General Terms and Conditions - Belgium & Grand Duchy of Luxembourg

Article 1 – Applicability

1. These terms and conditions apply exclusively to all orders, repairs, agreements, and deliveries made by Better Kitchen Equipment Belux B.V.
2. Deviations can only be agreed upon in writing and mutually.
3. The terms and conditions of Better Kitchen Equipment Belux B.V. always take precedence over any terms of the contracting party.
4. By accepting an offer, placing an order, or giving an assignment, the buyer expressly and irrevocably accepts these terms and conditions without reservation.

Article 1 bis – Deviations

1. If deviations from these terms are agreed upon in writing after mutual consultation, the other provisions remain in effect.
2. Commitments made by representatives, agents, or other staff are only binding if they have been confirmed in writing by Better Kitchen Equipment Belux B.V.

Article 2 – Offers and Confirmation

1. All offers from Better Kitchen Equipment Belux B.V. are non-binding.
2. Obligations arise only after an order has been confirmed in writing and a deposit in cash has been received.

Article 3 – Price Changes

1. Changes in taxes, import duties, exchange rates, insurance, and other price elements that occur after the conclusion of the agreement but before delivery, will be to the benefit or detriment of the buyer.

Article 3 bis – Price Adjustments

1. The buyer accepts that Better Kitchen Equipment Belux B.V. may increase the agreed price if the costs of materials, transport, wages or social charges have risen since the date of the agreement.
2. Such a price increase will be communicated in writing and with justification and is binding for the buyer.

Article 4 – Delivery Times

1. Specified delivery times are indicative.
2. Better Kitchen Equipment Belux B.V. cannot be held liable for any adverse consequences of possible delays.

1. All goods are considered delivered at the warehouses of Better Kitchen Equipment Belux B.V.
2. The buyer is responsible for transport and the associated costs.
3. Acceptance of the goods occurs before loading in the warehouses. From the moment of loading, the risk passes to the buyer.

1. If delivery is refused by the recipient or not collected, the storage and maintenance costs are entirely the responsibility of the buyer.

1. In the event of unilateral termination of the contract by the buyer, either due to default or late payment, the buyer owes a flat-rate compensation of 1/3 of the sale price, plus all costs and charges.

1. In the case of collection through judicial or extrajudicial means, the claim is increased by a flat rate of 10% of the sale price (minimum €125).
2. All additional costs are the responsibility of the buyer.

1. The flat-rate fee covers the additional administrative costs of debtor monitoring and fund availability.
2. This fee remains due, even if only the principal amount is paid later.

1. Late payment gives Better Kitchen Equipment Belux B.V. the right to suspend further deliveries without notice.

1. Payment must be made in cash on the invoice date.
2. In the event of default, 1% interest per month will be charged automatically and without notice from the invoice date.

1. Complaints must be submitted in writing, substantiated, and registered within eight days of delivery.

1. Any agreed warranty will lapse if the maintenance instructions are not followed, in case of improper use, or if repairs/modifications are made by third parties without the written consent of Better Kitchen Equipment Belux B.V.

1. If factory or own warranty certificates are issued, these will be decisive.
2. Warranty will lapse if third parties carry out work on the delivered goods without permission.

1. Better Kitchen Equipment Belux B.V. is not liable for damage caused by delays or non-fulfilment of orders due to causes beyond its control.
2. It is also not liable for the non-performance of suppliers.

1. The proper functioning of delivered products is guaranteed in accordance with price lists, circulars, and contracts.
2. Better Kitchen Equipment Belux B.V. is never liable for business, production, or any consequential damage to the buyer, individuals, or property.

1. For visible defects, any warranty expires from the acceptance in the warehouses.
2. For hidden defects, recourse can only be made to replacement with equivalent goods, provided a reasoned and registered complaint is made within eight days of delivery.
3. Only transport costs and working hours are at the buyer's expense.

