instance in the offer) or placed on the website.
12.2. Neither the delivery of products, nor the provision of services, nor the forwarding of the offer by BETEC shall result in any transfer of intellectual property rights to the Customer.
12.3. In the event of Customer breaching the provisions of this Article, the Customer shall be liable to pay fixed damages in the amount of EUR 1,500.00 for each breach established, without prejudice to BETEC's right to demonstrate and have the full damages compensated.
Nullities and lapses of rights
13.1. The possible nullity, invalidity or unenforceability of any of the provisions of these Terms and more generally of the provisions governing the legal relationship between the parties for any reason whatsoever (in whole or in part) shall not in any way affect the validity of the other clauses of these Terms despite the nullity of the disputed clause. Consequently, the other provisions of these Terms and Conditions shall continue to apply in full.
13.2. BETEC's failure to claim a right or to apply a penalty shall in no way constitute a waiver of right.
Applicable law and competent authorities
These General Terms and the overall legal relationship between BETEC and the Customer are governed by Belgian law. The applicability of the Vienna Sales Convention is expressly excluded. Any disputes arising from or relating to the legal relationship between BETEC and the Customer shall be exclusively settled by the courts of the district of Antwerp.
In force since 1st of February 2017