General terms and conditions Biomedico BV

1. General

Acceptance of our offers, order confirmations, delivery notes, agreement and invoices also implies approval with these general terms and conditions. Consequently, these terms and conditions form an integral part of the agreement between the seller and the customer, and of any distance contract.

Only by written agreement of the seller can these applicable conditions be deviated from at the request of the customer.

The seller has the right to change the terms and conditions unilaterally at any time.

Any sales and/or general terms and conditions of the customer cannot apply to the concluded agreement.
Unless they have been expressly accepted in writing by the seller, in which case they apply only to the contract that is the subject of them. Under no circumstances can the seller's silence be interpreted as an acceptance of other terms and conditions.

2. Prices

All prices stated in offers and agreements are calculated on the unit prices valid at that time. In case of change, the increase shall be borne by the customer.
The seller reserves the right to change prices at all times if this appears necessary.

The seller may revise the prices of the materials and labour to be delivered in the event (non-exhaustive) of price increases invoiced to him by his suppliers, and this as long as the goods have not been delivered, as well as in the event of interim official salary fluctuations, changes in the prices of raw materials, etc. ....
The price revision will be based on the following formula:
p=P * (0.40 (s/S) + 0.40 * (i/I) + 0.20)

Where: " p " corresponds to the revised price;" P " corresponds to the original price;" s " corresponds to the value of the wage index S at the time of revision;" S " corresponds to the value of the wage index S at the time of signing the agreement;" i " corresponds to the value of the material index I at the time of revision;" I " corresponds to the value of the material index I at the time of signing the agreement.
Unless otherwise stipulated, all offers are valid for 4 weeks.

The prices quoted by the seller are always exclusive of VAT, without additional contributions, surcharges and costs, including, but not limited to, recupel contributions, excise duty surcharges, transport costs and administration costs.

Prices refer to goods in standard packaging. If extraordinary packaging was requested, such as special packaging required for sea or air transport, or delivery outside the territory of Belgium, the associated costs shall be borne by the customer.

The indication of price refers exclusively to the articles as described verbatim. The photos displayed on the website, catalogues, price lists, explanatory drawings, etc. are purely informative and in no way binding. Consequently, they may contain elements not included in the price.

For orders below €350.00, the seller reserves the right to charge an administrative fee of €25.00.

3. Terms of payment

All payments shall be made at the seller's registered office, unless expressly agreed otherwise.

For any order for goods, an advance payment of 35% shall be payable no later than 14 days before delivery of the goods, unless otherwise stated on the offer. This advance shall be paid upon receipt of an advance invoice.

All invoices are payable in cash without discount. In the event of non-payment within 30 days of the invoice date, interest on arrears of 12% from the invoice date shall be payable ipso jure and without notice of default being required, as well as liquidated damages of 10% with a minimum of €80.00, without prejudice to the right to reimbursement of legal costs and collection costs incurred as a result of late payment.

To the extent that the customer defaults on one or more outstanding claims against the seller, the seller may suspend the performance of its agreements with the customer until such time as all outstanding accounts are cleared including added damages, default interest and reminder fees.

If the buyer cancels his order, he shall owe a lump-sum compensation of 40% of the purchase price, with a minimum of €248, and to be increased by the value of what has already been carried out at the time of cancellation, if the goods are current, normally marketable goods. Non-current and custom-made goods must be paid for in full. Cancellation must always be in writing.

Any protest or dispute concerning an invoice must be notified to the seller by registered letter within eight days from the invoice date, under penalty of cancellation.

Failing this, the invoice shall be deemed irrevocably accepted.

4. Study and design

All documents transmitted by the seller in connection with studies, analyses, designs, etc. remain the property of the seller. These documents must be returned at the seller's first request.

The documents may not be transferred to third parties or executed by third parties without the seller's prior written consent.

Its intellectual property will remain unchanged with the seller, unless otherwise stipulated.

5. Retention of title

The delivered and/or placed goods remain the property of the seller until the customer has fulfilled all payment obligations towards the seller, including those arising from other agreements between the seller and the customer.

Until then, the seller can invoke its retention of title and repossess the goods.
Before ownership has passed to the customer, the customer may not pledge, alienate or otherwise encumber the products.

If the seller invokes his retention of title, the seller may, ipso jure and without notice of default, proceed to the immediate dissolution of the contract, without prejudice to the right to take back the delivered products and to claim damages.
Notwithstanding this express reservation of ownership, all risks concerning the goods shall be transferred to the customer from the moment of delivery to the customer. The customer shall be obliged to insure the material thus held in custody against all possible risks and to protect it from depreciation.
The buyer hereby grants permission to take back the delivered goods at its expense in the event of non-payment by the due date, regardless of their possible incorporation into other movable and/or immovable property.

6. Delivery

All orders are fulfilled as soon as possible.
If delivery deadlines are stated, they are only indicative and do not constitute an obligation of result on the part of the seller. The seller reserves the right to make partial deliveries.