1. Delivered goods remain the property of Better Kitchen Equipment Belux B.V. until full payment of the principal sum, costs, and interest.
2. The buyer bears all risk of loss or damage from the time of delivery.
3. Without permission, the buyer may not resell or transfer goods before full payment.
4. In the event of default, Better Kitchen Equipment Belux B.V. reserves the right to reclaim the goods, wherever they may be.

1. The buyer only becomes the owner after full payment.
2. In the event of bankruptcy or cessation of activities, Better Kitchen Equipment Belux B.V. reserves the right to immediate reclamation.

1. In case of dispute, only the courts of Antwerp are competent.
2. Belgian law is applicable.

1. In the case of amicable or judicial expertise regarding defects, the investigation must take place in the warehouses of Better Kitchen Equipment Belux B.V., located at Fotografielaan 12, 2610 Antwerp-Wilrijk.

General terms and conditions - Netherlands

Article 1 – Applicability 

1. These General Terms and Conditions apply to all offers and agreements and the resulting obligations regarding the delivery of products and services by the private limited company Better Kitchen Equipment B.V. (Chamber of Commerce: 97936960, VAT: NL868295413B01) based and having its office in Amsterdam, hereinafter referred to as BKE. 
2. In the event that specific provisions in or accompanying the Agreement conflict with these General Terms and Conditions, the provisions in or accompanying the Agreement shall prevail. 
3. If one or more provisions of these General Terms and Conditions are null and void or voidable, this shall not affect the validity of the remaining provisions. In the event of nullity of one or more provisions of these terms, the parties shall be bound by rules of as much as possible corresponding nature, which are not subject to nullity.
4. Deviations from these General Terms and Conditions are only valid if and to the extent expressly agreed in writing. 
5. General (purchase) terms and conditions of the Client are expressly rejected and do not apply to the Agreement.

Article 2 – Definitions 

The following terms indicated with a capital letter shall be understood as follows:

• General Terms and Conditions: these general terms and conditions;
• Services: all services established on the basis of an agreement between BKE and the Client, including the installation of the Goods;
• Documentation: technical and functional descriptions and user manuals in any form;
• Intellectual Property: patent, copyright, trademark, design and model rights and/or other (intellectual property) rights as well as - whether or not patentable - technical and/or commercial know-how, methods and concepts;
• Client: the contractor with whom BKE enters into an Agreement;
• Agreement: an agreement (with appendices) concluded between BKE and the Client;
• Confidential Information: any information provided orally or in writing by one of the parties that is clearly designated as confidential, as well as any information that the relevant party indicates should be treated as confidential. Confidential information shall include, in any case: personal data, address details, customer/supplier files, know-how and (business) information shared or made known to a party during the conclusion and execution of the Agreement and the content of the Agreement and the General Terms and Conditions;
• Goods: the goods to be delivered to the Client by or on behalf of BKE under an Agreement.

Article 3 – Offers and conclusion of agreements 

1. All offers made by BKE are valid for fifteen (15) days and entirely non-binding. An Agreement is only concluded after BKE has confirmed this, or if work has commenced on the execution of the Agreement. 
2. Agreements can only bind the parties if they are recorded in writing and confirmed by BKE. 
3. The Client agrees to the conclusion of the Agreement with the use of communication via electronic means (including email).

