Terms and conditions of sale
Version applicable from November1, 2023
Article 1. Definitions
Terms beginning with an uppercase letter have the following meaning:
Article 2. Scope of application
These terms and conditions, hereinafter "Terms and Conditions" define the mutual rights and obligations in case of order or purchase of Products or Services made (i) on the Site or (ii) offered by any other means of distance selling or, (iii) offered for sale and offered by Bedimo in its showroom located at 7140 Morlanwelz, rue Sainte-Henriette No. 1, or any other place.
Together with Bedimo's quotation or offer, they form the Agreement and contain the entire agreement of the Parties concerning the order of Product or Service by the Customer to Bedimo.
Orders can only be placed after the Customer has read and accepted, without reservation, the General Terms and Conditions attached to the offer/order form.
By paying a deposit and/or the full invoice or by submitting/signing an order form and/or validating an order in person or by e-mail, the Customer acknowledges having read and accepted these General Terms and Conditions without reservation.
The General Conditions can be consulted at any time on the Site and downloaded on a durable medium, i.e. in PDF or HTML version.
Consequently, these General Conditions apply ipso jure to all orders, offers or Agreements concluded between the Customer and Bedimo. These General Conditions exclude, in the absence of Bedimo's express written acceptance, all general and special conditions of purchase of the Customer. No deviation from these Terms and Conditions will be accepted without written confirmation by a legal representative of Bedimo.
Article 3. Information and offers
a. Information
The Products and Services are described and presented as accurately as possible on the Site and in the catalogs offered by Bedimo. The presentation of Products on the Site or in catalogs does not bind Bedimo and does not constitute an offer in the legal sense (civil law) of the term. Products and Services are offered subject to availability.
Photographs are for illustrative purposes only and are not binding on Bedimo. Information presented in catalogs, on the Site or in price lists is not binding and may be modified without prior notice. Samples are provided by way of example. The material is delivered subject to the usual dimensional tolerances.
b. Special provisions relating to offers and orders
Quotations/order forms/offers made by Bedimo are valid for 30 calendar days, unless otherwise agreed. The number of units, weights, materials, colors, surfaces etc. indicated in the quotations for the realization of an Agreement must be verified by the Customer.
The customer undertakes to notify us of any inaccuracies on receipt of the quotation. Quotations and offers are strictly limited to the elements specified.
In the event of unilateral cancellation of an order by the customer, Bedimo reserves the right to demand compensation in accordance with Article 6.g) of the Terms and Conditions.
If supplies exceed the quantities specified in the quotation, the extra cost will be invoiced separately.
Unless otherwise stated, Bedimo's price offers and quotations always exclude transport costs and any other costs incurred with third parties for delivery of the Products to the location chosen by the Customer (e.g. costs of applying for parking bans, costs of hiring furniture lifts, etc.). In the event that Bedimo incurs such costs on behalf of the Customer, these costs will be passed on to the Customer, who may request the necessary supporting documents.
Unless otherwise stated, Bedimo's price offers and quotations for Products and Services in the context of sites and Works are estimates as set out in article 4 below. Prices and lead times may vary according to the availability of Products and/or any event external to Bedimo; Bedimo reserves the right to index agreed prices on the basis of the health index, by means of prior notification to the Customer.
Bedimo reserves the right to suspend, cancel or refuse the sale to a Customer, particularly in the case where the data provided by the Customer are manifestly erroneous or incomplete, when there is a dispute relating to the payment of a previous order or a deposit, or on the basis of any other just cause.
Unless otherwise agreed in advance and in writing by Bedimo, any offer or purchase order signed by the Customer is deemed to be concluded in its name and on its behalf and will be invoiced in its name and on its behalf. In the absence of express mention of billing in the name and on behalf of a third party in the order confirmation issued by Bedimo, the latter can in no case be required to bill a third person. The Customer must provide an e-mail address, billing details and, where applicable, a valid delivery address.
Any exchange with Bedimo may occur through this email address unless otherwise provided.
Article 4. Prices
a. Product prices
Unless otherwise stated, the prices of the various Products and Services are indicated in EURO (€) and exclude VAT.
The prices and taxes of Products are specified in store or are indicated by e-mail following a specific request from a Customer or in an offer / order form. Bedimo reserves the right to unilaterally modify prices in store, in its catalog or on its Site at any time.
