1. These terms and conditions contain key clauses agreed between the parties and form an integral part of all offers and quotations issued by BOMEDYS NV, with its registered office at Begoniastraat 1B, 9810 Nazareth, registered in the Crossroads Bank for Enterprises under number 0451.502.930 (referred to hereafter as 'BOMEDYS'). These terms and conditions apply to all contracts concluded between BOMEDYS and its customer (referred to hereafter as the 'Customer') and to all invoices issued by BOMEDYS, unless expressly agreed otherwise in writing, regardless of whether the Customer's residence or registered office is located in Belgium or abroad and regardless of whether the contract is to be executed in Belgium or abroad. These terms and conditions take precedence over any of the Customer's terms and conditions, even if they stipulate the opposite.

Subject to proof to the contrary, the Customer shall be deemed to have taken note of and accepted these terms and conditions by placing his/her order.

The non-application by BOMEDYS of one or more provisions of these general terms and conditions can in no way be considered a waiver of these general terms and conditions.

 2. All proposals, brochures, catalogues, information and technical data sheets are provided for information purposes only and do not bind BOMEDYS in any way whatsoever. Unless otherwise agreed in writing, quotations or offers are valid for thirty (30) days and prices are exclusive of delivery, transport and insurance costs, VAT, import and export duties, other taxes, charges and levies. Quotations or offers are only binding after written confirmation of the order by BOMEDYS. BOMEDYS reserves the right, subject to simple notification, to increase its prices if certain costs affecting the agreed price increase, such as increases in basic products or raw materials, material, wage, freight or other third-party costs, increases in customs and excise duties on the goods to be delivered, changes in the currency, etc., even if this occurs as a result of foreseeable circumstances.

3. The agreed delivery times are always indicative. If they are exceeded, the Customer cannot claim compensation or dissolve the contract and this cannot give rise to any liability whatsoever on the part of BOMEDYS.

4. Invoices are payable in cash at BOMEDYS' registered office, in euro, net and without any discount, unless explicitly stated otherwise.

All collection costs and those arising from disputes, whether of accepted bills of exchange or non-accepted bills of exchange, or bank and discount charges, shall be borne by the Customer.

Invoices will be considered accepted in the absence of any dispute by registered letter within eight (8) days of their dispatch. Disputing an invoice does not suspend the obligation to pay it.

Any invoice not paid on the due date shall by operation of law, without prior judicial intervention and without prior notice of default, be subject to interest at the rate of 12% per annum. Moreover, if an overdue invoice remains wholly or partially unpaid on the due date and without justifiable reason, a lump-sum compensation equal to 10% of the outstanding amount with a minimum of 75.00 euro and a maximum of 750.00 euro shall be payable by law, without prior judicial intervention and without prior notice of default, even in the event periods of grace are granted and irrespective of BOMEDYS' right to claim higher compensation, provided that proof of higher damage actually suffered is provided.

In the event of non-payment of one invoice, (i) all other unpaid invoices become due immediately and payable in full by operation of law and without prior notice of default, regardless of whether these invoices are already due or not, and (ii) BOMEDYS has the right, without prior notice of default and without being liable for compensation, to suspend the Customer's other orders until the invoice is paid in full.

Regardless of the agreed terms of payment and as soon as BOMEDYS' confidence in the Customer's creditworthiness is undermined, BOMEDYS reserves the right, even if the goods have already been dispatched in whole or in part, to suspend further execution in whole or in part and to demand suitable guarantees from the Customer. If the Customer refuses to provide them, BOMEDYS reserves the right, without the Customer being entitled to any compensation whatsoever, to dissolve all or part of the contract ipso jure, without prejudice to BOMEDYS' right to compensation for the damage it has suffered, which is estimated at a flat rate of 60% of the invoiced sales price of the goods in question, but without prejudice to BOMEDYS' right to higher compensation if the damage actually suffered is higher.

Set-off by the Customer is expressly excluded.

5. The delivered goods remain the property of BOMEDYS until payment is received in full, including any interest and costs, unless BOMEDYS decides to waive this retention of title. Nevertheless, the risks of force majeure, loss, destruction or theft of the goods shall be borne entirely by the Customer from the moment the goods are delivered or the Customer fails to take delivery of the goods.

Retention of title also extends to all debt-related claims that take the place of the goods subject to retention of title.

The Customer bears a duty of care with regard to the goods delivered under retention of title and shall ensure they remain in perfect condition, and store them in a suitable place in accordance with the usual standards. Until the Customer has fulfilled all its obligations, the Customer shall not sell or otherwise dispose of, process or alter the goods or encumber them with any security right. The Customer shall inform BOMEDYS of any seizure of the goods delivered under retention of title.

6. Unless otherwise agreed in writing, delivery of goods takes place Ex Works (Incoterms 2020) and at the expense and risk of the Customer, with BOMEDYS reserving the right to determine the method of transport, shipping and packaging. BOMEDYS reserves the right to deliver the order in parts, in which case BOMEDYS is entitled to invoice each part separately.

Cancellation of the order prior to delivery is only possible with the prior written consent of BOMEDYS, in which case the Customer owes BOMEDYS flat-rate compensation amounting to 30% of the agreed selling price of the goods, unless the goods are printed or labelled for the Customer, in which case flat-rate compensation is owed amounting to the full agreed selling price of the goods, without prejudice to BOMEDYS' right to higher compensation provided that proof of higher damage actually suffered is provided.