Article 4 – Prices / Retention of Title 

1. Unless otherwise agreed, the prices offered by BKE and/or agreed between the parties are always in euros, exclusive of (sales) tax and delivery 'ex works'. 
2. BKE is entitled to adjust its rates. The Client accepts this price change if it is the direct result of a change in external factors. A change in the applicable rate that is disadvantageous to the Client will be announced in writing at least one week prior to the change taking effect. 
3. All Goods supplied by BKE, including any usage rights, remain the property of BKE until the Client has paid all amounts owed to BKE – including interest and costs – (and has been received by BKE in the agreed bank account). 
4. In the event that the Goods supplied by BKE (also) concern a usage right, the Client, in accordance with article 4.3, will only become the owner of the physical medium (the CD-ROM / (USB) stick). The usage right is only valid for the duration of the Agreement. 
5. Payments must be made within the period specified on the invoice to the account number mentioned on the invoice. 
6. The Client is not permitted to offset, suspend or otherwise withhold (payment) obligations. 
7. If BKE is unable to deliver Goods and/or Services in accordance with the Agreement due to circumstances not attributable to BKE, including force majeure, the Client's payment obligations will remain in effect. 
8. If the Client has not paid the relevant invoice after the expiry of the period set by BKE, the Client is automatically in default by operation of law. In that case, the Client is obliged to pay the statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code on the unpaid invoice amount from the day of default until the day of full payment. 
9. In the event of default, the Client owes BKE extrajudicial collection costs, which amount to 10% of the invoice value with a minimum of €500.

Article 5 – Delivery and transport / Delivery of Services 

1. Agreed delivery times are merely target dates and never fatal. Delivery times (and thus also BKE's obligation to deliver) do not commence until the Client has provided all information and items necessary for the execution of the Agreement to BKE and the invoice related to the delivery has been fully paid by the Client. 
2. For default by BKE, a written notice of default is always required, granting BKE a reasonable period to comply, which shall be at least fourteen (14) days. 
3. BKE delivers the Goods to the Client by making them available at BKE's business premises and/or those of a third party designated by BKE to the Client and/or the carrier responsible for transporting the Goods to the Client. The risk of the Goods transfers to the Client at the moment of delivery. The Client is responsible for all risks associated with transporting to the desired destination. 
4. The shipment of Goods always takes place, even if delivery at the expense of BKE has been agreed, at the expense and risk of the Client, even when the carrier demands that the bills of lading, transport addresses, etc. include the clause that all transport damages are at the expense and risk of BKE. 
5. If delivery is not possible due to a cause within the sphere of the Client, then BKE is entitled to charge the costs of storage/custody to the Client. 
6. BKE is entitled to engage third parties in the execution of the Agreement. BKE is not liable for any damage to the Client resulting from the engagement of these third parties.

Article 6 – Complaints

1. The Client is obliged to check the Goods and/or Services immediately upon delivery. Visible defects – including any deviations from the Agreement – must be reported in writing to BKE within 48 hours after (de)delivery, failing which the Client cannot invoke this defect. 
2. Other defects must be reported in writing to BKE within 48 hours after they have been established or could reasonably have been established, failing which the Client cannot invoke this defect. 
3. Complaints regarding invoices from BKE must be reported in writing to BKE within five (5) working days after the invoice date, failing which the invoice will be deemed approved by the Client.

Article 7 – Obligations of the Client 

1. The Client must act as a good custodian for Goods that belong to BKE and bear the costs associated with that care. When using the rights of use provided by BKE, the Client is responsible for the use. Any unauthorised use, violation of legislation, and any other use outside the scope of the Services / rights of use granted by BKE is at the Client's expense and risk. 
2. The Client is obliged to handle Goods and/or Services provided by BKE, including the rights of use taken, in accordance with the provided manual/instructions and within the limits of normal use, failing which BKE is not liable for the proper functioning of the delivered. 
3. The Client is prohibited from moving Goods provided by BKE, of which ownership still rests with BKE, and/or making any adjustments to them. The Client is also not permitted to transfer these Goods and obligations under the Agreement and/or encumber them with any (restrictive) rights. This aims to establish property law effects as intended by Article 3:83 paragraph 2 of the Dutch Civil Code. 
4. The Client is prohibited from making Goods and Services available to third parties.

Article 8 – Liability / indemnity 

1. BKE is committed to fulfilling the obligations under the Agreement. If BKE fails to meet any obligation owed to the Client and is in default, the liability that leads to compensation for damages on the part of BKE is limited to an amount of € 1,000. 
2. The liability of BKE is at all times limited to direct damage suffered by the Client. Any other form of damage is excluded from liability, including but not limited to consequential damage, loss of profit, loss of business opportunities, costs of limitation and prevention, and determination of damage. The Client is obliged to insure this damage against BKE. 
3. The Client unconditionally indemnifies BKE against all claims from third parties of any kind related to or arising from the use of Goods and Services.

