Article 1 – General
1.1. Unless otherwise agreed in writing between the Customer on the one hand and Belgo-Iberian Maritime NV (VAT BE0404.513.556) (hereafter “BIM”, “we” or “us”) on the other hand, the relationship between the Customer and BIM is governed by the GTC set out below. References in these GTC to the “Customer” refer to the legal entity or natural person who has placed an order with us for a delivery of goods within the context of an Agreement. Deviations from the GTC are only permitted in writing. These GTC apply to the exclusion of any other general terms and conditions of the Customer.
1.2. We expressly reserve the right to change our GTC unilaterally. The most recent version of the GTC always applies to our legal relationship with the Customer. This most recent version will be delivered to the Customer at the latest with the next order form.
1.3. These GTC apply to all offers, quotations, purchase orders and/or agreements (hereafter generally referred to as the “Agreement”) regarding products, services and work offered or performed by us for the benefit of the Customer. Accepting a quotation and/or placing an order implies that the Customer accepts the applicability of these GTC.
Article 2 – Processing of personal data
2.1. The Customer agrees that we may use its personal data, as well as the personal data of its representatives, employees and directors, for the purpose of compliance, legislative, risk management, credit checking and quality control requirements, as well as for various business purposes (such as relationship management and management of Customer accounts) and that we may share said personal data with any Belgian or foreign affiliated company within the meaning of the Belgian Companies and Associations Code, including those that support our office policy and management, as well as with the (external) service providers we use.
2.2. Such personal data may, unless otherwise stated, also be used to keep the Customer and/or its representatives, employees and directors informed of our professional and social activities and of any subject that could be of interest to any of them.
2.3. The saved personal data can be consulted at any time free of charge and, if necessary, changed by the person concerned.
2.4. The Customer shall inform its representatives, employees and directors of the processing of their personal data for the purposes stated in the said Articles 2.1. and 2.2. The Customer guarantees that it has obtained the consent of the persons whose personal data are being processed.
2.5. The Customer confirms that the processing of personal data obtained in the context of the Agreement will not give rise to an infringement on the part of us or a company affiliated with us, within the meaning of the Belgian Code of Companies and Associations, of the "Regulations for the protection of privacy and personal data".
Article 3 – Quotations – Prices and invoicing
3.1. All quotations are without obligation, unless expressly agreed otherwise. We are only bound after our written order confirmation. If an order confirmation is not issued, the invoice will serve as the order confirmation.
3.2. Unless otherwise stated, prices and costs are calculated exclusive of taxes and levies. The Customer shall be responsible for the VAT and all other taxes and levies for which the Customer is legally obliged.
3.3. We expressly reserve the right to adjust our prices in line with increases in raw material prices. If we do this, the adjusted prices will be communicated to the Customer prior to order confirmation.
3.4. All direct costs specifically contracted with third parties that are necessary for the execution of the orders that have been placed are not included in our prices and will be stated separately on the invoice. At the Customer's request, we will provide supporting documents as proof of expenses incurred on its behalf.
3.5. Invoices are payable by the Customer within 30 calendar days after the invoice date unless another payment term has been agreed in writing. In the event of non-payment or if the Customer applies for a judicial settlement, is summoned to bankruptcy or applies for a deferral of payments and if the payment of invoices becomes doubtful, the Customer, by that fact itself, loses the benefit of longer payment terms that may have been granted to it. Failure to pay a single invoice on the due date renders the balance due on all other invoices, even those not yet due, to be immediately due and payable by operation of law.
3.6. If the Customer disputes an invoice, in whole or in part, the Customer will notify us of this in writing by registered letter addressed to the registered office within 10 calendar days after the invoice date. Under no circumstances will the Customer withhold payment of any undisputed amount of the invoice.
