Terms and conditions
Art. 1 Scope
1.1 Save where explicitly provided otherwise, the legal relationship between Battery Equipment BVBA (hereinafter to be referred to as ”the Supplier”) and the Client shall be governed exclusively by the present General Conditions.
1.2 The General Conditions shall be valid from the time of the written confirmation by the Supplier of the order placed by the Client, and shall furthermore be referred to in the present General Conditions, as the “Agreement”.
1.3 Omission or delay by the Supplier in the (partial) enforcement of a provision in the Agreement may not be regarded as a relinquishment of any of its rights whatsoever on the basis of the Agreement, now or in the future.
1.4 The Client may not depart unilaterally or tacitly from the Agreement in any way whatsoever (including by simple conduct). The Agreement excludes any further application of the Client’s general or Special Terms & Conditions. The Client therefore recognises that its own general or Special Terms & Conditions are not applicable to the Agreement.
1.5 The Supplier reserves the right at all times to change the provisions in the Agreement through the announcement at its specific web page. Such change is binding and shall be considered accepted by the Client, after the acceptance by the Client of an Order Confirmation dated at least fifteen (15) calendar days after the publication of the change.
1.6 The Agreement annuls and replaces all written or oral agreements, contracts, proposals and obligations which relate to the same subject, as described in the Agreement, and which might precede the date of the Agreement.
Art. 2 Orders
2.1 The Client must place his orders through the Supplier’s e-commerce system, battery-equipment.com. All further correspondence concerning this order must happen by e-mail, unless otherwise specified in the Agreement.
2.2 If the Client places an order by itself citing references from the Supplier, the Supplier will assume that these tally with the Goods actually required.
2.3 Images, dimensions, capacities, weights and other indications of parts, price lists, offers on the Supplier’s website are indeed compiled as carefully as possible, but are only approximate and for information purposes, and are given only by way of information supplied free of obligation.
Art. 3 Subject
3.1 The subject of the present Agreement is explicitly described and includes the explicitly described parts, accessories, tools. The subject is hereinafter referred to as “Goods”.
3.2. The Client is fully liable for the choice of the Goods. The Goods are standard goods which are not created specifically for the Client’s needs, or goods which the Supplier has adapted at the Client’s request to specifications described by the Client. The Supplier has no liability whatsoever if it should emerge that the Goods fail to meet the Client’s specific needs and intended purpose and use, where the Goods meet the specifications described by the Client.
Art. 4 Price
4.1 The price for the Goods is fixed in the Agreement (to be referred to hereinafter as the “Purchase Price”). The Purchase Price excludes VAT, taxes and levies, import and export duties, and neither does it include the cost of insurance, delivery or collection of the Goods and any assembly (hereinafter to be referred to as the “Costs”). The Costs are payable by the Client and shall be billed separately, and exclude VAT, taxes and levies.
Art. 5 Payment
5.1 Save where otherwise agreed in writing, the Client shall pay the all Purchase Price and the Costs through the Supplier’s e-commerce system, battery-equipment.com. Only payment methods listed in the e-commerce system are accepted.
5.2 If the Client requests, on ordering, that the order be invoiced to a third party, the Client shall, despite the third-party invoicing, remain jointly and severally liable to comply with its obligations under the Agreement.
Art. 6 Transfer of risk and ownership
6.1 On delivery of the Goods, the transfer of risk shall also take place.
6.2 The ownership of the Goods shall be transferred at the latest when the following events occur: on delivery of the Goods, or at the time that full payment of the Purchase Price and Costs is made. Transfer of ownership is therefore suspended until that point in time.
6.3 in the normal course of events, the Client is allowed to sell the Goods whose ownership has not yet passed to it. The Client automatically transfers to the Supplier all claims from its clients which arise from the resale of Goods of which the Supplier is still the owner, for the amount identical to the Purchase price of the said Goods. The Client may collect the debts following the resale. At the Supplier’s request, the Client will inform all its clients about the transfer of the claim and provide the Supplier with all information to enable it to assert its rights.
6.4 The Client recognises that the Supplier or one of its associated companies remains the exclusive owner of all intellectual property rights relating to the Goods and the name and the logo under which they are provided by the Supplier, and undertakes not to make any claim thereto.
Art. 7 Delivery
7.1 All Goods are delivered to the address, specified at the time of order.
7.2 In the event of damage to the packaging and/or an inadequate number of Goods, the Client must report this at the time of delivery of the Goods on the bill of lading. It must notify this to the Supplier in writing within twelve (12) hours of the delivery of the Goods, by letter or email.