Article 9 – Warranty 

1. BKE guarantees the quality and suitability of the Goods and Services. The warranty obligation only extends to defects that were not reasonably detectable at the time of delivery. The warranty period for Services is 6 (six) months, starting after the completion of the Services. For Goods, warranty is only provided if and as long as BKE can still claim a warranty given by its supplier, whereby the conditions and terms of the supplier also apply between BKE and the Client. BKE is only obliged to fulfil the warranty to the Client if and as soon as the supplier has fulfilled its warranty obligations to BKE. 
2. Warranty is only granted provided the Client has fulfilled all its obligations under the Agreement. 
3. BKE will, at its own discretion and at its own expense, repair and/or replace defects in the event of a legitimate claim for warranty. 
4. The Client is obliged to pay the sale value of a replacement part to BKE before the part is sent. This payment will be credited by BKE after receipt of the defective part and after BKE has been able to establish that there is a legitimate claim under the warranty. 

5. No claim under the warranty can be made in the case of:

   1. careless or unskilled use by the Client;
   2. failure to follow Documentation;
   3. defects arising from normal wear and tear and from accidents or misfortunes;
   4. the applicability of any government regulation regarding the nature or quality of the applied goods or methods;
   5. goods, methods, and constructions, insofar as applied on the instruction of or on behalf of the Client, as well as goods supplied by or on behalf of the Client. 
6. The warranty will be void if changes are made to the Goods or Services or work is carried out on them without the written consent of BKE. 
7. The warranty extends to repair or replacement and no more than that. The Client must enable BKE to fulfil the warranty obligation, failing which the warranty will be void.

Article 10 – Intellectual Property 

1. Unless otherwise agreed in writing, the Intellectual Property regarding any Documentation and/or Goods provided by BKE will remain with BKE, respectively its supplier.

Article 11 – Confidentiality 

1. Notwithstanding the powers granted to the Relationship in the Agreement and General Terms and Conditions, both parties and their subordinates shall keep Confidential Information secret, regardless of whether it has been communicated in writing or orally. Even after the termination of the Agreement, this obligation shall remain in effect indefinitely.

Article 12 – Force Majeure 

1. If BKE is unable to fulfil the Agreement (temporarily) for a reason beyond its control, including but not limited to force majeure, BKE shall not be in default and is entitled to suspend its obligations. 
2. If the fulfilment of obligations by BKE becomes permanently impossible, BKE has the right to terminate the Agreement. The Relationship may terminate the Agreement in such a situation if thirty (30) days have passed. 
3. In none of the cases mentioned in this article shall BKE be obliged to compensate for damages suffered by the Relationship.

Article 13 – Privacy and Personal Data 

1. BKE and the Relationship operate in accordance with relevant privacy legislation, including the General Data Protection Regulation (GDPR), and only collect and process personal data where they have a legal basis for processing. 
2. The manner in which BKE handles personal data is set out in its privacy statement. 
3. When BKE and the Relationship are at any time to be regarded as the controller and processor as referred to in the GDPR, they undertake to enter into a processing agreement in accordance with the obligations under the GDPR. 

4. The Relationship warrants to BKE that the processing of personal data is lawful and ensures that no infringement is made on the rights of third parties. The Relationship indemnifies BKE against:

   1. any legal claim from third parties, for whatever reason, if that claim relates to the processing of personal data by the Client;
   2. any fines imposed on the Client by the Data Protection Authority or other competent supervisory authorities.

Article 14 – Dispute Resolution 

1. Dutch law shall exclusively apply to the Agreement and the obligations governed by it. The applicability of the Vienna Sales Convention is excluded. 
2. Disputes between the parties shall be exclusively submitted to a judge of the Amsterdam District Court.