3.7. Payments must be made to our bank account as stated on the invoice.
3.8. In the absence of full payment within the agreed payment term, the Customer shall, by operation of law and without prior notice of default, be due to pay default interest of one percent per month, with each calendar month commenced being charged as a full month, and this interest rate shall be at least equal to the interest rate provided for in Section 5 of the Act of 02/08/2002 on combatting late payment in commercial transactions, which is declared applicable as a matter of contract law.
3.9. In the event of non-payment within one month after the expiry of the indicated payment term, the Customer will be charged, in addition to the expected default interest, a fee as a fixed reimbursement for the administrative and collection costs incurred to collect the amounts due, consisting of a fixed fee of ten percent (10%) of the total outstanding amount, subject to a minimum of EUR 250, plus EUR 40 for each reminder and plus any other costs incurred, such as but not limited to the involvement of third parties in order to obtain the amicable and/or judicial collection of the amounts claimed.
3.10. Payments received will always be applied firstly against the interest due under these GTC, then against the administrative fees and collection costs and only then against the outstanding (balances of the) invoice(s), whereby the oldest outstanding amounts will be settled first, regardless of any comment(s) made by the Customer when it makes its payment(s). If the Customer refuses to pay undisputed amounts, we may decide to terminate or suspend the Agreement in accordance with the GTC. In such a case, we are also entitled to compensation for damages equal to the direct damage actually suffered by BIM.
Article 4 – Shipping – costs – risk – complaints
4.1. The goods will be delivered by BIM to the location indicated by the Customer and approved by BIM.
4.2. We determine the method of shipment, unless otherwise agreed in writing.
4.3. Any complaint regarding the goods must, in order to be valid, be reported in writing by registered letter to our registered office, at the latest within 10 working days following receipt of the goods by the Customer.
4.4. If it is established that one or more of the delivered goods is/are not in conformity, we reserve the right to decide at our discretion whether to replace the defective goods, repair them or credit them in whole or in part to the Customer.
4.5. However, under no circumstances will we take back goods that:
- are custom made (‘custom order’);
- have been ordered at the specific request of the Customer;
- are no longer part of our product range;
- have been modified or processed in any way by the Customer;
- are no longer in their original packaging and/or no longer bear our labelling;
- already show signs of use.
Article 5 – Delivery times and force majeure
5.1. We take all reasonable measures to meet the agreed delivery times. However, stated or agreed delivery times are only approximate and any delay in delivery cannot give rise to any right of the Customer and/or a third party to compensation, unless this has previously been agreed in writing. 5.2. Specified or agreed delivery times are based on the working conditions applicable at the time the Agreement is concluded and on timely delivery of the raw materials, products and/or data required by us to fulfil the Agreement. If a delay occurs as a result of a change in working conditions and/or the late delivery of raw materials, products and/or data required by us, the delivery times will be extended as necessary.
5.3. In the event that the specified or agreed delivery times expire as a result of operational disruptions (including industrial action), we are released from the obligation to deliver for the duration of this disruption. In the event of force majeure, we are entitled at our own discretion to suspend the performance of the Agreement, so that we can no longer be held to any delivery time or be obliged to terminate the Agreement, all without any claim for compensation. Under no circumstances shall the delay in delivery justify cancellation of the order by the Customer.
Article 6 – Ownership of the goods – right of retention
6.1 If our confidence in the Customer's creditworthiness is shaken by acts of judicial execution and/or demonstrable other events which call into question and/or render impossible our confidence in the proper execution of the obligations entered into by the Customer, we reserve the right, even if the goods have already been shipped in whole or in part, to suspend the entire order or part thereof and to demand appropriate guarantees from the Customer. If the Customer refuses to comply, we reserve the right to cancel the entire order or part thereof. All of this is without prejudice to our rights to all damages and interest.
