General Terms and Conditions

Article 1: General

1.1 Without prejudice to the application of any special terms and conditions in a separate written agreement, these General Terms and Conditions shall apply to any quotation, order confirmation, order form, sale or purchase agreement between Beyond Ordering BV, with its registered office at Brusselsesteenweg 255, 9090 Melle, East Flanders, Belgium and KBO number 0760305893 (hereinafter the “Contractor”) and its Customer (hereinafter the “Customer”). In case of conflict between these General Terms and Conditions and any separate written agreement, the written agreement shall prevail.

1.2 The Customer is deemed to fully and irrevocably accept these general terms and conditions by the mere fact of the order or assignment placed by him. Acceptance implies that the Customer completely waives the application of his own general terms and conditions so that they are not opposable to the Entrepreneur.

1.3 Should any provision of these general terms and conditions be unenforceable or contrary to mandatory law, this shall not affect the validity and enforceability of the other provisions of these general terms and conditions. In such case, the disputed provision shall be replaced by an enforceable and legally valid provision that is as close as possible to the purpose of the original provision.

Article 2: Establishment of Agreements

2.1 All price lists, quotations and contract proposals of the Company are non-binding, apply by way of information and do not bind it as such. Unless otherwise required by mandatory law, any order or order made by the Customer shall bind the Customer, but the Company only after written confirmation or acceptance thereof.

2.2 If the Entrepreneur’s order confirmation contains any change or addition or differs in any way from the original order, the agreement shall be considered concluded, unless the Customer declares its disagreement within 8 days of receiving the order confirmation.

2.3 Any cancellation of an order must be in writing and is valid only with the written consent of the Entrepreneur

Article 3: Description of goods and services to be provided

3.1 A description of the goods and services to be provided is included in a separate order confirmation and/or agreement between the Entrepreneur and the Customer.

3.2 Without prejudice to the provisions of these General Terms and Conditions, the Customer acknowledges and accepts the technical limitations, warranty limitations and/or any other comments and reservations as contained in the quotation, order confirmation and/or any separate agreement between the Company and the Customer.

Article 4: Prices and Payment

4.1 The goods and services are invoiced at the prices and conditions stated on the order form. Unless expressly agreed otherwise, the prices quoted by the Company exclude taxes, VAT, packaging, transport and insurance costs, which shall be borne in full by the Customer. 

4.2 Changes by the Customer after the initial order, will only be made if (i) the Entrepreneur expressly agrees; and (ii) the Customer accepts that the Entrepreneur may pass on all additional price adjustments and costs in full to the Customer

4.3 Invoices must be protested in writing within 8 days from the date of dispatch of the invoice failing which the invoices shall be considered as finally accepted

4.4 Unless otherwise provided, the Contractor’s invoice is payable in cash and net at its registered office no later than 30 days after the invoice date in the currency specified in the invoice

4.5 In the event of full or partial non-payment of an invoice on the due date, the Customer shall automatically and without prior notice be liable for interest on the unpaid invoice amount at the rate of 10% per year, as well as a lump sum of 10% of the unpaid invoice amount, with a minimum of EUR 50.00 and a maximum of EUR 2,500.00. This is without prejudice to the right for the Entrepreneur to claim higher damages, subject to proof of higher damages actually incurred.

4.6 In the event of full or partial non-payment of an invoice on the due date, all other claims against the Customer not yet due shall become due and payable by operation of law and without prior notice of default. In this case, the Contractor also reserves the right to suspend the performance of the current contract, without prior notice of default and without compensation, until the Contractor has received full payment (including interest and costs). 

4.7 The Customer has a duty to immediately report inaccuracies in payment information provided or stated to the Entrepreneur.

Article 5: Delivery and execution

5.1 The Entrepreneur will take the utmost care when receiving and fulfilling orders for products.

5.2 The place of delivery is the address that the Customer has made known to the Entrepreneur.

5.3 Unless otherwise required by mandatory law or express and written agreement to the contrary, the date of delivery is provided as information only and is therefore not binding and delay in delivery cannot give rise to any penalty, compensation or cancellation of the order.

5.4 If the Customer refuses to take delivery or prevents delivery, e.g. by not providing information necessary for delivery, the goods will be stored at his disposal at his expense and risk. The resulting additional (storage) costs shall be charged to the Customer, without prejudice to the right of the Contractor to pursue rescission of the contract and damages.

