General terms and conditions of sale
Version applicable as of May1, 2023
Article 1. Definitions
Terms beginning with a capital letter have the following meaning:
Article 2. Scope of application
These general conditions, hereinafter "General Conditions" define the rights and obligations of both parties 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 in any other place.
Orders placed can only be after the knowledge and acceptance without reservation of the General Conditions by the Customer, attached to the offer / order form. By paying a deposit and/or the entire invoice or by submitting/signing an order form and/or by validating an order in person or via e-mail, the Customer acknowledges having read and accepted without reservation the present General Conditions. 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.
Accordingly, these Terms and Conditions apply automatically to all Agreements concluded between the Customer and Bedimo. These Terms exclude, in the absence of express written acceptance of Bedimo, 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
The Products and Services are described and presented with the greatest possible accuracy on the Site and in the catalogs offered by Bedimo. The presentation of the Products on the Site or in the catalogs does not bind Bedimo and does not constitute an offer in the legal sense (civil law) of the term. The Products and Services are offered within the limits of their availability. The photographs are included for illustrative purposes only and are not binding on the Parties. The information presented in the catalogs, on the Site or in the price lists is not binding and may be modified without prior notice. Samples are provided as examples. The material is delivered subject to the usual dimensional tolerances.
b. Special provisions relating to quotations and orders
Quotations/order forms/offers made by Bedimo are valid for 30 calendar days, unless otherwise stipulated. 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. Quotations and offers are strictly limited to the items specified. If the supplies exceed the quantities specified in the Quote, this extra charge will be invoiced additionally.
Unless otherwise stated, Bedimo's quotations and offers are always made excluding any costs incurred with third parties for the delivery of the Products to the location chosen by the Customer (e.g. costs of applying for a parking ban, costs of renting a furniture lift, etc.). In the event that Bedimo is exposed to such costs on behalf of the Customer, these costs will be passed on to the Customer, who may request the necessary supporting documentation.
Unless otherwise stated, Bedimo's price quotations and estimates for Products and Services in the context of sites and Works are estimated as set out in Article 4 below.
Bedimo reserves the right to suspend, cancel or refuse the sale to a Customer, in particular in the event that the data provided by the Customer is clearly erroneous or incomplete, when there is a dispute over the payment of a previous order or a deposit, or on any other just grounds.
The Customer must provide an email address, billing information and, if applicable, a valid delivery address. Any exchange with Bedimo may occur through this email address unless otherwise provided
Article 4. Prices
a. Prices of the Products
Unless otherwise stated, the prices of the different Products and Services are indicated in EURO (€) and without VAT.
The prices and taxes of the 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 change 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 effect on the day the offer is made. Therefore, Bedimo reserves the right to adjust its prices according to changes in these parameters.
Unless otherwise stated, any delivery costs are not included in the price indicated, but are calculated separately during the ordering process, depending on the method and place of delivery agreed and the number of Products ordered and must be paid by the Customer. Any customs and excise duties that may be claimed from the Customer for delivery outside of the countries served shall be borne exclusively by the Customer.
b. Prices of Products and Services within the framework of a site or Work
Unless otherwise specified, with respect to the Products indicated in units in the offers and quotations for a work site: (i) the quantities indicated in the quotations and offers are to be considered as indicative on the basis of the Client's order. The final quantities shall 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 as provided in Article 10).
- The following items are generally not included in the lump sum fees of bids and quotations:
- fees for external consultants (HVAC, stability, acoustics, lighting, etc.), whose intervention would prove necessary given the specificity of the permits and/or the work program chosen by the Client;
- services honored through Bedimo outside of business days, due to the requirements imposed by the Customer ;
- additional services performed due to additional requests and/or delays attributable to the Client or;
- fees of subcontractors selected by the Customer if the Customer requests Bedimo to use certain specific providers for the execution of the Work.
If services of external providers are to be added to the project / site at the request of the Customer, Bedimo also reserves the right to charge as an additional fee 15% on the remuneration of these external providers.
