STANDARD TERMS AND CONDITIONS OF SALE
General Terms and Conditions between BV Resilix and its customers
Article 1 – Scope and acceptance of the general terms and conditions
1.1 BV Resilix (KBO 1008176230 and VAT number BE 1008.176.230) is a company incorporated under Belgian law in the form of a private limited company and with its registered office at 2220 HEIST-OP-DEN-BERG, Zonderschotsesteenweg 2 B.
1.2 These general terms and conditions apply to all services provided and performances carried out by BV Resilix, its partners, employees, and staff, and in general all its appointees. Any agreement of any nature between BV Resilix and the customer is subject to these general terms and conditions.
1.3 Deviations from these general terms and conditions can only be made in writing. Any general terms and conditions of the customer cannot be implicitly accepted and are always subordinate to these general terms and conditions.
1.4 The general terms and conditions are presumed to be known by the customer. Any assignment or request for a service implies the customer's full acceptance of these general terms and conditions and the waiver to invoke their own general terms and conditions.
Article 2 – Conclusion of the agreement
2.1 BV Resilix is only obliged to fulfill its mandate and the agreement between the parties and the mutual obligations of the parties only come into effect on the condition that the assignment has been accepted by BV Resilix.
2.2 If applicable, BV Resilix's assignment will only commence at the moment the request for provisioning issued by them has been fully complied with.
Article 3 – Commitments
3.1 Due to the nature of its services, BV Resilix is bound to an obligation of means or effort and will fulfill its assignment or provide its services to the best of its ability in accordance with the prevailing standards of care and good craftsmanship and in conformity with prevailing international standards.
3.2 The customer is expected to inform and keep BV Resilix informed of all information that is (reasonably) useful and necessary for the execution of the service. The customer undertakes to provide all data and information supported by the necessary documents to BV Resilix in a timely manner. The customer guarantees the accuracy, completeness, and reliability of the information provided by or on behalf of him/her to BV Resilix.
3.3 BV Resilix may, without prior notice of default, suspend its services to the customer in whole or in part or even terminate the agreement if the customer fails to fulfill his/her payment obligations, other obligations (such as providing the required information), or his/her obligations under these general terms and conditions, without BV Resilix being liable for any damage suffered by the customer in this case.
3.4 Any service and/or advice provided by BV Resilix is solely for the use of the customer and is only given within the framework of the service for which it was provided. A service and/or advice from BV Resilix may not be used by third parties, nor may third parties rely on it. The customer accepts that he/she will not disclose a service/advice from BV Resilix to third parties without prior written consent (unless necessary to other professional advisors of the customer who are bound by a duty of confidentiality but without any obligation or liability on the part of BV Resilix towards them). The contractual obligations of BV Resilix apply only to the customer and do not extend to third parties unless BV Resilix expressly and in writing accepts this responsibility, in which case these general terms and conditions, including the mentioned liability limitations, apply.
Article 4 – Validity of offers
4.1 Offers are only valid and binding within the timeframe indicated in the offer or, if nothing has been specified, 30 calendar days following the date of the offer. After this period, the customer can no longer accept the offer. Offers are only valid for the services expressly included therein.
4.2 If the customer wishes to call on additional services, a new agreement must be concluded.
Article 5 – Price and payment terms
5.1 BV Resilix will perform the requested services at the price conditions as indicated in the accepted offer or as included in the service agreement that has been concluded between BV Resilix and the customer. Administrative costs and specific costs and expenses such as (but not limited to) translation costs, travel expenses, license costs, and other advances will be charged separately.
5.2 BV Resilix cannot be held to its offer if the customer could reasonably understand that the offer or part of it contains an obvious material error or typographical error such as an unrealistically high discount or an unusually low asking price.
5.3 Any changes to the requested services and/or additional services will be additionally billed in accordance with the rates applicable at the time the changes/additional services are ordered. The customer can request the applicable rates at any time from BV Resilix.
5.4 If the service is charged at an hourly or daily rate, BV Resilix reserves the right to adjust the hourly or daily rate used in the course of the performance of the service on a quarterly basis, and therefore annually on 1/01, 1/04, 1/07, and 1/10, after prior notification to the customer and based on an objective substantive criterion.
5.5 At the start of the assignment and during the performance of the service, BV Resilix may request interim payment by means of provisions; the paid provisions will be deducted from the final invoice.
5.6 Provision notes and invoices are payable within 30 days of the invoice date. If an advance payment is requested, BV Resilix reserves the right to suspend its performance until receipt of the requested advance payment.
5.7 In the event of late payment, default interest will be due by operation of law and without prior notice of default, calculated in accordance with the Law of 2 August 2002 on combating late payment in commercial transactions.
5.8 In such a case, a lump-sum compensation of 10% of the principal sum will also be due by operation of law and without prior notice of default, with a minimum of EUR 15,000 per invoice, without prejudice to the right of BV Resilix to additionally claim the actual damage suffered. The costs for collecting an unpaid invoice and any legal costs are always borne by the customer.