7.3 Delivery deadlines are given in good faith, but only as an approximation, and accordingly are not binding, unless otherwise agreed in writing between the parties. Delay in the delivery can never give rise to a penalty for lateness, compensation or exemption from the Agreement to the detriment of the Supplier, or to refusal by the Client to receive the Goods delivered.
7.4 Any explicitly agreed delivery deadline shall commence only after the Supplier is in possession of all information and documents that are required for the performance of the delivery.
7.5 However, if the Supplier has explicitly made a written commitment to compensation in the event of delayed delivery in the Agreement, such compensation shall be payable only if the Client has claimed against the Supplier for exceeding the delivery deadline by registered letter within the binding period of five (5) calendar days from the expiry of the delivery deadline, appending proof of the damage suffered. However, the Supplier may not be required to pay compensation if the delayed delivery is the consequence of Force Majeure, or if it is attributable to the Client. In the latter case, the Client must compensate the damage suffered and the costs. Force Majeure shall include, but not be limited to, the following: government order, mobilisation, war, epidemic, lockout, strike, demonstration, defects, fire, flood, explosion, lack of raw materials or labour, changed economic circumstances, vandalism, exceptional weather conditions and all circumstances outside the will of the Supplier which disturb the normal course of business. In any case, any compensation for delayed delivery shall always be limited to 0.5% of the Purchase Price per complete week of delayed delivery following the 21st working day of the delivery date, up to a maximum amount of 5% of the Purchase.
7.6 The Client may not invoke delayed delivery by the Supplier to cancel the Agreement.
Art. 8 Right of Retention
8.1 In the event of default, the Supplier shall have a right of retention over all objects and documents handed over to it by the Client until the complete payment of the Purchase Price, the Costs, and all possible interest and additional recovery costs.
Art. 9 Condition of the Goods and warranty by the Supplier
9.1 If the Client is of the opinion that the Goods that are delivered to it do not match the order or are visibly defective, the Client must file a written complaint to the Supplier within no more than 48 hours after the delivery of the Goods. If, after the expiry of that deadline, the Supplier has received no written complaint from the Client, the Client will be deemed to have accepted the Goods.
9.2 Latent defects must be reported in writing by registered letter to the Supplier by the Client within a period of eight (8) working days after the Client has identified them or ought normally to have identified them, and in any case within a period of three (3) months after the date of delivery of the Goods.
9.3 The Supplier shall not be required to indemnify the Client if it emerges that:
9.3.1 The Client or a third party has made, or attempted to make, repairs or changes to the Goods; or
9.3.2 The defects are the consequence of improper or abnormal use, such as, for example, the use of the Goods for purposes other than those for which they are reasonably intended, overloading, (inappropriate) application in a way which does not match the instructions for correct use, assembly, maintenance, installation or use which does not match the technical or safety standards applicable in the place where the Goods are used; or
9.3.3 For damage which is related to normal wear and tear, disturbances caused by inexperience and/or negligence on the part of the Client, overloading, non-recognised interventions, accidental occurrences and Force Majeure; or
9.3.4 The defects have not been correctly reported to the Supplier in detail in a timely manner, i.e. within the deadlines specified in Art. 9.2, in accordance with the General Rules for the Return of Goods.
9.4 If the Goods show non-conformities, visible or latent defects, and if after inspection by the Supplier’s technical staff, there is found to be a nonconformity, visible or latent defect with regard to the Goods, it is explicitly agreed that the Supplier, according to its expert opinion and at its discretion, may either ask for repair or replacement of the Goods, or else ask for a price reduction, or else that the Agreement may be dissolved with the reimbursement of the Purchase Price and the return of the Goods. The Client is not entitled to claim any additional reimbursement for direct or indirect damage.
9.5 The ownership of Goods repaid or replaced by the Supplier shall automatically and without reimbursement pass to the Supplier. All costs in respect of transport, customs, assembly, dismantling, travel and accommodation shall be borne by the Client.
9.6 Insofar as granted under the law, all guarantees or conditions implicit herein shall be excluded.
Art. 10 Complaint procedure and Goods return
10.1 If the Client decides not to keep the ordered and/or delivered Goods, the Client shall inform the Supplier within 14 days from the delivery. The Client can then return the Goods without penalty and without giving any reason. The related Costs are to be paid by the Client. Within 14 days after reception of the returned Goods, the Supplier shall pay back the full purchase price, by the same means of payment which the Client utilised for the purchase of the Goods.
