Terms & Conditions
GENERAL SALES TERMS AND CONDITIONS OF BOUNCER BVBA
Article 1. General
1.1. These general terms and conditions shall apply to all agreements concluded by BOUNCER BVBA, a private limited liability company with registered office at Gorsem-Dorp 167, 3803 Sint-Truiden (Belgium), entered in the Register of Legal Entities in Hasselt (Belgium) with enterprise number and hereinafter referred to as “BOUNCER”.
1.2. The commission or order from the purchaser/client serves as acceptance of BOUNCER’s general sales terms and conditions. Special terms which deviate from those of BOUNCER are only binding if agreed upon in writing. BOUNCER shall only accept the applicability of the general terms and conditions of other contracting and/or third parties if this is expressly agreed upon in writing.
1.3. Any applicability of the terms and conditions referred to under sub-article 1.2 shall not affect the applicability of these general terms and conditions to the extent they are not inconsistent therewith.
1.4. BOUNCER shall only accept other general terms and conditions under the conditions as stated in sub-articles 1.2 and 1.3 and these shall only apply to the particular agreement for which they are intended, whereby their automatic applicability to future transactions shall remain excluded.
Article 2. Quotations – orders – agreements
2.1. All offers and/or quotations are non-binding, unless expressly stated otherwise.
2.2. Verbal quotations by BOUNCER or its agents and/or representatives are non-binding, unless BOUNCER confirms such quotations in writing.
2.3. Unless stipulated otherwise, quotations are valid for three months from the date stated therein. Once this period has elapsed, the purchaser shall not be entitled to lay claim to any statements of any nature as expressed in the quotation.
2.4. BOUNCER’s co-workers, irrespective of whether they are agents or sales representatives, are not authorised to represent the company and as such cannot bind it in law or receive advance payments unless BOUNCER confirm this in writing.
2.5. The subject of the agreement shall be limited to what is recorded in writing. Contract extras and/or amendments, commissioned verbally or in writing during the execution of the works shall be invoiced additionally. The purchaser/client shall carry the risk of the implementation of amendments that are given verbally, whether in person or telephonically.
Article 3. Prices
3.1. All agreements are concluded on the basis of the prices in force at that point in time. An increase in the cost of salaries, social security, company tax, import duties, etc. or any exchange rate fluctuations, in respect of either domestic or foreign currency, which occur after the agreement is concluded may be charged even if the circumstances under which these occur were foreseen at the time of the quotation.
3.2. Prices are quoted in euro and are always VAT exclusive. The purchaser/client shall be liable for any increase in the VAT rate or any other form of tax that comes into force between the date of the order and the execution thereof.
3.3. Unless stipulated otherwise, the prices quoted are for delivery at the purchaser/client premises indicated in the offer of BOUNCER.
Article 4. Cancellation
4.1. If the purchaser/client cancels the order, he shall be obliged to pay BOUNCER for all work performed to that date in addition to a minimum of 25% of the agreed price as fixed compensation, without prejudice to BOUNCER’s right to claim specific performance of the entire agreement and/or the termination thereof.
Article 5. Payment
5.1. BOUNCER reserves the right to request an advance payment of at least 25% when entering into each agreement.
5.2. Invoices are payable at the BOUNCER registered office no later than 30 calendar days after the invoice date or as cash on delivery, unless otherwise agreed in writing. If an invoice is not paid by the due date, interest may be claimed by operation of law and without the need for a notice of default, which shall be calculated at an interest of 10% or a yearly basis.
5.3. The non-payment of a single invoice shall result in all the invoices issued to that purchaser/client becoming immediately due and payable.
5.4. Notwithstanding the interest referred to in Article 5.2, an amount of 15% shall be added to invoices that remain unpaid on the due date, with a minimum of € 125.00.
5.5. It is expressly agreed that this clause is not an application of Article 1023 of the Belgian Judicial Code, yet it is an application of Article 1226 of the Belgian Civil Code.
Article 6. Delivery periods and delivery
6.1. Unless expressly agreed otherwise in writing, delivery periods are only provided as an indication and are in no way binding. In the event of late delivery, the purchaser/client should place BOUNCER in default in writing. BOUNCER can only be held liable in the event of serious fault.