Bedimo's quotations and price offers are based on the prices of raw materials, remunerations, commissions, wages, quantities ordered, etc. in force on the day the offer is drawn up. Consequently, Bedimo reserves the right to adapt its prices according to the evolution of these parameters, without prejudice to article 10 (unforeseen circumstances - force majeure).
Unless otherwise stated, any delivery charges are not included in the indicated price, but are calculated separately, during the ordering process, according to the delivery method and place agreed, as well as the number of Products ordered, and must be paid by the Customer. Any customs duties and excise taxes which may be charged to the Customer for delivery outside the countries covered will be borne exclusively by the Customer.
b. Prices for Products and Services in the context of a worksite or project
Unless otherwise stated, with regard to the Products indicated in units in quotations and estimates for a worksite: (i) the quantities indicated in quotations and estimates are to be considered as indicative on the basis of the Customer's order. Definitive quantities will be confirmed at the time of final acceptance, on the basis of the end-of-job account; (ii) the unit price is generally fixed for the duration of the Work (except in the case of unforeseen circumstances as provided for in article 10).
- The following items are generally not included in the lump-sum fees for bids and quotations:
fees for external consultants (HVAC, stability, acoustics, lighting, etc.), whose involvement may prove necessary in view of the specific nature of the permits and/or the program of work chosen by the customer; - services rendered by Bedimo outside working days, due to requirements imposed by the customer;
- additional services performed due to additional requests and/or delays attributable to the Customer or;
- the fees of subcontractors selected by the Customer if the Customer requests Bedimo to use certain specific service providers to carry out the Work.
If the services of external service providers are to be added to the project/construction site at the Customer's request, Bedimo reserves the right to invoice 15% of the fees of these external service providers as an additional fee.
Article 5. Invoices
a. Deadlines
Bedimo invoices are payable within the period indicated on the invoice or, failing this, within 30 days. Invoices for advance payments must be paid when the order is placed (within 5 days of issue).
Failure to pay an invoice when due automatically renders all other Bedimo claims against the Customer due and payable. Invoices not paid on their due date are subject, automatically and without prior notice, to interest of 1% per month on the sums due, it being understood that any month started will be considered as fully completed, until full payment. In addition, the Customer who has not paid a due invoice, will be liable by operation of law and without prior notice, a fixed penalty equal to 15% of the outstanding balance with a minimum of 150.00 euros, which will be due as compensation for damages. Bedimo also reserves the right to suspend or terminate the Agreement and any orders in progress.
Failure to pay an invoice by the due date renders all sums due immediately payable, regardless of any payment facilities previously granted.
b. Billing for services and work
Unless otherwise stipulated, payment of the Price for Services and Works shall be made as follows:
- a deposit of 30% of the estimated price will be invoiced to the customer on acceptance of the offer,
- thereafter, unless otherwise stipulated, the Works will be invoiced monthly according to their progress and the delivery of materials, until final acceptance.
Payment of the deposit suspends Bedimo's performance of the Agreement. The instalments agreed for payment (deposit, progress report, balance, etc.) - set out in the General Terms and Conditions or in the special terms and conditions - are subject to acceptance by Bedimo's credit insurer as to the financial coverage of all services agreed between Bedimo and the Customer. In the absence of acceptance by the credit insurer, Bedimo may propose other payment terms and instalments.
c. Invoicing of Products in the absence of a worksite
Unless otherwise agreed, the balance of the price will be invoiced upon collection or delivery of the Product.
d. Claim
Any invoice not contested in accordance with this provision shall be deemed accepted by the Customer. To be valid, any complaint relating to the invoice must be notified to Bedimo by registered letter (with a copy by e-mail) at the latest within 15 days of receipt of the invoice, failing which it will not be taken into account. This principle does not apply to the Consumer Customer in the event of a mandatory legal provision stipulating a longer period for the benefit of the Consumer.
Article 6. Delivery of Products sold
a. Collection from showroom for Products purchased
Unless otherwise agreed, Products are delivered to Bedimo's showroom (Incoterm EXW). The Customer is then obliged, unless otherwise agreed, to take delivery of the goods within eight (8) working days from the date of notification of their availability, failing which Bedimo shall have the right to automatically consider the contract terminated to the Customer's detriment. In this case, the Customer will be required to pay an amount equivalent to 30% of the sale price by way of damages.
