General terms and conditions
1. object and opposability
These General Terms and Conditions of Sale (hereinafter: AV) regulate the relationship between Bevas BVBA with registered office at Rijvisschestraat 134, bus 103, 9052 Gent and with KBO number 0442 101 650 (hereinafter: the “Bevas”) and its clients.
Unless expressly agreed otherwise in writing, these GTC apply to all services and goods, offers, orders, agreements and invoices supplied by Bevas. The applicability of any purchase or other conditions of the client is hereby expressly excluded. Bevas is only bound by the provisions of the assignments accepted by it, of the special agreements concluded by it and of these GTC. The application of any other provision is excluded. This applies in particular to any written or oral communication or negotiation that predates the acceptance of an assignment.
2. quotations and budget estimates
The offers and budget estimates made by Bevas are only indicative and can always be revoked. Their duration and validity amount to a maximum of 30 days, unless expressly stated otherwise by Bevas. The offers and specifications are drawn up on the basis of the instructions given by the Client. Any change to this may entail a price revision.
An agreement is concluded after explicit written acceptance by the client or his authorized representative of a quote or specifications in accordance with Article 2 of these GTC. If the actual delivery took place before the express written acceptance by the client or his authorized representative, the agreement is deemed to have taken effect on the date of commencement of the actual delivery.
4. orders – cancellations
Each additional order or work will give rise to either an order written by the client or an order confirmation by Bevas. The cancellation or modification, in whole or in part, by the client of his order after the conclusion of the agreement is only possible with the express written permission of Bevas. If the client cancels the order in whole or in part, he undertakes, in addition to paying for any services already performed, to reimburse Bevas for all expenses and work already incurred, including the costs incurred by suppliers, as well as for the loss of profit on the work not performed. part. This profit is set at a fixed rate of 30% of the agreed price (excl. VAT). If an advance has already been paid in accordance with Article 8, this remains acquired by Bevas as a deduction from the compensation due.
Unless expressly agreed otherwise in the order form, the provisions regarding terms are considered to be indicative. The agreed terms are extended by any delay by the client in supplying elements that Bevas needs to complete its task or delay in payment of the agreed price and/or advance. A delay in the delivery of products or services can under no circumstances legally lead to the cancellation of the order and/or the dissolution of these GTC, nor to the payment of any compensation. If successive deliveries are envisaged, each delivery must be regarded separately as a distinct agreement, so that the events related to one delivery do not affect a subsequent delivery.
6. risk transfer – deliveries
From the acceptance by the client in accordance with Article 3, the risks are borne by the client, unless otherwise stipulated. The documents, goods, projects, etc. of the client that are in the possession of Bevas are at the risk of the client. The latter expressly indemnifies Bevas against any liability, in particular in the event of total or partial damage or loss for any reason. Bevas undertakes to take reasonable measures to prevent damage to the client during the delivery and/or storage of documents, goods, projects, etc.
To be valid, any complaint or refusal must be made by registered letter, and this within 5 calendar days after the delivery of the goods or the performance of services. If the client fails to accept the delivery, the period of 8 calendar days starts to run at the time of receipt of the invoice. The absence of any dispute in accordance with the foregoing provisions entails the unconditional acceptance of the delivered product, the service performed and the invoice for the client. The use of part of the delivery (goods, services and/or performances) entails legal approval of the whole. The defects of part of the delivery do not entitle the client to refuse the entire delivery.
8. price and payment
All prices in quotations, specifications and/or orders are exclusive of VAT, unless Bevas expressly deviates from this. The prices stated in the offers, specifications and/or orders are those that apply on the day of the offer. Our quotations and specifications are drawn up on the basis of the instructions given by the client. Any change to this may entail a proportional price revision. Unless explicitly stated otherwise, upon acceptance in accordance with Article 3 of these GTC, an advance payment of 25% of the agreed amount will be made upon signing and 50% before the start of the event and this within 14 days after Bevas has sent the invoice. The balance of 30% will be invoiced after the event and is payable within 30 days of the invoice date.
