General terms and conditions

Without prejudice to the application of any special terms and conditions set out in a separate written agreement, these general terms and conditions apply to all agreements entered into by Backforce BV, with its registered office at Kunstdal 21, 9900 Eeklo, with VAT number BE 1007.184.157, registered in the Register of Legal Entities in Ghent (Ghent Division) under number 1007.184.157 (hereinafter “Backforce BV”) and its contracting party, the purchaser.

Article 1: General Provisions:

1.a. The general terms and conditions and, where applicable, the special terms and conditions of Backforce BV apply to all its quotations, offers and order confirmations, as well as to all contracts entered into by Backforce BV, to the exclusion of the general and special terms and conditions of the other contracting parties.
1.b. By performing the contract between Backforce BV and the purchaser (such as by signing a quotation, making a payment or any other act), every purchaser expressly acknowledges that they have taken note of the general and, where applicable, special terms and conditions of BV Backforce and accepts them, unless the purchaser demonstrates that they were unable to actually take note of these terms and conditions prior to the conclusion of the contract.
1.c. Only the directors of Backforce BV are authorised to bind the company. Orders placed by the representatives and/or commercial agents of Backforce BV shall only be binding on the company once they have been confirmed in writing. This is not subject to any time limit or formality.

Article 2: Quotations and orders:

2.a. For a quotation to be regarded as an order, it is sufficient to accept the quotation within 30 days.
2.b. Any changes to an order or any other complaint relating to the order must always be notified to Backforce BV in writing.
2.c. It is no longer possible to cancel an order form from the date the order is placed. After this date, any refusal by the buyer to accept or fulfil the order, for whatever reason, including force majeure, and after the buyer has been given written notice to accept or fulfilment, shall automatically give rise to compensation which the parties agree, by mutual agreement and on a lump-sum basis, to be set at the full purchase price as stated in the order form.
2.d. BV Backforce reserves the right to unilaterally amend the contractual terms during the term of the contract by decision of either party, on the basis of a sufficiently objective criterion such as, for example – without this being an exhaustive list – changes in legislation or regulations, or increases in raw material prices.

Article 3: Delivery times and deliveries:

3.a. Delivery times are given as estimates and are not binding on Backforce BV. Even in the event of a binding delivery time, BV Backforce reserves the right to postpone or suspend delivery in the event of unforeseen circumstances beyond its control, which result in BV Backforce being temporarily unable to fulfil its contractual obligations in full or on time. As soon as delivery is possible again, Backforce BV will, in consultation with the buyer, reasonably determine the new delivery times, without being liable to pay the buyer any compensation for the delay or for any other reason whatsoever.
3.b. The stated and estimated delivery time is not binding and is given for guidance only. The delivery period commences on the day on which Backforce BV receives final confirmation regarding all aspects of the order. Any change to an order currently being processed, made at the buyer’s request, shall render the agreed delivery period null and void to the detriment of Backforce BV.
3.c. All deliveries are deemed to take place at the warehouses of Backforce BV. The buyer bears the risk of loss or damage as soon as the goods have left the warehouses of Backforce BV, even if transport is arranged by Backforce BV. Any taxes, import duties and other charges applicable from the time of delivery shall be borne by the buyer.
3.d. Acceptance of the goods shall also take place at the warehouses of Backforce BV. Unless otherwise agreed, acceptance shall take place upon unloading of the goods at the location specified by the buyer, subject to the provisions of Article 3.c.
Article 3a: warranty and (limitation of) liability
3.e. The buyer has 48 hours to refuse delivery on the grounds of visible defects. The refusal must be made in writing and must specify the reason for the refusal and the goods to which it relates. Once this period has expired, any refusal shall be inadmissible and the buyer shall be deemed to have accepted the goods. Complaints will only be investigated provided that the goods sold have not yet been put into use by the buyer. Such complaints do not suspend the buyer’s obligation to pay.
3.f. A warranty is provided against all hidden defects that become apparent within 10 years of the delivery of the goods or within any other period prescribed by mandatory legislation. This warranty shall lapse on the part of BV Backforce if the purchaser or a third party has handled or maintained the delivered goods in an unprofessional manner or has stored them incorrectly. In the case of defects in the surface treatment of the aluminium to which the warranty obligation relates, this warranty may only be invoked to the extent that the party invoking it provides evidence that the applicable maintenance guidelines, as set out on the Backforce BV website, were strictly adhered to. The burden of proof in this regard rests with the purchaser or the third party bound by this obligation. Furthermore, this warranty is granted on condition that the purchaser reports any hidden defect that becomes visible or apparent within two (2) months to Backforce BV in writing. Failure to do so will result in the buyer being unable to invoke the warranty obligation.
3.g. Without prejudice to the application of any mandatory statutory provisions, BV Backforce shall not be liable for any compensation whatsoever arising directly from the goods sold, except in the event of gross negligence or wilful misconduct. This exclusion of liability also applies in the event of damage caused by errors or shortcomings on the part of appointed or independent agents attributable to BV Backforce. BV Backforce’s total contractual and non-contractual liability is, in any event, limited, per agreement, to a maximum amount equal to the sums due for the relevant order. Under no circumstances may BV Backforce be held liable for any indirect damage such as, but not limited to, loss of income, loss of contracts, loss of opportunity, capital costs, reduced returns or any other losses or consequential damage, whether to the client or to third parties.