5.9 Any non-payment of an invoice on the due date or any non-payment makes the non-expired invoices already issued and sent to the customer immediately due and payable and automatically cancels any payment facility.
5.10 In addition, in the event of non-payment or late payment, BV Resilix is entitled, at its option, to terminate the cooperation without any form of compensation or to suspend all services to the customer until full payment of all outstanding amounts has been received, without being liable for any damage that may arise from this.
5.11 If the customer does not agree with an invoice, he/she must lodge a written objection within 8 calendar days from receipt of the invoice, failing which he/she is deemed to accept the invoice. If the customer has questions about a part of the invoice or disputes the invoice, this does not suspend the payment of the invoice.
5.12 BV Resilix is subject to VAT, and the services it provides are subject to VAT, so BV Resilix's invoices, unless legally exempted, are increased by 21% VAT.
Article 6 – Duration and termination of the agreement
6.1 The agreement between BV Resilix and the customer is for a fixed term unless expressly agreed otherwise in writing.
6.2 If one of the parties materially breaches its obligations and, after being expressly and in writing pointed out by the other party, does not fulfill this obligation within a reasonable period, the other party is entitled to terminate the agreement without judicial intervention and without any compensation being due. If the customer is the party failing to meet his/her obligations and BV Resilix terminates the cooperation for this reason, the total balance of BV Resilix's invoice must still be paid.
6.3 The customer can terminate the agreement at any time without giving any reason. In this case, however, the customer is obliged to reimburse the services already provided and costs incurred by BV Resilix, plus a flat-rate compensation of 10% of the offer price to compensate for lost profits, unless BV Resilix proves higher damage.
Article 7 – Suspension of the agreement
7.1 BV Resilix reserves the right to suspend all ongoing services and to request appropriate guarantees from the customer if there are identifiable events that undermine mutual trust and/or make the performance of the agreement difficult and/or impossible, or if the customer fails to meet his/her payment obligations.
Article 8 – Force majeure – delivery period - imprévision
8.1 Exceptionally, BV Resilix may be confronted with unforeseen circumstances beyond its control, as a result of which it will not be able to provide its services in whole or in part at the agreed time. When this force majeure is temporary, BV Resilix will still try to deliver its services as soon as this is reasonably possible again. If it turns out that it is impossible for BV Resilix to complete or continue its services, the agreement will be revised or dissolved by mutual agreement.
8.2 Delivery times communicated by BV Resilix are always indicative only. BV Resilix has the right to postpone delivery if necessary for the proper performance of the service or if the circumstances justify this (including but not limited to the late delivery by the customer to BV Resilix of the necessary information for the performance of the service). Failure to meet the indicative delivery period cannot give rise to the termination of the agreement or claims for (compensation) of any kind.
8.3 In case of a fundamental change in circumstances and/or conditions not attributable to the affected party and as a result of which the contractual obligations of this party would be unfairly burdened, the parties undertake to renegotiate the terms of the agreement in order to reach a fair solution for the continuation of the agreement. The aim is to reach a similar balance between the contractual obligations of the parties as the balance that existed when the agreement was entered into.
If the parties do not agree on whether there have indeed been fundamental changes in circumstances and/or conditions as mentioned in the previous paragraph, both parties will appoint an expert who will jointly, if necessary, assisted by a third party, determine whether such conditions or changes have occurred.
If a party fails to respond positively to a request to renegotiate within one month after the other party has requested this by registered letter, the party in default will be entitled, at its option, to either turn to the competent court or to terminate the agreement by registered letter without any compensation being due.
Article 9 – Complaints
9.1 If the customer is dissatisfied with the services provided by BV Resilix, this must be reported in writing to BV Resilix as soon as possible, but within 8 calendar days. Expressing a complaint does not relieve the customer of his/her payment obligation.
Article 10 – Liability
10.1 The partners, employees, and staff of BV Resilix always act on behalf and for the account of BV Resilix and can never be held personally liable in connection with any professional or other fault.
10.2 BV Resilix can only be held liable in the event of fraud, gross negligence, or willful misconduct by it or its appointees, or, except for force majeure, in the event of non-performance of the essential obligations that are the subject of the agreement.
10.3 It is reiterated that the agreement with BV Resilix always includes obligations of means and not obligations of result. BV Resilix will, of course, do its best to deliver its services correctly and strive for the best result, but it cannot be held liable if the intended result is not achieved. Nor can BV Resilix be held liable for incorrect implementation or failure to (correctly) follow the advice/services provided by BV Resilix by the customer.
10.8 BV Resilix is never liable for or obliged to compensate for immaterial, indirect, or consequential damage, including (but not limited to) loss of profit, turnover, income, administrative or personnel costs, an increase in general costs, loss of clients, or claims from third parties.
