General terms and conditions of sale
Application of General Terms and Conditions
- All commercial transactions between the private limited company "BONDIS", having its registered office in 2630 AARTSELAAR, Cleydaellaan and registered in the Crossroads Bank for Enterprises under number 0415.509.297 (hereafter called "BONDIS"), regarding the products and services it provides (hereafter called "Product(s)" and "Service(s)") and any person who places an order with BONDIS (hereafter called "Customer"), are governed by (in hierarchically descending order):
- The written agreement between BONDIS and the Customer;
- The order confirmation;
- These General Terms and Conditions;
- By sending a request for a quotation, placing an order, signing a quotation and/or order confirmation or entering into an agreement, the Customer acknowledges having read these general terms and conditions and accepts that they shall apply to all existing and future contractual, pre-contractual and extra-contractual relations with BONDIS, to the exclusion of the Customer's general terms and conditions.
- The (repeated) non-application by BONDIS of any right, can only be considered as tolerating a certain situation and does not deprive BONDIS of the right to invoke it later.
- Deviations from and additions to these general terms and conditions are only valid if agreed in writing between the parties. BONDIS reserves the right to use new versions of these general terms and conditions. The amended version shall apply between the parties if the Customer has not objected to it in writing within 30 calendar days of the new version being issued. In the event of an objection, the existing conditions shall continue to apply.
- Any nullity of one or more clauses, or part thereof, in these general terms and conditions or in the agreement shall not affect the validity and applicability of the other clauses and/or the remainder of the clause in question. In the event of nullity of one of the stipulations, the null and void stipulation shall be replaced by an equivalent stipulation that complies with the spirit of the general terms and conditions and the agreement between the parties.
- An offer from BONDIS is non-binding and limited to the specific order/assignment and therefore does not automatically apply to subsequent (similar) orders/assignments.
- An offer is only valid for thirty (30) calendar days from the date of issue of the offer or, if applicable, for the duration stated therein.
- Catalogues, prospectuses, advertising brochures and information on the BONDIS webshop are only indicative and are not binding for BONDIS. Consequently, it reserves the right to change them at any time.
Conclusion of agreement
- The contractual relationship between BONDIS and the Customer is established through written or electronic confirmation of the order/assignment, or through the commencement of the implementation of the order/assignment by BONDIS. Verbal agreements must be confirmed in writing by the management of BONDIS to be legally valid.
- The Customer guarantees, towards BONDIS, that he/she has, to the best of his/her knowledge, provided BONDIS with all essential information related to the contract. BONDIS has no obligation to investigate in this regard, including the purpose and use of the Products ordered.
- When ordering, the Customer is expected to have read the manufacturer's product specifications and guidelines. These must be requested from BONDIS before ordering, if they are not available online on the BONDIS website or the manufacturer's website. BONDIS is not obliged to actively provide information or advice. If BONDIS provides information or advice, this is purely indicative. The Customer shall always check and follow the manufacturer's product specifications and guidelines. The Customer shall also check in advance whether the Product may be used in accordance with the manufacturer's guidelines for the installation for which he/she wishes to use the Product.
Price, ADVANCE and payment
- All prices are in euros and are exclusive of VAT and other government levies. Prices are also exclusive of any transport, packaging, delivery, insurance and administration costs, unless explicitly agreed otherwise.
- Insofar as BONDIS' prices are based on the prevailing wage costs, costs of components/parts, social security and government charges, transport costs and insurance premiums, costs of materials and raw materials, exchange rates and/or other costs, BONDIS is entitled to increase its prices accordingly if one or more of these price factors increase, in accordance with the legally permissible standards, without the price being able to increase by more than 80% compared to the originally agreed price. BONDIS is entitled to pass on price increases from its supplier(s) to the Customer, in accordance with this article. If a price is adjusted, BONDIS will immediately inform the Customer of the new adjusted price.
- BONDIS always reserves the right to request an advance from the Customer. If the Customer does not pay the advance or the full price in time, BONDIS is entitled to suspend its delivery. Orders from the webshop must always be paid in advance, unless agreed otherwise.
- By placing an order, the Customer explicitly agrees to the use of electronic invoicing by BONDIS, unless otherwise agreed in writing between the parties.
- Without prejudice to the above, or unless expressly agreed otherwise, BONDIS invoices are payable by the Customer in full in Euros by bank transfer within the period stated on the invoice and without discount on the invoice date. In principle, the invoice term is  calendar days, unless stated otherwise.
- The Customer is not entitled to offset or compensate BONDIS' invoices with claims on BONDIS.