Nevertheless, for orders of custom-made Products and in the absence of collection within the aforementioned period, Bedimo may claim, in addition to the price of the Product, storage costs, without prejudice to Bedimo's right to claim any legal and/or contractual indemnity and/or interest for the loss suffered. In addition, after the expiry of a period of six (6) months and subject to the issuance of a registered letter summoning the Customer to collect the Product, within fifteen (15) working days, not followed by effect, Bedimo will be irrevocably considered the sole owner of the Products.
b. Delivery and transport
The Parties may agree to transport to the address specified by the Customer. Delivery will be made according to the method proposed by Bedimo which provides its best efforts to meet the deadlines indicated. These times depend mainly Bedimo suppliers or carriers selected.
Unless expressly agreed otherwise in writing, information and delivery times are always provided without obligation (thus constituting an obligation of means and not of result). These times are given as an indication and do not bind Bedimo, unless expressly agreed otherwise in writing by Bedimo.
No compensation can be claimed to Bedimo or the carrier in case of late delivery.
Where a binding delivery period is agreed in writing, Bedimo shall be entitled, in the event of exceptional circumstances, unforeseen circumstances or force majeure, either to suspend deliveries or to terminate the contract.
In none of these cases shall the Customer be entitled to claim any compensation from Bedimo. Exceptional circumstances", "unforeseeable circumstances" or "force majeure" shall mean any situation or circumstance by virtue of which Bedimo is unable to meet its contractual obligations, as well as any circumstances making supplies impossible, difficult and significantly more onerous than at the time of conclusion of the contract, non-performance by suppliers, non-payment by the Customer, acts of third parties, including the default of a supplier or subcontractor, changes to an order by the Customer, failure by the Customer to provide information necessary and useful for the execution of the order by Bedimo. ).
If, following an order, the Customer requests to change the delivery date agreed, Bedimo reserves the right to pass on to the Customer any additional costs that may result.
Additional costs arising from incomplete or erroneous information provided by the customer will be invoiced to the customer.
c. Transfer of risk
d. Errors in delivery and apparent defects
On receipt of the Products, the Customer or recipient is responsible for checking that the Products delivered are in good condition or that the order conforms to the information on the order form.
In the event that one or more Products ordered are missing or damaged, the Customer or recipient must make the necessary reservations to the carrier at the time of delivery and immediately notify Bedimo within a maximum period of 48 hours following delivery of Products.
Verification is deemed to have taken place when the Customer, a closely related person, an employee or a person authorized by the Customer has received the order without reservations.
Any reservation not made in the rules defined above and within the time limits will not be taken into account and will release Bedimo from any liability or guarantee of defects vis-à-vis the Customer.
This principle does not apply to the Consumer Customer in the event of a mandatory legal provision to the contrary for the benefit of the Consumer.
e. Feedback and discussion
f. Reservation of title
The Products delivered remain the exclusive and inalienable property of Bedimo until full and unconditional payment of the price, principal and accessory. If the Customer does not comply with its obligations to Bedimo or if there is a justified fear that in the near future the Customer will not comply with its obligations, Bedimo reserves the right to recover or have recovered the Products at the expense of the Customer in any place and regardless of who holds them.
Products subject to Bedimo's reservation of title may only be resold in the normal course of business.
The Customer shall ensure that the Products remain easily identifiable until full and unconditional payment of the price due. The Customer assumes all risks related to the total or partial loss or deterioration of the Products.
g. Order cancellation
Article 7. Performance of Services
a. Subcontracting
b. Site access and condition
The access road to the site and to the Customer's premises must be accessible to all types of vehicles. It is the Customer's responsibility to ensure that Bedimo will be able to deliver the goods to the site without this access being impeded.
If the premises are located on an upper floor, the Customer guarantees to provide, free of charge, an elevator to transport Products and goods for the provision of Services and Work.
If necessary, he will inform Bedimo of the need to rent a freight elevator, the cost of which will be borne by the Customer. The site and premises will be accessible from 8:00 am to 7:00 pm. Energy consumption (water, electricity, etc.) and road use costs will be borne exclusively by the Customer. The Customer is required to provide all information and/or layout plans relating to water, gas, electricity, computer, internet, telephone and sewage networks. Failure to do so will result in the customer assuming sole responsibility for any damage caused.
The Customer shall obtain all necessary authorizations for the performance of the Work. Any penalty, tax, fee or fine relating to the performance of the Services in the absence of the required authorization will be charged to the Customer. The Customer is also informed of the possibility of calling in an architect to check the site, at the Customer's expense.
c. Acceptance of work
Where the Services provided relate to Work, Bedimo's mission ends upon acceptance of the Work, which will automatically take place when the Work is completed in its entirety. For this purpose, Bedimo will have a document signed attesting to the completion of the Work or, failing that, will send an e-mail to notify the end of the Work (provisional acceptance).
