General Terms and Conditions
Rights, Obligations, Liability, Payments, Delivery, and Dispute Resolution
Article 1: General
1.1 Without prejudice to the application of any special conditions in a separate written agreement, these general terms and conditions apply to every offer, order confirmation, order form, sales 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 “Entrepreneur”) and its Client (hereinafter the “Client”). In case of conflict between these general terms and conditions and any separate written agreement, the written agreement shall prevail.
1.2 The Client is deemed to fully and irrevocably agree to these general terms and conditions by the mere fact of placing an order or assignment. Acceptance implies that the Client fully waives the application of their own general terms and conditions, so that these cannot be invoked against the Entrepreneur.
1.3 If a provision of these general terms and conditions is unenforceable or contrary to mandatory law, this will not affect the validity and enforceability of the other provisions of these general terms and conditions. In such a case, the disputed provision will be replaced by an enforceable and legally valid provision that aligns as closely as possible with the purpose of the original provision.
Article 2: Formation of Agreements
2.1 All price lists, offers, and contract proposals from the Entrepreneur are non-binding, serve as information only, and do not bind the Entrepreneur as such. Unless otherwise required by mandatory law, every order placed by the Client binds the Client, but the Entrepreneur only after written confirmation or acceptance thereof.
2.2 If the Entrepreneur's order confirmation contains any change or addition or otherwise differs from the original order, the agreement shall be deemed concluded, unless the Client declares disagreement within 8 days of receiving the order confirmation.
2.3 Any cancellation of an order must be made in writing and is only valid with the Entrepreneur's written consent.
Article 3: Description of Goods and Services to be Delivered
3.1 A description of the goods and services to be delivered is included in a separate order confirmation and/or agreement between the Entrepreneur and the Client.
3.2 Without prejudice to what is stipulated in these general terms and conditions, the Client acknowledges and accepts the technical limitations, warranty limitations, and/or any other remarks and reservations as included in the offer, the order confirmation, and/or any separate agreement between the Entrepreneur and the Client.
Article 4: Prices and Payment
4.1 Goods and services are invoiced at the prices and under the conditions stated on the order form. Unless explicitly agreed otherwise, the prices stated by the Entrepreneur are exclusive of taxes, VAT, packaging costs, transport and insurance costs, which are entirely borne by the Client.
4.2 Changes made by the Client after the initial order will only be implemented if (i) the Entrepreneur explicitly agrees; and (ii) the Client accepts that the Entrepreneur may fully charge the Client for all additional price adjustments and costs.
4.3 Invoices must be protested in writing within 8 days after the invoice is sent, failing which the invoices will be considered definitively accepted.
4.4 Unless otherwise stipulated, the Entrepreneur'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 on the invoice.
4.5 In the event of full or partial non-payment of an invoice by the due date, the Customer will automatically and without prior notice of default owe default interest on the unpaid invoice amount at a rate of 10% per year, as well as a fixed amount 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 Entrepreneur's right to claim higher compensation, provided proof of higher actual damages suffered.
4.6 In the event of full or partial non-payment of an invoice by the due date, all other outstanding claims against the Customer that have not yet fallen due will become immediately payable by operation of law and without prior notice of default. In such a case, the Entrepreneur also reserves the right to suspend the performance of the current agreement, without prior notice of default and without compensation, until the Entrepreneur has received full payment (including interest and costs).
4.7 The Customer is obliged to immediately report any inaccuracies in provided or stated payment details to the Entrepreneur.
Article 5: Delivery and Execution
5.1 The Entrepreneur will exercise the utmost care in receiving and executing product orders.
5.2 The place of delivery is the address communicated by the Customer to the Entrepreneur.
5.3 Unless otherwise stipulated by mandatory law or an explicit written agreement, the delivery date is provided for information purposes only and is therefore not binding. Delays in delivery cannot give rise to penalties, compensation, or cancellation of the order.