Article 4: Payment:

4.a. Unless otherwise agreed in writing, invoices are payable within 30 days of the invoice date. However, every new customer is obliged to pay for their first order in cash and prior to delivery, unless expressly agreed otherwise. Any complaint regarding an invoice must be received in writing by BV Backforce within eight (8) calendar days of receipt of the invoice, failing which the complaint will be deemed inadmissible. Once this period has elapsed, the invoice shall be deemed to have been accepted by the customer.
4.b. BV Backforce is always entitled to issue advance invoices. In the event of failure to pay these advance invoices on time, BV Backforce reserves the right to suspend further work until all advance invoices have been paid in full. Any late payment penalties, liquidated damages, default interest and similar charges cannot, as a result, be charged to BV Backforce.
4.c. In the event of non-payment of the invoice by its due date, the buyer shall, by operation of law and without any notice of default being required, be liable to pay interest calculated at ) the statutory interest rate provided for in the Act of 2 August 2002 on combating late payment in commercial transactions. Furthermore, in addition to the interest referred to above, and by way of a contractual penalty clause, and as compensation for the loss suffered by Backforce BV, the buyer shall, by operation of law and without any prior notice of default being required, be liable for compensation which the parties have agreed to set at 10% of the invoice amount, with a minimum of 50.00 euros, without prejudice to Backforce BV’s right to prove and claim from the customer any higher damages actually suffered. This fixed-sum compensation clause is payable in addition to the aforementioned default interest and the recoverable legal and procedural costs, including the litigation allowance.
In the event of non-payment of the invoice by its due date, all sums which the buyer still owes or has owed for any reason whatsoever shall become immediately payable, notwithstanding any payment facilities that may have been granted.
4.d. If you pay in cash, you will receive an 1% discount on the total purchase price, excluding VAT. This discount is deducted immediately and applies only to cash payments.
4.e. Under no circumstances shall the purchaser be entitled to set off the amounts invoiced by Backforce BV against any claims, of whatever nature, origin or amount, that he or she may have against Backforce BV.
4.f. Any failure to pay an invoice by its due date shall, by operation of law, suspend Backforce BV’s obligation to supply, until such time as all outstanding invoices have been settled in full, without this affecting the purchaser’s obligation to take delivery of / carry out the order.
4.g. Insofar as Backforce BV were to accept bills of exchange, promissory notes or other negotiable instruments in payment – to which the former can never be bound – this shall not give rise to novation.
4.h. Invoices shall be validly sent by BV Backforce to the email address or billing address provided by the customer to BV Backforce. Invoices shall be delivered to the customer either in paper form or electronically, at the discretion of BV Backforce. In the case of an invoice sent electronically, this invoice shall constitute the sole original copy of the invoice and shall have the legal significance and effect of an invoice. Upon simple request by the customer, BV Backforce shall revert to delivering invoices on paper.
Any payment facilities granted shall lapse in the event of bankruptcy or a situation where the customer’s creditors are collectively pursuing claims against them for a period exceeding 30 calendar days.
If, at the customer’s request, the invoice is issued in the name of a third party, the customer, as a party to the contract, remains liable for payment and is jointly and severally liable for the debt.

Article 5: Security:

Backforce BV is at all times entitled to require the buyer to provide security in the form of a bank guarantee payable on first demand, to ensure the fulfilment of any obligation arising from the agreement and/or the commercial relationship between Backforce BV and the buyer.

Article 6: Retention of title:

The goods remain the full property of Backforce BV until they have been paid for in full. In the event of a delay in payment or refusal to accept the goods, Backforce BV reserves the right to reclaim the delivered goods without judicial intervention, wherever they may be located, even if they are in the possession of a third party.

Article 7: Termination:

If the buyer fails to fulfil any obligation incumbent upon them, whether set out in these terms and conditions or otherwise provided for in the agreement between the parties; if the buyer is declared bankrupt or finds itself in a situation of collective action by the customer’s creditors lasting longer than 30 calendar days, or if the buyer winds up its business or ceases its normal activities in any other way, or if there are sufficient grounds to believe that the buyer is insolvent, Backforce BV shall be entitled to regard the agreement as terminated by operation of law, at the buyer’s expense. The buyer shall be notified of this by registered letter, or even by ordinary letter, or by any other means. In the event of termination at the buyer’s expense, the buyer shall be obliged to pay the costs incurred by Backforce BV in the meantime, both in respect of working hours and materials, plus a lump-sum compensation of 20% of the purchase price, by way of compensation for loss of profit.

Article 8: Disputes:

Any disputes arising from the performance of the agreement concluded between the parties shall be settled in accordance with Belgian law. The courts of the district of Ghent shall have exclusive jurisdiction to hear such disputes, without prejudice to the application of mandatory European legislation.

Article 9: Nullity

The invalidity of any one of these provisions, or the deeming of any one of these provisions to be void, shall be limited to that provision, without affecting the validity and enforceability of the remaining provisions of these general terms and conditions. In such a case, the parties shall negotiate in good faith to replace that provision with a provision that, as far as is legally possible, is consistent with it and achieves the same result. In the absence of agreement, at the request of the party with the greatest interest, the replacement provision shall be determined in the same manner as a dispute is to be settled.