Any delay, whether due to force majeure or for any reason whatsoever, shall not give any right to any liability, compensation and/or termination of the agreement on the part of the customer. In such a case, the seller reserves the right to terminate the agreement without the customer being able to claim compensation.
The vendor reserves the right to postpone delivery until payment has been secured.
In case of delayed delivery at the request of the customer, the seller reserves the right to already issue an advance invoice of 30% of the purchase price.

The customer undertakes to provide a freely accessible delivery location, i.e. that the goods can be transported on wheels to the indicated delivery location and/or can be reached by means of normal access, i.e. corridors, lifts (no stairs), failing which the seller reserves the right to charge additional transport costs and working hours.
The transport of goods is linked to the incoterms agreed with the customer.

If the customer fails to provide timely shipping instructions and/or delays delivery, the seller reserves the right to charge a storage fee per month from the time the goods are stored. Each month started is due in its entirety.
The seller also reserves the right to place these goods in a warehouse at the full expense and risk of the customer and to do so after a simple formal notice to the customer's address.

7. Complaints

Immediately upon delivery of the goods, the customer must check them and verify that the delivered goods correspond to those ordered.

Upon delivery, the goods are deemed to be in good condition, in accordance with the customer's order and specifications and without damage.

The buyer must communicate any remarks of any kind in writing within eight working days of delivery and/or installation of the goods.

If no comments were formulated within this period, the customer is deemed to have fully accepted the delivered goods/works.

For repairs, all spare parts and materials used, as well as the hours worked, are noted on a work order, on the basis of which an invoice will be drawn up: any comments concerning the repairs carried out must be noted on this work order. Remarks not mentioned on the work order will not be retained.

8. Warranty

The warranty for the delivered goods, unless otherwise contractually stipulated in the offer and/or agreement, is given for 1 year after delivery.
However, the warranty for goods from third parties procured by the seller shall only extend to the warranty granted by such third parties for the goods in question.
The warranty lapses completely in the event of any modifications, adaptations or repairs not carried out by the seller.

The warranty does not include (non-exhaustive):
- the replacement of the equipment due to wear and tear, damage resulting from negligence, insufficient control and supervision, poor maintenance, misuse, and so on.
- damage due to exposure to moisture, dust, fire and other external causes
- damage caused by an act or the wilful misconduct of any person
- diagnostic costs (these should always be paid in full by the customer)
- any leaks or blockages in condensation pipes

Any guarantee may only be invoked when the buyer has fulfilled all his payment obligations, without the guarantee period being extended.

9. Provision of information by the customer

The customer shall make all information, data and documents relevant for the correct execution of the agreement available to.

The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless the nature of the agreement dictates otherwise.

If the customer fails to provide the information, data or documents reasonably required by the seller on time or properly, and the execution of the agreement is delayed as a result, the resulting extra costs and extra hours shall be borne by the customer.

10. Liability

Except for the explicit undertakings made by the seller under the contract, the seller's liability is limited to the liability mandatorily imposed by law.

The seller shall not be liable for any direct or indirect damage, such as (non-exhaustive) loss, unavailability of a product, loss of turnover, loss of profit or any increase in overheads. The seller shall also not be liable for any damage resulting from the customer's failure to comply with this agreement, nor shall the seller be liable for defects caused directly or indirectly by an act of the customer or a third party, whether caused by fault or negligence.

If the seller's liability is withheld, compensation for damages in any hypothesis is limited to the cover provided by the seller's insurer. Or if it is a non-insured case to 5% of the value of the contract in question, excluding costs and VAT, with the seller always reserving the right to either replace the goods or reimburse the value thereof.

11. Privacy

Personal data are handled in accordance with European Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data (hereinafter "GDPR" or "AVG").
The seller refers to the privacy statement on the website for more detailed information on data protection (https://www.bumacogroup.be).

12. Bumaco Group

Are part of the Bumaco Group: the companies as listed in the privacy statement at https://www.bumacogroup.be

All securities, guarantees and rights including the retention of title in favour of Bumaco Group shall also apply in favour of and as security or guarantee of all debts of the client to the other companies belonging to the Bumaco Group.

13. Jurisdiction

The agreement is governed by Belgian law.
In case of dispute regarding the interpretation and/or execution of the agreement, only the courts of Leuven have jurisdiction.

In the event that any provision of this agreement is deemed null and void, this shall not entail the nullity of the whole of the provisions. The parties will replace the void provision by a valid provision with the same economic and practical consequences.

14. Additional provisions

Any inspections by external companies are never included.

Items/products/goods that do not belong to the seller's standard range and are therefore ordered at the customer's special request will never be taken back.

The seller reserves the right to terminate the agreement in case of bankruptcy or apparent insolvency of the customer, and in case of a change in the legal situation of the customer or co-contractor. This does not give any right to any liability, compensation and/or dissolution of the agreement on the part of the customer.