5.4 If the Customer refuses acceptance or prevents delivery, for example, by not providing information necessary for delivery, the goods will be stored at their disposal at the Customer's expense and risk. Any additional (storage) costs incurred as a result will be charged to the Customer, without prejudice to the Entrepreneur's right to pursue dissolution of the agreement and claim damages.
Article 6: Returns and Exchanges
6.1 All items can be returned or exchanged except for special orders, promotional items, and custom-made items.
6.2 Returns/exchanges are only possible within 14 days with a valid proof of purchase.
6.3 Items must always be in their original packaging and unopened. Used items cannot be returned or exchanged.
Article 7: Inspection, Complaints, and Warranty
7.1 The Customer undertakes to immediately accept the delivered goods upon delivery and to examine whether their quality corresponds to what was agreed. By accepting the delivery of the ordered goods, the Customer confirms that the delivery is complete, conforms to the order confirmation, and all visible defects are covered.
7.2 Complaints regarding 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, stating relevant details (e.g., order and invoice number). Failure to do so will result in the Entrepreneur deeming any complaint inadmissible.
7.3 Unless otherwise stipulated by mandatory law or a different arrangement, complaints must in any case be submitted to the Entrepreneur within 14 days from the date of delivery, fully and clearly described.
7.4 To claim a warranty, the Customer must be able to present the proof of purchase, receipt, or invoice. The warranty is non-transferable.
7.5 Our warranty does not extend beyond that of our suppliers within the stipulated period.
7.6 Unless otherwise provided by mandatory law, the Entrepreneur's warranty consists solely of replacing goods recognized as non-conforming with identical or at least equivalent goods, free of charge, at the Entrepreneur's discretion, or repairing them. The application of the warranty can under no circumstances give rise to any form of compensation.
7.7 The granted warranty expires in case of abnormal use, poor maintenance, modification of goods by the Client, disassembly, or repair by an unqualified person.
Article 8: Rental
8.1 The rented goods remain the property of the Entrepreneur at all times. The Client is prohibited from alienating, renting, or making them available to third parties, or making changes to them that alter the nature or functioning of the goods, unless with prior written consent from the Entrepreneur. The Client is prohibited from removing brands, identification marks, licenses, or serial numbers from the goods. The Client must use the goods for their intended purpose, maintain them correctly, all in accordance with the technical specifications and operating instructions. If the Client rents material purely, without technical assistance or support from the Entrepreneur, he is deemed to possess the necessary technical knowledge.
8.2 If the Client fails to pay a rental invoice on time, the Entrepreneur is entitled to reclaim all goods rented to this Client, including those goods for which rental invoices were paid correctly. The Entrepreneur is also entitled to reclaim the rented goods if his interests would be harmed by the Client's possible insolvency, improper or damaging use of the rented material, etc. In the event of bankruptcy, the agreement automatically and by operation of law terminates, and the Entrepreneur will be entitled to demand immediate surrender / return of the goods from the trustee.
Article 9: Liability
9.1 If the Entrepreneur (including its employees) were to be liable to the Client on any grounds whatsoever, the Entrepreneur is only liable for the (material and physical) damage caused (i) by the defectiveness of the goods supplied by it or (ii) in connection with the performance of the agreement, if and insofar as that damage was caused by its gross negligence or willful misconduct or its fraud. The Entrepreneur is not liable for other errors.
9.2 In the event that the Entrepreneur is held liable for any damage, the Entrepreneur's liability is limited to the invoice value of the Client's order, or at least to that part of the order to which the liability relates.
9.3 The Entrepreneur is solely liable for direct damage and never for indirect damage (including but not limited to consequential damage, lost turnover, sales or profit, missed savings, unsaleability of goods, and damage to third parties).
9.4 The Client indemnifies the Entrepreneur against any claims from third parties who suffer damage in connection with the performance of the agreement and whose cause is not attributable to the Entrepreneur.
9.5 In case of force majeure, the Entrepreneur will not be liable to the Client and will not owe any compensation. The Entrepreneur's contractual obligations will be suspended until the force majeure event ceases to exist. If the force majeure event continues for 7 days or more, the Entrepreneur and the Client are entitled to terminate the agreement without compensation. Force majeure is considered any circumstance that would hinder the performance or delivery by the Entrepreneur and over which the company has no control.