10.2 The Supplier can refuse repayment as long as the Supplier has not received the returned goods or until the Client has shown evidence that the Goods have been returned, depending on which event occurs first.
10.3 The Supplier expects the Client to handle the Goods as well as the packaging with the utmost care during the first 14 days after delivery. If the Client wants to return the Goods as described above, the Client may only unpack or use them to the extent needed to assess whether or not the Client wishes to retain them. Returned goods may be tested, but not used. When returning the goods, the Client shall also return all delivered accessories, manuals, documentation. If reasonably possible, the Goods shall be returned in their original condition and packaging.
10.4 In order to exercise the right to withdrawal, the Client use the provided web page on the e-commerce system of the Supplier, battery-equipment.com.
Art. 11 Liability
11.1 The Supplier’s entire liability vis-à-vis the Client (including deeds committed by or negligence by its directors, employees, agents and/or subcontractors) with regard to the performance of the Agreement shall be limited as set out below.
11.2 With the exception of damage stemming directly from non-performance by the Supplier of the explicit obligations it has entered into in accordance with the Agreement, the Supplier’s liability shall be limited to the binding liability which is placed upon it under the law.
11.3 If the Supplier is deemed to be liable in accordance with Art. 11.2, the Supplier may never be held liable vis-à-vis the Client for indirect damage, such as, although not limited to, loss of turnover, loss of profit or any increase in overheads.
11.4 If the Supplier is deemed to be liable in accordance with Art. 11.2, the maximum amount of its liability shall in any case be explicitly limited to the amount of the Purchase Price.
11.5 Where the Client is held liable by third parties as a result of damage caused by a fault in the Goods supplied, which were supplied by the Client in any form whatsoever to third parties, the Client shall in no sense be entitled to any recourse against the Supplier.
Art. 12 Suspension and dissolution
12.1 The Supplier shall be entitled to suspend the performance of its obligations under the Agreement or to dissolve or terminate the Agreement if, after or before the conclusion or beginning of the performance of the Agreement, the Supplier becomes aware of any circumstance that might substantially adversely influence the Client’s financial situation, or if it becomes clear to the Supplier that the Client will fail in its obligations in a major way. The Supplier shall, in such a case, write to the Client to notify it of its decision.
12.2 If it becomes apparent to the Supplier, before the execution of its obligations based on the Agreement, that the Client will significantly default on its obligations, the Supplier has the right to declare the Agreement dissolved.
Art. 13 Miscellaneous
13.1 The potential invalidity of one of the clauses in the Agreement shall in no sense affect the validity of the other clauses. The parties shall make every effort to ensure, by mutual agreement, that the invalid clause is replaced by a valid clause with the same or substantially the same economic impact as the invalid clause.
13.2 During the commercial relationship between the Supplier and the Client, the Supplier or a company associated with it shall store the information provided by the Client (hereinafter referred to as “Data”) in its customer relations database in accordance with all legal data protection provisions. Should the Client wish to consult or amend the Data, it must apply to the Supplier in writing by registered letter to the latter’s relevant department. The Supplier will in no way divulge the Data to third parties not connected to it.
13.3 Working days are deemed to be: Monday to Friday inclusive, except where such days are legal holidays in the country of the Supplier.
13.4 Only the General Terms & Conditions in the following language versions shall be authentic: Dutch, and English. If the Supplier makes available other language versions of the General Conditions, these shall be purely for information purposes and the parties may not derive any rights from them.
Art. 14 Transfer
14.1 The Supplier may transfer the Agreement or part thereof to any person, company or business.
14.2 The Client is not entitled to transfer the Agreement or part thereof to a third party without the prior written consent of the Supplier.
Art. 15 Applicable law
15.1 Where not otherwise explicitly stipulated in the Agreement between the parties, they shall be governed by Belgian law. The application of the Vienna Sales Convention is explicitly excluded.
Art. 16 Competence
16.1 The materially competent Court located closest to the registered addresss of the Supplier shall hold sole competence to rule in any disputes.
16.2 Art. 16.1 is to be interpreted to the benefit of the Supplier, in such a way that the Supplier shall have the right, at its discretion, to depart from the exclusive competence as laid out in Art. 16.1, and as appropriate to bring proceedings in any other competent court of law.