10.9 BV Resilix can never be held liable for any damage resulting from an error committed by a third party engaged by the customer for the execution of the agreement.
10.10 Likewise, BV Resilix cannot be held liable if it is unable to provide its services due to force majeure. When the force majeure is temporary, it is reiterated that BV Resilix will still try to provide its services as soon as this is reasonably possible again. If it turns out that it is impossible for BV Resilix to complete or continue its services, the agreement will be revised or dissolved by mutual agreement.
10.11 BV Resilix is never liable for damage of any kind caused by incorrect or inaccurate data provided by the customer or incorrect or inaccurate implementation or failure to (correctly) follow the advice of BV Resilix by the customer.
Article 11 – Use of third parties
11.1 The customer agrees, unless expressly agreed otherwise in writing, that BV Resilix may call upon third parties for (specific aspects of) its assignment if it deems this necessary or useful, but always in consultation with and with the approval of the customer.
11.2 Unless in exceptional cases and if BV Resilix agrees, the customer always settles the amounts charged by these persons directly; BV Resilix cannot be held liable or obliged to pay these costs.
11.3 Unless expressly agreed otherwise in writing, BV Resilix is never liable for the performance provided by third parties engaged.
Article 12 – Indemnification
12.1 The customer indemnifies BV Resilix against all claims from third parties related to the services provided by BV Resilix. BV Resilix is not liable for damage to third parties and does not have to indemnify the customer in this hypothesis.
Article 13 – Confidentiality
13.1 BV Resilix undertakes to keep all information and data acquired during the performance of the service confidential. BV Resilix takes all possible precautions to protect the interests of the customer.
13.2 The customer will not disclose to third parties any approach, methodology, or offers from BV Resilix without the consent of BV Resilix.
13.3 The parties are obliged to keep all information they mutually receive in the performance of the service confidential and not to disclose it to third parties in any way unless with the prior express written consent of the other parties or if they are legally obliged to do so or if necessary to other professional advisors of the customer who are bound by a duty of confidentiality but without any obligation or liability on the part of BV Resilix towards them as set out in Article 3 of these general terms and conditions. If BV Resilix engages a third party in accordance with Article 11 of these general terms and conditions, the necessary data required for the performance of the service may, of course, be disclosed to this third party, provided that they respect the same confidentiality.
Article 14 – Intellectual property
14.1 The intellectual property of the services provided remains the exclusive property of BV Resilix until full payment of all charged amounts, both in principal and all possible accessories, including but not limited to interest, compensation, legal costs, summons costs...
Article 15 – Electronic communication
15.1 BV Resilix makes reasonable efforts to protect emails and attachments from any virus or other defect that could damage a computer or IT system. It remains the customer's responsibility to take all necessary measures to protect their own computer or IT system.
15.2 BV Resilix cannot be held liable for any loss or damage that may result from receiving or using electronic documents from BV Resilix.
Article 16 – Data protection
16.1 BV Resilix is responsible for the processing of personal data that it will obtain in the context of the services. This processing of personal data is carried out in accordance with the provisions of the General Data Protection Regulation and the Law of 30 July 2018 on the protection of natural persons regarding the processing of personal data.
16.2 For more information on this, BV Resilix refers to its Privacy Statement, which can be found on its website https://www.resilix.be/privacybeleid
16.3 This Privacy Statement is an integral part of these general terms and conditions.
Article 17 – Completeness and nullity
17.1 These general terms and conditions constitute the entire agreement between the Customer and BV Resilix and replace all previous agreements and any previous oral or written agreement between the parties regarding the same subject matter.
17.2 If any provision (or part thereof) of these general terms and conditions is unenforceable, null, invalid, or in conflict with a provision of mandatory law, this will not affect the validity and enforceability of the other provisions of these general terms and conditions, nor the validity and enforceability of that part of the relevant provision that is not unenforceable, null, invalid, or in conflict with a provision of mandatory law. In such a case, the parties will negotiate in good faith to replace the unenforceable or conflicting provision with an enforceable and valid provision that closely matches the purpose and scope of the original provision.
Article 18 – Applicable law and competent courts
18.1 Belgian law applies to all disputes related to or arising from the agreement subject to these general terms and conditions. Only the courts and tribunals of the judicial district of Antwerp, Mechelen division, are competent to hear any disputes concerning the agreement, the collection of invoices and provisions arising from the agreement, and the accompanying general terms and conditions.
Article 19 – Questions and comments
19.1 If the customer has any questions or comments regarding the services of BV Resilix, they can always contact BV Resilix. BV Resilix attaches great importance to a good relationship with its customers and appreciates it if the customer immediately communicates any comments.
Version 1 December 2022
BV Resilix
Zonderschotsesteenweg 2 B
2220 HEIST-OP-DEN-BERG
Stephan@resilix.be
+32 477 363 136