Article 10: Rented Goods - Return, Damage, Repair, and Compensation
10.1 The Client undertakes to keep the rented goods with due care during the rental period and to use them according to best practices and for their intended purpose. The Client also undertakes to return the goods to the Entrepreneur at the end of the agreed rental period, in good condition, perfectly functional, undamaged, and complete (e.g., with all accessories), at the agreed place and time.
10.2 If, after return (either upon receipt or at a later time during inspection of the returned goods), the Entrepreneur determines that parts of the rented items are missing, the costs of replacing these parts will be charged to the Client based on their replacement value, unless the Client still delivers the missing goods / equipment to the agreed location within 24 hours of a reminder. Any additional costs resulting from the goods being incomplete or defective (e.g., repair costs, loss of use, rental income, etc.) are always borne by the Client. An administration fee of 50 euros excluding VAT will be charged per opened case.
10.3 If, after return (either upon receipt or at a later time during inspection of the returned goods), the Entrepreneur identifies damage / defects, all costs arising from necessary repair and/or cleaning work, as well as replacement, including quotation and administration costs, labor, and parts, will be charged separately to the Client. It is always the Client's responsibility to ensure that, at the time of returning the goods, a contradictory inspection is carried out regarding their condition / correct functioning and completeness. If the Client fails to do so, he will be deemed to have irrevocably agreed to the Entrepreneur's subsequent unilateral findings in this regard.
10.4 If the Entrepreneur, after a contradictory inspection / at a later time, still discovers hidden defects, he will then provide the Client with details of his findings and the associated costs as soon as possible. If the Client disputes these findings or costs, he must, within 48 hours of receiving these findings, take the necessary steps to initiate a contradictory expert assessment, either through an expert appointed by mutual agreement or through a court-appointed expert, to be provisioned by the Client. If the Client fails to do the aforementioned within the stated timeframe, he will irrevocably agree to the Entrepreneur's additional findings.
Article 11: Intellectual Property Rights
11.1 All intellectual or industrial property rights to 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 remain exclusively with the Entrepreneur or its licensor and may not be copied, published, or made available to third parties, either wholly or in part, for anything other than purely internal use, without the prior written consent of the Entrepreneur. The Client only acquires a limited right of use for the duration of the agreement with the Entrepreneur to utilize the aforementioned materials and services in accordance with the arrangements made between the Entrepreneur and the Client.
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 compensation.
12.2 Leased goods shall at all times remain the full property of the Entrepreneur, even if the rental amount and the deposit have been fully paid by the Client.
Article 13: Dissolution
13.1 The Entrepreneur has the right to dissolve the agreement with the Client at any time, with immediate effect, without judicial authorization or prior notice of default, and without payment of any compensation, in the following cases: (i) if the Client, despite written notice of default, fails to (timely and properly) fulfill one or more obligations arising from the agreement (in particular the payment of invoices); (ii) in the event of suspension of payments or (the application for) bankruptcy or a WCO procedure by the Client; (iii) in the event of liquidation or cessation of the Client's activities; (iv) if the Client refuses to make an advance payment or provide other securities requested by the Entrepreneur; or (v) if the Entrepreneur has good reasons to doubt that the Client will fulfill its obligations towards the Entrepreneur.
13.2 In the event of dissolution, the Entrepreneur is also entitled to compensation of 10% of the invoice amount as reimbursement for the costs, interest, loss of profit, and damages suffered by the Entrepreneur, without prejudice to the Entrepreneur's right to claim compensation for any higher damages, and all claims of the Entrepreneur against the Client 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 shall be governed exclusively by Belgian law.
14.2 Unless otherwise stipulated by mandatory law, all disputes between parties regarding agreements subject to these general terms and conditions shall fall exclusively under the jurisdiction of the courts of the judicial district where the Entrepreneur's registered office is located. All relevant collection costs shall be borne by the Client.
Version March 12, 2024