If the Customer fails to mention any reservations (in the document or within 48 hours of receipt of the e-mail), the Customer will be deemed to have accepted the Works in their apparent condition (final acceptance).
If reservations are mentioned therein and if they are well-founded, Bedimo will provide its best efforts to remedy them, at its option, in kind or by equivalent.
The absence of formal acceptance as indicated above does not prevent tacit final acceptance, if there is no reaction from the Customer within a short time, from the date of completion of the Work.
Article 8. Representations and warranties
a. Warranty of conformity for Consumer Customers for Products sold that are consumer goods
Bedimo warrants, in accordance with applicable law, that the Products (consumer goods) will be free from defects in design, material or workmanship provided they are subjected to normal, proper and intended use. Before using the Products, the Consumer Customer shall carefully read the instructions for use of the Product in question.
If the Customer is a Consumer, he/she has a period of two years from delivery of the Product (if the Product is a consumer good covered by the legal warranty) to invoke the legal warranty of conformity if the Product purchased is new (and sold as such). The lack of conformity must be reported to Bedimo as soon as possible and, in any event, no later than two months after its discovery. The defect must render the Product or Service unfit for its intended use.
To be taken into consideration, any defective Product under warranty must be returned to Bedimo, after acceptance given by Bedimo in the form of a return document provided by Bedimo by e-mail.
The Consumer Customer must return the disputed Product at its expense with the reference number provided by Bedimo to the following address: rue Sainte-Henriette (MLZ) 1, 7140 Morlanwelz, Belgium.
The repaired Product or a new Product will then be made available to the Customer who may come and take delivery of it at Bedimo's showroom located at rue Sainte-Henriette (MLZ) 1, 7140 Morlanwelz, Belgium.
Unless otherwise stipulated by law, product returns are always at the customer's risk and expense.
b. Right of withdrawal for the Consumer Customer in the case of distance sales
If the Customer is a Consumer, he/she may exercise his/her legal right of withdrawal within 14 working days of delivery of the Product for all distance sales (excluding in-store sales). To exercise his/her right of withdrawal, the Consumer Customer must inform Bedimo by means of a clear statement (for example, by registered letter or e-mail) of the Customer's decision to cancel this contract. The Consumer Customer may use the attached model withdrawal form for this purpose, but this is not obligatory.
Sample withdrawal form :
If you wish to cancel the contract, please fill in this form and return it within the above-mentioned deadline.
- For the attention of : Bedimo SA, rue Sainte-Henriette (MLZ) 1à 7140 Morlanwelz
- I/we (*) hereby notify you (*) of my/our (*) withdrawal from the contract concluded by me/us (*) for the purchase of the following goods (*)
- Ordered on (*) / received on (*)
- Name of consumer(s): (*)
- Address of consumer(s): (*)
- Order number: (*)
- Signature of consumer(s): (*)(only if notified on paper)
- Date: (*)
(*) Strike out if not applicable or complete.
This right does not apply in the following cases:
- If the Customer is not a Consumer ;
- Services already provided ;
- Products or objects made to measure or to the customer's specifications or when the products have been personalized;
- for the delivery of goods which are not prefabricated and for the production of which individual selection or determination by the Consumer is decisive or which are clearly adapted to the Consumer's personal needs;
- for the supply of goods which, after delivery and by their nature, are inseparably mixed with other items;
- for the supply of goods likely to deteriorate or expire rapidly;
- for other cases expressly excluded by Book VI of the Code of Economic Law
c. Guarantee for sales between professionals
The rules set out in points a. and b. above do not apply between professionals.
The Customer whose establishment, place of delivery of Products or Services or Work are located outside the Belgian territory is required, prior to any order of Products or Services to Bedimo to ensure that such Products or Services comply with the law applicable to the place of delivery of Products and Services.
Bedimo disclaims any liability in this regard and the Customer shall hold Bedimo harmless from the consequences, both vis-à-vis the Customer, of non-compliance of the Products or Services to the law applicable thereto.
Bedimo provides a warranty for latent defects, 1 year from the date of delivery of Products, performance of Services, or acceptance of Work.
In the event that the latent defect is attributable to Bedimo and in the event that it seems justified, Bedimo's liability / warranty is limited to repair in kind or equivalent, at the option of Bedimo, without it being liable to any additional compensation.