 7. The conformity of the delivery and visible defects must be checked by the Customer immediately upon delivery in the presence of the courier, of which, if applicable, a written reservation must be stipulated on the waybill.

Any delivery shortfall or visible defect must also be communicated to BOMEDYS by registered letter at the latest within two (2) working days following delivery, with an accurate and specific description of the defect, under penalty of inadmissibility.

Complaints due to hidden defects must be reported to BOMEDYS by registered letter with an accurate and specific description of the defect, under penalty of inadmissibility, at the latest within eight (8) days after discovery of the defect and at the latest two (2) months after delivery.

Late complaints are inadmissible. The commissioning, handling, processing or disposal of the goods sold constitutes their acceptance. The Customer is liable if the instructions for use or instructions from BOMEDYS and/or its suppliers were not followed or the goods were not handled judiciously.

In the event of an admissible and well-founded complaint regarding defects in the goods delivered, BOMEDYS' liability is limited to replacement or repair of the goods or reimbursement of the price paid by the Customer for the goods in question, at the discretion of BOMEDYS, without BOMEDYS being liable for any other compensation whatsoever.

Complaints due to defects do not suspend the Customer's obligation to pay for the goods.

Defective goods can only be returned with the express written consent of BOMEDYS and in accordance with BOMEDYS' instructions.

Any warranty provided by BOMEDYS with regard to delivered goods is limited to and never extends beyond the warranty received by BOMEDYS itself from its suppliers. The warranty claim only applies after full payment of the invoice by the Customer.

 

8. BOMEDYS shall only be liable for non-compliance with its contractual obligations if and insofar as such damage is caused by fraud, deceit, gross or wilful misconduct on its part. BOMEDYS' liability is always limited to the amount invoiced. If the damage is covered by insurance, BOMEDYS' liability is limited to the amount paid out by its insurer. BOMEDYS shall never be liable for indirect damage, including, but not limited to, consequential damage, loss of profit, lost savings, production limitations or production stoppages, administration or personnel costs, higher general costs, loss of clientele, loss of data, damage to the Customer's goods, third-party claims or damage to third parties. The Customer indemnifies BOMEDYS against all third-party claims for product liability as a result of a defect in a good supplied by the Customer to a third party that was (partly) made with goods supplied by BOMEDYS.

The Customer is solely liable for use of the goods. The Customer expressly accepts that BOMEDYS cannot be held liable and that the Customer does not have the right to claim dissolution of the contract or compensation in the event of (i) inaccuracies in the data provided by or on behalf of the Customer, (ii) damage as a result of a breach by the manufacturer or supplier of BOMEDYS of the applicable regulations or (iii) damage as a result of use of the goods other than in the manner agreed or prescribed by BOMEDYS and/or its suppliers.

 9. BOMEDYS shall not be liable if the non-performance of its commitments, in whole or in part, temporarily or otherwise, is due to force majeure, even if this circumstance was foreseeable, including, but not limited to, war, riots, terrorism, general or partial strikes or lock-outs, operational accidents, extreme weather conditions, fire, pandemics, infectious diseases, bankruptcy of suppliers or the latter's failure to meet their obligations, the failure of electricity, Internet, computer network or telecommunication facilities, government measures, general transport problems. In the event of force majeure, BOMEDYS shall, at its discretion, at any time, with immediate effect, by operation of law, without prior judicial intervention or notice of default and without payment of any compensation whatsoever, have the right to suspend the execution of or terminate the contract with the Customer.

 10. Any claim by the Customer against BOMEDYS shall lapse by operation of law if the claim has not been brought before the competent court within a period of six (6) months after the date on which the Customer became aware, or should have become aware, of the facts on which the claim is based, without being later than twelve (12) months after delivery.

 11. All contracts between the Customer and BOMEDYS form part of one overarching contractual relationship. If the Customer fails to fulfil his/her obligations under one contract, BOMEDYS may suspend further execution of both the relevant and any other ongoing contracts.

BOMEDYS is also entitled to terminate all contracts with the Customer with immediate effect, by operation of law, without prior notice of default and without payment of any compensation whatsoever in the following cases:

(i) The Customer defaults on the (timely) performance of one or more obligations arising from a contract;

(ii) Upon cessation of payments or (application for) bankruptcy or any reorganisation by the Customer;

(iii) Upon liquidation or cessation of the Customer's business activities;

(iv) In the event of seizure of all or part of the Customer's assets.

Upon dissolution, all BOMEDYS' claims against the Customer become immediately and legally due and the Customer owes BOMEDYS lump-sum compensation equal to 60% of the price stipulated in the contract, without prejudice to BOMEDYS' right to higher compensation provided that proof of higher damage actually suffered is provided. Amounts already invoiced by BOMEDYS prior to the dissolution remain due in full.

12. These general terms and conditions and the contracts to which they apply are governed by Belgian law, to the exclusion of the Convention of 11 April 1980, on the Law on the International Sale of Goods. In the event of a dispute, the courts of BOMEDYS' registered office shall have sole jurisdiction.

13. The nullity or unenforceability of one or more (parts of) provisions of these general terms and conditions does not affect the validity and enforceability of the remaining provisions. Where appropriate, BOMEDYS and the Customer confirm that the court has the power to moderate the provision in question to the maximum permitted within the applicable legal limits.

 14. If BOMEDYS processes personal data, this is done in accordance with the privacy statement, a copy of which the Customer can receive upon simple written request and in accordance with the General Data Protection Regulation and other applicable regulations.

15. In the event of any ambiguity regarding the interpretation of these terms and conditions, the Dutch text shall always prevail.