Article 6: Returns and Exchanges

6.1 All items can be returned or exchanged except orders, promotional items and custom-made items.

6.2 The return/exchange is only possible within 14 days with a valid proof of purchase.

6.3 Articles must always be in original packaging and unopened. Used items cannot be returned or exchanged.

Article 7: Monitoring, complaints and warranty

7.1 The Customer undertakes to take immediate possession of the delivered goods upon delivery and to examine whether their quality corresponds to what was agreed. By accepting delivery of the ordered goods, the Customer confirms that the delivery is complete, in accordance with the order confirmation, and all visible defects are covered. 

7.2 Complaints relating to quantity and/or non-conformity must be reported to the Entrepreneur immediately upon delivery (in the case of visible defects), or at the latest within 7 days (in the case of hidden defects) by registered mail and stating relevant details (including order and invoice number), failing which the Entrepreneur may consider any complaint inadmissible.

7.3 Unless otherwise required by mandatory law or regulation, complaints must in any case be submitted to the Entrepreneur fully and clearly described within 14 days from the date of delivery.

7.4 To invoke a warranty, the Customer must be able to present the proof of purchase, receipt or invoice. The guarantee is not transferable.

7.5 Our guarantee does not carry beyond that of our suppliers within the specified time.

7.6 Unless otherwise required by mandatory law, the Entrepreneur’s warranty consists only in the replacement of goods recognized as non-conforming with identical or at least equivalent goods or their repair, at the Entrepreneur’s discretion and free of charge. Under no circumstances can the application of the warranty give rise to any form of compensation.

7.7 The warranty granted shall expire in case of abnormal use, poor maintenance, modification of goods by the Customer, disassembly or repair by an unqualified person.

Article 8: Rental

8.1 The rented goods remain the property of the Company at all times. The Customer is prohibited from disposing of them, renting them out or making them available to third parties, or making any changes to them that alter the nature or operation of the goods, unless prior written permission from the Company. The Customer is prohibited from removing trademarks, identifying marks, licenses or serial numbers from the goods. The Customer shall use the goods for their intended purpose, maintain them properly, all in accordance with the technical specifications and operating instructions. If the Customer rents pure equipment, without technical assistance or support from the Entrepreneur, he is deemed to have the necessary technical knowledge.

8.2 Should the Customer not pay a rental invoice on time, the Company shall be entitled to take back all the goods it rents to this Customer, including those goods whose rental invoices have been duly paid. The Company is also entitled to take back the rented goods, if its interests would be damaged by possible insolvency of the Customer, bad or harmful use of the rented material, etc. In case of bankruptcy, the agreement shall automatically and by operation of law come to an end, and the Company shall be entitled to request immediate surrender / return of the goods to the receiver.

Article 9: Liability

9.1 If the Company (including its employees) should be liable to the Customer on any grounds whatsoever, the Company shall only be liable for the (material and physical) damage caused (i) by the defectiveness of the goods delivered by it or (ii) as a result of the performance of the agreement, if and insofar as such damage was caused by its gross or intentional fault or its fraud. For other faults, the Entrepreneur shall not be liable.

9.2 In the event the Contractor is held liable for any damages, the Contractor’s liability shall be limited to the invoice value of the Customer’s order, or at least to that portion of the order to which the liability relates.

9.3 The Company shall only be liable for direct damages and never for indirect damages (including but not limited to consequential damages, lost sales, sales or profits, missed savings, unsaleability of goods and damages to third parties).

9.4 The Customer shall indemnify the Entrepreneur against any claims by third parties, who suffer damage in connection with the performance of the agreement, the cause of which is not attributable to the Entrepreneur.

9.5 In case of force majeure, the Entrepreneur shall not be liable to the Customer and the Entrepreneur shall not be liable to pay damages. The Contractor’s contractual obligations shall be suspended until the force majeure event ceases to exist. If the case of force majeure continues for 7 days or more, the Entrepreneur and the Customer are entitled to terminate the contract without compensation. Force majeure is considered to be any circumstance that would hinder the execution or delivery by the Entrepreneur and over which the Company has no control.