Customers wishing to invoke a latent defect must do so within 15 calendar days of discovery of the defect, on pain of forfeiture. No warranty will be given for damage to Products or Services resulting from abnormal use of the product or from installation, handling (such as, for example, moving), transformation or treatment, by the Customer or by a third party, which is abnormal or which does not comply with Bedimo's professional standards and instructions. The Customer is presumed to have been informed of these standards and instructions.
Unless otherwise specified, any complaint relating to apparent defects, defects in conformity or installation of the Products or Services will be inadmissible if it has not been communicated to Bedimo within 48 hours after delivery of the Products or acceptance of the Work.
Without prejudice to the provisions of article 16, Bedimo declines all responsibility for any damage caused to third parties. The Customer assumes full responsibility for the conservation of the Products with respect to third parties.
d. Warranty exclusions
Bedimo's warranty is always excluded in the following cases:
- abnormal wear and tear, abusive use or use that does not comply with applicable law of the Products and Services supplied;
- accident, disaster or force majeure ;
- misuse of the Products, fault or negligence (i.e. failure to comply with the instructions for use, maintenance rules or normal use of this type of goods) by or on the part of the Customer;
- causes external to the Products, such as power failure, voltage variations, electrical system insufficient to accommodate the necessary power, etc.
- improper storage or handling of Products ;
- use of the Products in conjunction with any equipment not supplied by Bedimo; and
- any installation, maintenance, repair, servicing, relocation, modification, or other intervention whatsoever of or on the Products, performed by any person or entity other than Bedimo without Bedimo's prior written approval, or any use whatsoever of spare parts not supplied by Bedimo;
Article 9. Resolution of the Convention
Bedimo shall be entitled to invoke the automatic suspension or termination of the Agreement, with immediate effect, to the detriment of the Customer, without judicial intervention and without any indemnity in favor of the Customer, in the event of bankruptcy, judicial reorganization proceedings, or cessation of payments by the Customer, as well as in the event that, fifteen days after formal notice has been given to the Customer to comply with its obligations, the Customer fails to comply, or complies late or incorrectly with one or more of its obligations under the Agreement, or immediately in the event of serious misconduct on the part of the Customer, making it impossible to continue working together.
Such suspension or termination shall be without prejudice to payments due by the Customer to Bedimo and the payment of any compensation for any other loss suffered by Bedimo (flat-rate compensation equivalent to 30% of the total amount of the invoice).
The Customer shall be entitled to invoke termination of the Agreement in the event that Bedimo commits a breach in the performance of its contractual obligations. The Customer must however notify Bedimo of the breach, which will have a period of fifteen working days from the date of notification to remedy the breach, unless for reasons beyond its control, Bedimo is unable to remedy the breach within the aforementioned period.
At the end of the Agreement, Article 12 (Confidentiality), Article 13 (Intellectual Property), Article 14 (Data Protection), Article 17 (Dispute Resolution and Applicable Law), and Article 18 (General) will remain in force for a period of ten years.
Article 10: Unforeseeability and force majeure
If Bedimo is prevented, in whole or in part, from executing the order, the Work or the Agreement due to an unforeseen circumstance beyond its control, this is referred to as unforeseeability or force majeure. The occurrence of any event, such as cyber-attacks, strikes, lock-outs, embargoes, wars, terrorist attacks or consequences of attacks, acts of third parties, shortage of raw materials, epidemics, pandemics, raw material price increases of more than 10%, shortages, bad weather and more generally, any event of a similar nature affecting Bedimo or its suppliers and delaying or rendering impossible or drastically compromising the performance of their respective obligations, suspends the performance of their respective obligations.
If, prior to the execution of the Agreement, the price of goods or raw materials increases by more than 10%, Bedimo will inform the Customer, who may, at his option, cancel the order, without compensation, or bear the increase (unless otherwise agreed by the parties).
In the event of force majeure, Bedimo is entitled to suspend performance of the order or Work, in whole or in part, for the duration of the force majeure. If the event of force majeure continues for more than 90 days, the Parties will make every effort to renegotiate the subsequent performance of the Agreement. Failing agreement, either party shall have the right to terminate the Agreement by notifying the other party by registered mail. Services and orders already carried out by Bedimo will nevertheless be invoiced to the Customer on a pro rata basis.
Article 11. Absence of subordination
Article 12. Confidentiality
The Parties undertake to treat as confidential any sensitive information they communicate to each other, unless otherwise stipulated in the contract or unless the communication of such confidential information is necessary for the performance of the Agreement.