Article 5. Invoices
Bedimo's invoices are payable within the period indicated on the invoice or otherwise, within 30 days. Invoices of installments must be paid to the order (within 5 days from their issuance).
Failure to pay an invoice on its due date makes all other claims of Bedimo against the Customer payable by right. The unpaid invoices at their due date are subject, automatically and without prior notice, interest of 1% per month on the amounts 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 an invoice due, will be liable by operation of law and without prior notice, a lump sum 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 order in progress.
b. Invoicing for Services and Work
Unless otherwise specified, payment for the Price of Services and Work shall be made as follows:
- A deposit of 30% of the estimated price will be charged to the Customer upon acceptance of the offer,
- thereafter, unless otherwise agreed, the Work shall be invoiced monthly according to its progress and the delivery of materials until final acceptance.
The agreed installments for payments (deposit, progress report, balance, ...) - included in the General Conditions or in the special conditions - are subject to the acceptance of Bedimo's credit insurer as to the financial coverage of all services agreed between Bedimo and the Customer. Failing acceptance of the credit insurer, Bedimo may offer other payment terms and installments.
c. Invoicing of Products in the absence of work
Unless otherwise agreed, the balance of the price will be invoiced upon removal or delivery of the Product.
To be valid, any complaint about the invoice must be notified in writing by registered mail to Bedimo (with a copy by e-mail) at the latest within 15 days of receipt of the invoice, otherwise it will not be taken into account. This principle is not applicable to the Consumer Customer in case of mandatory legal provision providing a longer period for the benefit of the Consumer.
Article 6. Delivery of the sold Products
a. Collection at the showroom for Products purchased
Unless otherwise agreed, the Products are delivered in the showroom of Bedimo. 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 its availability, failing which, Bedimo will have the right to consider the contract as automatically terminated to the detriment of the Customer. In this case, the Customer will be required to pay an amount equivalent to 30% of the sale price as damages.
However, for orders of custom-made Products and in the absence of collection within the above-mentioned period, Bedimo may claim, in addition to the price of the Product, storage costs, without prejudice to the right of Bedimo to claim any compensation and / or legal and / or contractual interest for the damage suffered. In addition, after the expiry of a period of six (6) months and by issuing a registered letter requesting the Customer to collect the Product, within fifteen (15) working days, not followed by effect, Bedimo will be considered irrevocably as the sole owner of the Products.
b. Delivery and transport
The Parties may agree on a 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 deadlines depend mainly on the suppliers of Bedimo or carriers selected. Unless expressly agreed otherwise in writing, information and delivery times are always communicated without commitment (thus constituting an obligation of means and not of result).
These times are given as an indication and are not binding on Bedimo. No compensation can be claimed to Bedimo or the carrier in case of late delivery.
In the event that a binding delivery time is agreed in writing, Bedimo will, in case of exceptional circumstances, unforeseen circumstances or force majeure, be entitled to either suspend deliveries or terminate the contract. In none of these cases the Customer may not claim any compensation from Bedimo. Exceptional circumstances", "unforeseen circumstances" or "force majeure" means any situation or circumstance whereby Bedimo is unable to fulfill its contractual obligations due to facts or circumstances beyond its control or for which it is not responsible (eg. If Bedimo is unable to fulfill its contractual obligations due to events or circumstances beyond its control or for which it is not responsible (e.g. import or export bans, delays at ports, measures taken by official authorities that make supplies impossible, difficult or significantly more expensive than at the time of the conclusion of the contract, non-performance by suppliers, pandemics, rail or air traffic stoppages, strikes, customs problems, wars, border closures, shortages etc.).).
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 would result.
The additional costs arising from incomplete or erroneous information by the Customer will be charged.
c. Transfer of risk
Risk passes to the Customer upon delivery of the Products to the Customer.
d. Delivery error and apparent defects
Upon receipt of the Products, the Customer or recipient checks the good condition of the delivered Product or the compliance of the order with the information on the order form.
In the event that one or more of the 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 of 48 hours after delivery of the Products.