- Invoices may only be validly protested by the Customer in writing by registered letter within 14 calendar days of the invoice date, stating the invoice date, invoice number and detailed reasons. Such a protest shall not under any circumstances release the Customer from his payment obligation.
- The unconditional payment by the Customer (of a part) of the invoice amount shall be considered as an explicit acceptance of the invoice. (Partial) payments by the Customer shall always be accepted with all reservation and without any prejudicial acknowledgement and shall first be applied to the collection costs, then to the damage clause, the interest due and finally to the principal sum, whereby priority shall be given to the oldest outstanding principal sum.
- If, according to the agreement concluded between the parties, the Customer consists of several natural persons and/or legal entities, each of these (legal) entities shall be jointly and severally liable towards BONDIS for compliance with the agreement.
- Any invoice not paid in full or in part by the Customer on its due date shall automatically incur interest on arrears of 1% per month, without prior notice of default. Furthermore, the amount due shall be increased by 15% of the invoice amount, with a minimum of € 150.00 (excl. VAT), by way of fixed compensation, without prejudice to BONDIS' right to compensation for higher proven damages.
- BONDIS is entitled at all times to offset sums it owes to the Customer, regardless of their nature, even if the mutual claims relate to different transactions.
- If the Customer fails to pay one or more outstanding debts to BONDIS, BONDIS reserves the right to immediately stop any further delivery of Products or Services and to consider other orders/assignments as cancelled without any notice of default, with damages payable by the Customer. Furthermore, this shall entail the immediate exigibility of all other invoices, even those not yet due, and all permitted payment terms. The same applies in the event of bankruptcy, judicial or amicable dissolution, cessation of payment, as well as any other objective fact pointing to the Customer's insolvency.
- Unless expressly agreed otherwise in writing, the expected time of delivery is always approximate (indicative) and not binding.
- Only in the event of an unreasonable delay in delivery imputable to BONDIS, and after a formal notice of default by registered letter, which is not acted upon within thirty days, the Customer shall be entitled to cancel the purchase and be reimbursed for the purchase price. Delays cannot give rise to compensation, except in the event of gross negligence or intent.
- Unless explicitly agreed otherwise in writing, products are always delivered ex works (Incoterms 2010).
- If the Customer does not collect Products from BONDIS, or does not do so on time, default shall be established without notice of default being required. BONDIS is then entitled to store the Products at the Customer's risk and expense at a storage cost of 150 euros per day per m² or to sell them to a third party, without prejudice to compensation for damages.
- Complaints relating to visible defects in the delivered Products or non-compliant deliveries must be reported in writing to BONDIS within 8 calendar days of receipt of the goods by the Customer, and in any event before any use of the Products, failing which the Customer shall be deemed to have accepted the defects or non-compliance. The use of the Products implies the acceptance thereof.
- BONDIS's liability for hidden defects in the Products supplied is limited to a period of 6 months from delivery. All complaints must be reported within this period by registered letter. After this period has passed, this guarantee period no longer applies.
- Whatever the cause of the defect, the guarantee shall be limited to the following, at BONDIS' discretion:
- a reduction of the price in proportion to the quantity of defective Product;
- the replacement of the quantity of defective Product, possibly with a similar Product with similar specifications, the replaced Products becoming the property of BONDIS again
Under no circumstances shall BONDIS be held to pay any further compensation.
- Returned items, authorised by BONDIS, are only accepted by BONDIS in their original packaging. Shipping costs are charged to the Customer. Packaging materials are not taken back.
- In the event of complaints regarding the Product being found to be justified, BONDIS' warranty obligation is, in all cases, limited to that of its supplier or manufacturer of the Product in which the defect occurred.
Retention of title
- All Products delivered to the Customer remain the property of BONDIS until all amounts (price, costs, interest and all other accessories regarding the order/assignment) which the Customer owes BONDIS on the basis of the agreement concluded between the Parties, have been fully paid to BONDIS.
- The different transactions/contracts between parties are considered as forming one economic whole. BONDIS shall always retain title to the Products in the Customer's possession for as long as the Customer has an outstanding debt towards BONDIS.
- As long as the retention of title applies, the Customer shall not be entitled to process, alienate, transform, transfer, encumber and/or dispose of the Products.
- BONDIS shall only be held liable for its serious misconduct (including non-compliance with its essential obligations) or fraud.
- Insofar as BONDIS is dependent on the collaboration, services and supplies of third parties in implementing its commitments, BONDIS shall not be held liable for any damages resulting from their fault, except in the event of gross negligence or wilful misconduct by these third parties.