Each Party that communicates information that it considers to be sensitive shall inform the other Party of this sensitive and/or confidential nature, so that the latter may confer confidential treatment on it. This is particularly the case for Bedimo's Designs and other creations.
The Customer undertakes to ensure that its employees and subcontractors comply with the said confidentiality obligation.
The Parties shall not be liable for the disclosure of confidential information in the event that :
- these are already in the public domain;
- those that are disclosed in order to ensure the proper performance of
the agreement before a court; - the information has been obtained by normal means from third parties who are not bound by an obligation of confidentiality towards the Customer who initially supplied the information concerned, nor were such third parties at the time of disclosure of the information concerned;
- they must be disclosed to third parties by order of a law, a judicial decision or a decision taken by a competent public authority;
Article 13. Intellectual property rights
Bedimo's creations (designs, drawings, moodboards, documents, photos, images, media, logos, software, tools, documentation, product design, user manuals or any other document issued by Bedimo ...) are protected by copyright law and / or any other intellectual property rights and / or consist of protected know-how and remain its full property or the property of its suppliers, unless expressly provided otherwise. No transfer of intellectual property rights may be inferred from the Agreement.
The Customer may not reproduce and communicate, on any medium whatsoever, directly or indirectly, in whole or in part, adapt or modify, market or distribute to third parties the Design, creation, names and logos of Bedimo or its suppliers.
Article 14. Data protection
Personal data collected in connection with an order or the performance of the Agreement will only be used by Bedimo in accordance with the EU Regulation No. 2016/679 on the protection of personal data of April 26, 2016, insofar as it is applicable.
Bedimo undertakes in all cases to process personal data only for legal purposes, for the performance of the Agreement or if justified by a legitimate interest of Bedimo. If you have any questions about the protection of your personal data, please send an e-mail to the following address: [email protected]
Article 15. Liability
a. Exclusion of liability to non-consumer customers
b. Limitation of liability applicable to all cases figures
Unless otherwise required by mandatory law, Bedimo shall in no event be liable for indirect, incidental, punitive, consequential or incidental damages such as, but not limited to, lost profits or revenues, lost sales, financial or economic loss, increased overhead, disruption of planning, business interruption costs, removal and/or reinstallation costs, restocking costs, damage to reputation or loss of Customers, even if such damage was reasonably foreseeable. Bedimo is not liable for damages caused by others.
Bedimo can therefore in no case be held liable for any damage resulting from (i) a defect in the infrastructure of the Customer, (ii) any breach by the Customer of one of its obligations, (iii) any misuse by the Customer of the Products, including uses that do not comply with what is mentioned in the instruction manual
(iv) any intervention on the Products by a company other than Bedimo.
Bedimo's liability, both contractual and extra-contractual, is always limited to its insurance coverage, if any, and, in the event that insurance coverage, for any reason whatsoever, is not applicable, to the value of the Agreement or the Product or Service provided, up to a maximum of EUR 20,000.00.
Article 16. Customer service
Article 17. Settlement of disputes and applicable law
The Agreement, including the General Terms and Conditions, is governed by Belgian law. The Parties explicitly agree to exclude the application of the Vienna Convention on the International Sale of Goods of April 11, 1980.
Bedimo and the Customer agree that any dispute of a contractual or extra-contractual nature, and any disagreement or dispute relating to these Terms and Conditions or the Agreement, their formation, interpretation, performance or application shall be governed by Belgian law.
In the event of failure to resolve the dispute amicably, any disagreement or dispute relating to these General Terms and Conditions or to the Agreement, or arising from their interpretation or application, shall be finally settled by the Tribunal de l'Entreprise francophone de Bruxelles.
Neither Party shall be released from its obligations under these General Terms and Conditions or the Agreement during the amicable or legal proceedings.
Article 18. General
The nullity or inapplicability of one of the clauses of these General Terms and Conditions shall not affect the validity or applicability of the other clauses. Where applicable, the disputed clause will be replaced by a valid clause which is the closest in economic terms to the invalid or inapplicable clause.
The Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations or agreements, written or oral, between the Parties prior to the date of acceptance of the offer, with respect to its subject matter, unless otherwise stipulated in writing by the Parties.
Unless otherwise stipulated, any communication or notification between the Parties shall be validly made by registered letter with acknowledgement of receipt to its registered office or by electronic mail to the contact details exchanged between the Parties.