Verification is considered to have been carried out when the Customer, a closely related person, an employee, or a person authorized by him has received the order without making reservations.
Any reservation not made in the rules defined above and within the time limits could not be taken into account and will release Bedimo from any liability or guarantee of apparent defects vis-à-vis the Customer.
e. Returns and Exchanges
No returns or exchanges are accepted unless otherwise agreed by the Parties.
f. Retention of title
The Products delivered remain the exclusive and inalienable property of Bedimo until full and unconditional payment of the price, in principal and accessory. If the Customer does not meet its obligations to Bedimo or if there is a justified fear that in the near future the Customer will not meet its obligations, Bedimo reserves the right to recover or have recovered the Products at the expense of the Customer regardless of who holds them.
The Products subject to Bedimo's retention 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. It assumes all risks related to the total or partial loss or deterioration of the Products.
g. Cancellation of an order
In case of cancellation of the contract by the Customer for any reason whatsoever, the execution thereof may be required by Bedimo or the payment of liquidated damages equivalent to 30% of its amount.
Article 7. Performance of the Services
The Services (including the Works) performed by BEdimo may be subcontracted in whole or in part, which the Client accepts without reservation.
b. Access to the site and its condition
The access road to the site and to the Customer's premises must be accessible for any type of vehicle. It is the Customer's responsibility to ensure that Bedimo will be able to deliver the goods on the site, without this access being impeded. If the premises are located on the floor, the Customer guarantees the provision of a free elevator to transport the Products and goods for the provision of Services and Works. If necessary, it will notify Bedimo of the need to rent an elevator, the price of it being charged to the Customer. The site and premises will be accessible from 8:00 to 19:00. Energy consumption (water, electricity, etc..) and the cost of using the roadway will be the sole responsibility of the Customer. The Customer is required to provide all information and/or layout plans relating to water, gas, electricity, computer networks, internet, telephone and water drainage. If he fails to provide these elements, he alone shall be liable for any damage.
The Customer shall ensure that he obtains all necessary authorizations for the execution of the Works. Any penalty, tax, fee, fine related to the execution 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 its expense.
c. Acceptance of the Work
When the Services provided relate to the Work, Bedimo's mission ends with the acceptance of the work, which will automatically take place when the work is completed as a whole. To do this, Bedimo will sign a document certifying the end of the Work or, failing that, send an e-mail to notify the end of the Work (provisional acceptance). If the Customer fails to mention 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 state (final acceptance). If reservations are mentioned and they are founded, Bedimo will provide its best efforts to remedy, at choice, in kind or by equivalent.
The lack of formal acceptance as indicated above does not prevent the tacit final acceptance, if there is no reaction from the Customer within a short time, from the end of the Works.
Article 8. Declarations and guarantees
a. Warranty of conformity for Consumer Customers for Products 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 that they are subjected to normal, proper use and for which they are intended. 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 the delivery of the Product (if it is a consumer good benefiting from the legal warranty) to implement 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 case, no later than two months after the finding of it.
To be considered, any defective Product under warranty must be returned to Bedimo, after acceptance given by Bedimo in the form of a return document delivered by Bedimo by email.
The Consumer Customer must return the defective Product at its expense with the reference number given 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 can come and take delivery at the Bedimo showroom located at Rue Sainte-Henriette (MLZ) 1, 7140 Morlanwelz, Belgium.
Unless otherwise provided by law, the return of products is always at the expense and risk of the Customer.
b. Right of withdrawal for the Consumer Customer in case of distance sales
If the customer is a Consumer, it may exercise its legal right of withdrawal within 14 working days after delivery of the Product for any sale made at a distance (excluding sales made in store). To exercise its right of withdrawal, the Consumer Customer must inform Bedimo by means of a clear statement (for example, via a letter by registered mail or e-mail) of the decision of the Customer to terminate this contract. The Consumer Customer may use the attached sample withdrawal form for this purpose, but it is not mandatory.