In the event of non-payment on the set due date, the amounts due will be increased by operation of law and without a notice of default being required by default interest in accordance with Article 5 of the Law of 2 August 2002 on combating late payment in commercial transactions. In addition, the client will owe a fixed and irreducible compensation of 15% on the outstanding invoice amount – with a minimum of EUR 500 -, without prejudice to the default interest referred to in these GTC and any costs due, including court costs. In the absence of payment of the advance or the balance, the services, goods and/or performances may be withheld by Bevas as security for the amounts due. The lack of payment on the due date makes any other claim against the client legally due. Complaints are not of such a nature that they suspend the payment obligations of the client regarding other deliveries.
9. suspension of obligations
If the client fails to perform the obligations for the proper performance of the assignment entrusted to Bevas, or to pay the invoices in accordance with Article 8, Bevas will be able to suspend the performance of its obligations without this constituting a dissolution. When the obligations of the client have been performed, Bevas will be free to continue the performance of its contractual obligations, without prejudice to any changes in prices and terms caused by this fact. In addition, if the defects referred to in the first paragraph persist in whole or in part for a period of 60 days after notice of default, Bevas will be able to consider these as legally dissolved to the detriment of the client.
10. proprietary rights
The physical transfer of ownership of the agreed services and/or goods only takes place after both the advance and all remaining balances, in accordance with Article 8 of these GTC and, if applicable, including costs and interest, have been paid and received in full. Until then, the client cannot freely dispose of this. Unless explicitly stated otherwise, all intellectual property rights that arise on the part of Bevas on the works and performances specifically carried out in the context of the assignment entrusted to it are transferred to the client. This transfer takes place simultaneously with the material transfer of ownership and applies for the entire term of protection of the intellectual property rights, for all forms of exploitation and this on a worldwide level. The client remains the owner of the materials it provides to Bevas in the context of the performance of the agreement. With regard to creations and materials from third parties – which are necessary for the implementation of the agreement – the client will always obtain the necessary permissions and pay fees (such as, for example, those owed to the collective management companies).
Unless expressly agreed otherwise in the order form, the client takes out the necessary insurances related to the agreement, such as – but not limited to – the insurances to cover theft, damage to or by materials, the civil liability of the client, etc. Any insurance taken out by Bevas in the context of the order is fully borne by the client. In addition, Bevas also takes out civil liability insurance.
In the event of an attributable shortcoming in the fulfillment of the agreement, Bevas is only liable for replacement compensation for the non-conforming part of the performance. The liability for any other form of damage resulting from the relations with the client is expressly excluded, unless otherwise mandatory legal provisions. The client indemnifies Bevas against any legal claim from third parties regarding the transferred and to be used works, documents, information or elements and their content. Notwithstanding the payment terms provided for in article 8 of these GTC, any reduction in the client’s credit will justify the requirement of guarantees or of a prior arrangement, and this before the execution of the orders received.
13. force majeure
Are generally regarded as force majeure, all circumstances that prevent, reduce or delay the performance of the agreement, or that cause an undue burden to the performance of Bevas obligations. These events release Bevas from all responsibility and liability and give it the option, as the case may be, either to reduce its obligations or to break the agreement or to suspend its performance without being liable for any compensation. The party invoking force majeure shall notify the other party thereof and shall take all reasonable measures to overcome the temporary force majeure situation.
14. confidential information
Any form of information transferred or exchanged between Bevas and the client under the terms of the agreement will remain strictly confidential, except for information that the client would have disclosed or information that is normally accessible to the public.
15. jurisdiction and applicable law
The agreement, including GTC, is governed by Belgian law. Any disputes arising from or related to the agreement or these General Terms and Conditions fall under the exclusive jurisdiction of the courts located in the judicial district where Bevas has its registered office.