6.2. Unless stipulated otherwise, delivery shall take place at the purchaser/client premises indicated in the offer of BOUNCER.
6.3. The purchaser/client shall carry all risk in the purchased goods as from the delivery.
6.4. BOUNCER shall be entitled to invoice a partial delivery, which definition includes the delivery of goods under a composite order, and the provisions of Article 5 shall apply thereto. In the event of late payment, further deliveries may be suspended until payment is made in full.
Article 7. Reservation of ownership – right of retention
7.1. The delivered goods shall remain the property of BOUNCER until payment of the purchase price and additional charges, including any damages and interest, has been made in full even if these goods have been altered or incorporated into other items.
7.2. In the event of an unpaid partial delivery and/or composite order, BOUNCER shall reserve a right of retention over the goods that still have to be delivered.
Article 8. Acceptance
8.1. The purchaser/client shall be deemed to have accepted the goods upon delivery and signature of the delivery note, except for precisely described and detailed complaints that reach BOUNCER by registered letter within 5 days of collection.
8.2. The purchaser/client shall check on delivery whether the delivered goods correspond with those ordered and the signature of the delivery note serves as confirmation that there is no discrepancy between the ordered and the delivered goods. The acceptance also covers visible defects, i.e. all defects that the purchaser/client could verify by carrying out a close and careful inspection, in particular any defects relating to the distinguishing features of the products.
Article 9. Guarantee
9.1. To the extent that this article is expressly made applicable, BOUNCER shall provide the purchaser/client with a guarantee for material and manufacturing defects that arise under conditions of normal use for a specified period after delivery that does not exceed 6 months.
9.2. The guarantee under sub-article 9.1 does not cover defects that arise from imprudent use, any causes other than material or manufacturing defects or if BOUNCER delivers used materials or goods after consultation with the purchaser. BOUNCER shall not provide a longer guarantee for goods and materials it has not manufactured than the guarantee provided to it by its supplier. The guarantee is only provided on the materials delivered and never in respect of man-hours or movements.
Article 10. Liability
10.1. Except for the instances described in Articles 8 and 9, BOUNCER shall accept no liability and/or obligation to pay damages after the delivery referred to in Article 6. Moreover, BOUNCER does not accept any liability for injury to people and/or trading losses and/or consequential damage, as may be caused directly or indirectly by the goods it has sold or made available.
10.2. No liability and/or obligation shall be accepted in respect of damage that arises directly or indirectly from force majeure, the fault and/or negligence of the purchaser/client and his agents appointed in fact or in law, defects in materials supplied by the purchaser or any other external cause, including atmospheric, chemical, electrical and mechanical influences.
10.3. Any liability and/or obligation of BOUNCER is limited at all times to the amount of the respective invoice, excluding VAT, without taking the cause and the extent of the damage into account.
10.4. Once specific materials, parts and/or goods are made available to the purchaser/client for carrying out the order, the purchaser/client shall carry the risk of all risks and damage of any nature that may occur with these materials.
Article 11. Termination
11.1. BOUNCER shall be entitled to terminate the agreement by means of an ordinary registered notice to the purchaser/client if the latter fails to comply with one of his contractual obligations, in particular if he fails to settle an invoice for more than 30 days or if appears that he will not or probably will not fulfil one of his obligations, even if this obligation is not yet enforceable.
11.2. Upon termination of the agreement under the provisions of the previous sub-article, the purchaser/client shall be liable to pay damages equal to 15 % of the price, without prejudice to the right of BOUNCER to prove the actual damage it has incurred.
Article 12. Applicable Law – Jurisdiction
12.1. The agreement shall be governed exclusively by Belgian law.
12.2. The courts of the judicial district of Hasselt (Belgium) shall hold exclusive jurisdiction over all disputes arising from the agreement concluded between the parties, without prejudice to the right of BOUNCER to summons the purchaser/client before the latter’s place of residence or company registered office.
12.3. In the event of a discrepancy between the Dutch version of this text and a translated version, the Dutch text shall prevail.