Article 10: Rented goods - return, damage, repair and reimbursement

10.1 During the rental period, the Customer undertakes to keep the rented goods in his/her possession with due diligence and to use them according to the rules of the art and for the purpose for which they are intended.  The Customer also undertakes, at the end of the agreed rental period, to hand the goods back to the Company in good condition, in perfect working order, undamaged and complete (e.g. equipped with all accessories), at the agreed place and time. 

10.2 If, after return, (upon receipt or at a later time upon inspection of the returned goods), the Contractor should determine that parts of the rental are missing, the replacement costs of these parts will be charged to the Customer on the basis of the replacement value, unless the Customer delivers the missing goods/equipment within 24 hours after notice at the agreed location. Any additional costs resulting from the incomplete or defective goods (including repair costs, loss, rental income, etc.) shall always be borne by the Customer. An administration cost of 50 euros excluding VAT will be charged per opened file.

10.3 If after return (upon receipt or at a later time upon inspection of the returned goods), damage / defects are found by the Company, all costs arising from the necessary repair and / or cleaning work as well as replacement, including specifications and administration costs, labor and parts, will be charged to the Customer separately. It shall always be the Customer’s responsibility to ensure that, at the time the goods are returned, a contradictory check is made of their condition / correct operation and completeness. Should the Customer fail to do so, he shall be deemed to irrevocably agree with the subsequent unilateral findings in this regard by the Company. 

10.4 If, after a contradictory inspection / at a later date, the Entrepreneur detects hidden defects, he shall provide the Customer as soon as possible with details of his findings and the associated costs. If the Customer disputes these findings or costs, he shall, within 48 hours of receipt of these findings at the latest, take the necessary steps to provoke a contradictory expert assessment, either via an expert to be appointed by mutual agreement, or via a court expert to be appointed by the court, to be provided by the Customer. If the Customer fails to do so within the aforementioned timeframe, he shall irrevocably agree with the additional findings of the Contractor.

Article 11: Intellectual property rights

11.1 All rights of intellectual or industrial property in all materials and/or services developed, used and offered by the Entrepreneur, including but not limited to software, program code, scripts, texts, drawings, sketches, graphic designs, diagrams, tables, models, etc., are and shall remain exclusively with the Entrepreneur or its licensor and may not be copied, published or made available to third parties for other than purely internal use, in whole or in part, without the prior written consent of the Entrepreneur. The Customer only acquires a limited right of use as long as the agreement with the Entrepreneur is in place to use the said materials and services in accordance with the arrangements made between the Entrepreneur and the Customer.

Article 12: Retention of title

12.1 All goods remain the full property of the Entrepreneur until full payment of all invoice amounts, including costs, interest and damages

12.2 Rented goods remain the full property of the Operator at all times, even when the rental fee and deposit have been paid in full by the Customer.

Article 13: Dissolution

13.1 The Operator has the right to terminate the agreement with the Customer at any time, with immediate effect, without judicial authorization or prior notice of default and without payment of any damages, in the following cases: (i) if the Customer, despite written notice of default, remains in default with the (timely and proper) fulfillment of one or more obligations arising from the agreement (in particular, the payment of invoices); (ii) in case of cessation of payment or (the application for) bankruptcy or WCO proceedings by the Customer; (iii) in case of liquidation or cessation of the Customer’s activities; (iv) if the Customer refuses to make an advance payment c.q other securities requested by the Contractor; or (v) if the Contractor has good reason to doubt that the Customer will fulfill its obligations to the Contractor. 

13.2 In the event of dissolution, the Contractor shall also be entitled to compensation of 10% of the invoice amount as compensation for the costs, interest, loss of profit and damage suffered by the Contractor, without prejudice to the Contractor’s right to claim compensation for any higher damage, and all claims of the Contractor against the Customer shall become immediately due and payable.

Article 14: Applicable law and competent court

14.1 All agreements to which these general terms and conditions apply are governed exclusively by Belgian law

14.2 Except as otherwise required by mandatory law, all disputes between the parties concerning agreements subject to these general terms and conditions shall fall within the exclusive jurisdiction of the courts of the judicial district in which the registered office of the Entrepreneur is located. All relevant collection costs shall be borne by the Customer.

English Version – March 12th 2024