Model withdrawal form:
If you wish to cancel the contract, please fill out this form and return it within the above-mentioned timeframe
- To the attention of : Bedimo NV, rue Sainte-Henriette (MLZ) 1à 7140 Morlanwelz
- I/we (*) hereby notify you/us (*) of my/our (*) withdrawal from the contract concluded by me/us (*) for the purchase of the following goods (*)
- Ordered on (*) / received on (*)
- Name of the consumer(s) : (*)
- Address of the consumer(s): (*)
- Order number: (*)
- Signature of the consumer(s): (*)(only if notified on paper)
- Date: (*)
(*) Delete or complete.
This fee does not apply in the following cases:
- If the Customer is not a Consumer;
- To Services already provided ;
- Products or objects made to measure or according to the specifications of the Customer or when the products have been personalized;
- for the delivery of goods which are not prefabricated and for the production of which an individual selection or determination by the Consumer is decisive or which are clearly tailored to the personal needs of the Consumer;
- for the supply of goods which, after delivery, are inseparably mixed with other articles by their nature;
- for the supply of goods likely to deteriorate or expire rapidly;
- for other cases expressly excluded by Book VI of the Economic Law Code.
c. Warranty for sales between professionals
The rules under points a. and b. above do not apply between professionals.
Bedimo provides a warranty for latent defects, 1 year from the date of delivery of products, performance of services, or receipt of work. Assuming that the latent defect is attributable to Bedimo and assuming that it seems justified, the responsibility / warranty of Bedimo is limited to repair in kind or by equivalent, at the option of Bedimo, without it being required to any additional compensation. The Customer who wishes to invoke a hidden defect is required to do so within 15 calendar days from the discovery of the defect, under penalty of forfeiture. No warranty will be granted for damage to the Products or Services resulting from abnormal use of the product or an installation, handling (such as, for example, a move), processing or treatment, by the Customer or a third party, which would be abnormal or which would not meet the professional standards and instructions of Bedimo. The Customer is presumed to have been informed of these standards and instructions.
Unless otherwise specified, any complaint relating to apparent defects, defects of 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 receipt of the Work. Without prejudice to the provisions of Article 16, Bedimo disclaims any liability for any damage caused to third parties. The Customer assumes full responsibility for the conservation of the Products with respect to third parties.
d. Exclusion of warranty
Bedimo's warranty is always excluded in the following cases:
- normal wear and tear of the Products;
accident, disaster or force majeure event;
- misuse of the Products, fault or negligence (i.e. non-compliance with the instructions for use, the rules of maintenance or more rules of normal use of this type of goods) by or on behalf of the Customer;
- causes external to the Products, such as power failure, voltage variations, insufficient electrical system to accommodate the necessary power, etc.
- improper storage or handling of Products;
- use of the Products in conjunction with any equipment or program not provided by Bedimo; and
- any installation, maintenance, repair, servicing, relocation, modification, or other work of any kind on or to the Products by any person or entity other than Bedimo without Bedimo's prior written approval, or any use whatsoever of replacement parts not supplied by Bedimo.
Article 9. Resolution of the Convention
Bedimo shall be entitled to invoke the suspension or termination of the Agreement, with immediate effect, to the detriment of the Customer, without judicial intervention and without any compensation in favor of the Customer, in case of bankruptcy, judicial reorganization proceedings, or cessation of payments of the Customer, as well as in case, fifteen days after a formal notice has been sent to the Customer to comply with its obligations, the Customer does not comply, 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 the collaboration.
This suspension or termination will be without prejudice to the payments due by the Customer to Bedimo and the payment of any compensation for any other damage suffered by Bedimo (flat-rate compensation equivalent to 30% of the total amount of the invoice).