- If BONDIS organises the transport, it uses well-known companies for the shipment of goods. BONDIS cannot be held responsible for delays, theft, loss or damage to the goods during transport. Any rights against the carrier shall be transferred to the Customer.
- BONDIS's liability shall, in any event, be limited to an amount equal to 3 times the price of the supply of the Products or Services with which the incident occurred, with a maximum of [20.000] Euro.
- BONDIS is not liable for:
- indirect, indirect or consequential damages (such as, but not limited to, loss of income and damage to third parties);
- damage caused directly or indirectly by an act committed by the Customer or a third party, whether this is due to a fault or negligence. In any event, the Customer is bound by an indemnity obligation towards BONDIS if the latter is sued by a third party;
- damage arising from the use of the Services/ Products in a manner other than that for which they were developed or intended;
- damage caused by errors or omissions in the data provided or prescribed by or on behalf of the Customer to BONDIS, by instructions or directions from or on behalf of the Customer;
- damage resulting from incorrect storage/retention of the Products;
- damage arising from the failure to follow any advice given by BONDIS, which is always provided on a non-binding basis;
- damage caused by force majeure or hardship;
- delays in deliveries (including additional costs resulting from this for the Customer), incurred due to the failure of suppliers of BONDIS, the Customer or any other third party.
- The provisions of this section shall apply to the contractual and non-contractual liability of BONDIS and its employees and may also be invoked by the directors of BONDIS if they are held personally liable.
- BONDIS's liability for an attributable failure shall only arise if the Customer immediately provides BONDIS with a written notice of default, offering a reasonable period to remedy the failure and if BONDIS remains attributably in breach of its obligations even after such period. The notice of default must contain as complete and detailed a description as possible of the failure, so that BONDIS is given the opportunity to respond adequately.
- Any claim for damages against BONDIS and its directors shall lapse by the mere lapse of twelve months after the claim arose, unless the Customer made a legal claim for compensation before the expiry of this period.
- If the contract is cancelled at the Customer's detriment, BONDIS shall be entitled to a lump-sum compensation of 40% of the value of the order (based on the sale price) by way of loss of earnings, without prejudice to BONDIS' right to claim more damages and without prejudice to its right to pursue compulsory performance.
- If the agreement is terminated at BONDIS's expense, BONDIS may be held liable for damages in accordance with the above provisions on liability.
Force majeure & Hardship
- BONDIS shall not be held liable for any failure to fulfil its obligations caused by force majeure or hardship. Cases of force majeure or hardship give BONDIS the right to, at its own discretion:
- temporarily suspend the fulfilment of its own obligations;
- revise the contractual terms and conditions - inter alia with regard to execution deadlines and prices - in consultation with the Customer;
- if the situation of force majeure and/or hardship lasts longer than one month, terminate the agreement by means of a simple written notification to the Customer, without BONDIS being or becoming liable for any compensation.
- Are conventionally considered as cases of force majeure or hardship, all circumstances that at the time of the conclusion of the agreement were reasonably unforeseeable and unavoidable, and which create the impossibility for BONDIS to execute the agreement or which would make the execution of the agreement financially or otherwise more burdensome or difficult than normally foreseen, so that it would not be reasonable to demand execution of the agreement under the same conditions, such as war, strikes, lock-outs, illnesses, epidemics, pandemics, staff shortages, company organisational conditions, seizures, natural circumstances, fire, power cuts and interruptions (such as blackouts and cut-offs), unavailability or interruptions of the telecommunications network, computer crime, theft, sabotage, failures by BONDIS' suppliers (e.g. because the supplier in question was (also) affected by force majeure, stock shortages, etc.).
Processing of personal data
- The Customer is fully responsible for the data processed by the Customer using a BONDIS service. The Customer warrants to BONDIS that the content, use and/or processing of the data are not illegal and do not infringe on any third party's rights. The Customer shall indemnify BONDIS against any legal claim from a third party, on any grounds whatsoever, related to these data or the performance of the contract.
Transfer of rights and obligations
- The Customer shall not transfer its rights and obligations under the agreement to a third party, unless agreed in writing by BONDIS.
- BONDIS is entitled to transfer all or part of its rights and/or obligations under the agreement. BONDIS is entitled to use subcontractors for the full or partial implementation of its commitments.
Applicable law and disputes
- This agreement is governed by Belgian law.
- Disputes between the Parties shall be exclusively and definitively settled by the courts of the judicial district of Antwerp, section Antwerp, without prejudice to BONDIS' right to sue before the courts of the Customer's registered office/residence.