6.2. Until we receive full payment of the price, as well as all other outstanding invoices from the Customer, where applicable:
- the goods remain our exclusive property. The retention of title also applies to those items that have been produced by processing or transforming goods supplied by us;
- all risks are nevertheless borne by the Customer;
- the advances paid to us by the Customer will in any case remain acquired by us to compensate for possible losses upon resale;
- the Customer is not entitled to transfer ownership of the goods to a third party without our consent;
- the Customer must store our goods separately from its own goods and leave our packaging and labelling undisturbed;
- if the Customer processes, resells, etc. the goods belonging to us itself, it must also transfer to us all claims arising from this resale. Any amounts that the Customer may have already received from its own customer in this regard must be placed in a separate, blocked account as security for full payment of our outstanding invoices;
- we are at all times entitled to enter the Customer's business premises to repossess our goods and, if necessary, to dismantle them in order to enable relocation to our own premises, all at the expense of the Customer, who fully indemnifies us in this regard against all possible costs and/or claims brought by the Customer or a third party.
6.3. Unless expressly stated otherwise, the risk for the total or partial loss of the goods and all consequential damage associated therewith pass to the Customer upon delivery and from the time of dispatch.
Article 7 - Liability
7.1. BIM guarantees to the Customer that the products to be delivered meet the usual requirements and standards that can be set for them and are free from latent defects.
7.2. Unless otherwise provided by law, any claim based on or in connection with this Agreement may only be validly brought against us within 5 working days after delivery of the goods.
7.3. Under no circumstances shall BIM's total liability for damages, on any grounds whatsoever, exceed the price invoiced by BIM for the goods supplied.
7.4. BIM's liability for indirect damage, consequential damage, lost profits, lost savings, reduced goodwill, damage due to business stagnation and damage resulting from claims by the Customer's own customers is hereby excluded.
7.5. BIM shall not be liable if and to the extent that the delivered goods are not used for the relevant purposes or not in accordance with BIM's instructions.
7.6. The Customer undertakes to compensate and indemnify us against any legal action based on negligence or against any judicial decision obtained by a third party for compensation for damages in connection with the Agreement (including interest and legal fees), except where the decision is the direct and immediate result of a deliberate error or fraud on our part.
Article 8 – Waivers
No waiver of any provision of the Agreement and/or the GTC shall be effective unless made in writing and signed by the party granting the waiver.
Article 9 – Amendment
Any amendment to the Agreement will only have effect if it has been agreed in writing and signed by each party. Until a change is agreed in writing, each party will continue to comply with the provisions of the most recently agreed version of the Agreement.
Article 10 – Nullity
10.1. No provision in the Agreement, including the GTC, may have the object, purpose or effect of violating any mandatory statutory provision or any provision of public policy.
10.2. If any provision in the Agreement and/or the GTC is held to be invalid or unenforceable, in whole or in part, that provision (or, as the case may be, the relevant part thereof) shall be deemed not to form part of the Agreement. Under no circumstances shall the validity and enforceability of the remaining parts of the Agreement be affected.
10.3. If any provision in these GTC constitutes an unfair term within the meaning of Articles VI.19/3 to VI.19/5 of the Belgian Code of Economic Law, that provision will be replaced.
10.4. The parties shall furthermore immediately and in good faith commence negotiations to replace the provision declared invalid or unenforceable, in appropriate cases with retroactive effect to the Commencement Date of the Agreement, with another valid and enforceable provision whose legal effects most closely approximate those of the invalid or unenforceable provision.
Article 11 – Assignment
Without prejudice to the consequences that the law attaches to the assignment of general companies or of departments, to mergers, (partial) demergers and similar transactions, the Customer may not assign, encumber with a charge or in any way trade any of its rights or obligations arising from this Agreement and the GTC without the prior written consent of BIM.
Article 12 – Applicable law and competent court
12.1. This Agreement and the GTC are governed exclusively by and construed in accordance with Belgian law, excluding any Belgian, foreign or international conflict of law rules.
12.2. If any dispute arises with regard to the Agreement and/or the GTC, this will fall under the exclusive jurisdiction of the courts and tribunals of the judicial district of Antwerp