The Customer shall be entitled to invoke the termination of the Agreement in the event that Bedimo commits a fault in the performance of its contractual obligations. However, the Customer shall notify Bedimo of the breach and Bedimo shall have a period of fifteen working days from the date of notification to remedy the breach, unless for reasons beyond its control, Bedimo can not remedy the breach within the above 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, to perform the order, the Work or the Agreement due to an unforeseen circumstance beyond its control, it is then a question of unforeseen or force majeure. The occurrence of any event, such as strikes, lockouts, embargoes, wars, terrorist attacks or consequences of attacks, shortage of raw materials, epidemics, pandemics, increase in raw materials by more than 10% of the price, shortages, bad weather and more generally, any event of similar nature affecting Bedimo or its suppliers and delaying or making impossible or drastically compromising the performance of their respective obligations, suspends the performance of their respective obligations. If before the execution of the Agreement, the goods or raw materials increase by more than 10%, Bedimo will inform the Customer who may, at its option, terminate the order, without compensation, or take the increase at its expense (unless otherwise agreed by the parties).
In case of force majeure, Bedimo is entitled to suspend the execution of the order or the Work, in whole or in part, for the duration of force majeure. If the force majeure event continues for more than 90 days, the Parties will make every effort to renegotiate the subsequent performance of the Agreement. If no agreement is reached, each party will have the right to terminate the Agreement by notification to the other party by registered mail. The services and orders already performed by Bedimo will nevertheless be billed pro rata to the Customer.
Article 11. Absence of subordination
Bedimo performs its services independently and without any subordination to the Customer.
These Terms and Conditions or the Agreement does not create in any respect a corporation with or without legal personality, partnership or joint venture between the Parties.
Article 12. Confidentiality
The Parties undertake to treat as confidential any sensitive information they communicate to each other, unless otherwise provided for 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 such sensitivity and/or confidentiality, so that the latter may accord it confidential treatment.
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 for the purpose of enforcing the agreement before a court;
- the information was obtained by normal means from third parties who are not bound by a confidentiality obligation to the Customer who originally provided the information and that these third parties were not bound by a confidentiality obligation to the Customer who originally provided the information and that these third parties were not bound by a confidentiality obligation to the Customer who originally provided the information;
- the information is required to be disclosed to third parties by law, court order or decision of a competent public authority; or
- the information is disclosed to consultants, auditors, insurers or lawyers, provided that they are bound by a similar obligation of confidentiality.
Article 13. Intellectual property
Bedimo's creations (Designs, drawings, moodboards, documents, photos, images, media, logos, software, tools, documentation, product design, user manuals or any other document from 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 otherwise expressly provided. No transfer of intellectual property rights may be inferred from the Agreement.
The Customer may not reproduce, directly or indirectly, in whole or in part, adapt or modify, market or distribute to third parties the creations, names and logos of Bedimo or its suppliers.
Article 14. Data protection
The personal data collected in the context of an order or the execution of the Agreement will be used by Bedimo only for the execution of the Agreement or if a legitimate interest of Bedimo justifies it. For any question relating to the protection of your personal data, we thank you kindly send an e-mail to the following address: email@example.com
Article 15. Responsibility
The obligations of Bedimo from the contractual relationship are obligations of means, and not obligations of result.
a. Exclusion of liability to the Non-Consumer Customer
Unless otherwise provided by mandatory law, Bedimo is exclusively and solely liable to the Non-Consumer Customer for direct damage caused by gross negligence, intentional misconduct or fraud and injury to life or limb of Bedimo or its employees. Bedimo is not liable for damages caused by other reasons than those mentioned above.
b. Limitation of liability applicable to all cases
Unless otherwise provided by mandatory law, Bedimo will never be liable for indirect, incidental, punitive, incidental or consequential damages such as, but not limited to, loss of profits or revenue, loss of turnover, financial or economic loss, increased overhead, disruption of planning, business interruption costs, removal and/or reinstallation costs, re-procurement costs, damage to reputation or loss of Customers, even if such damage was reasonably foreseeable. Bedimo is not liable for damages caused by other reasons.
Bedimo shall therefore in no event be liable for any damages resulting from (i) a defect in the Customer's infrastructure, (ii) any failure by the Customer to perform any of its obligations, (iii) any misuse by the Customer of the Products, including uses that are not in accordance 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 the possible insurance coverage, to the value of the contract, with a maximum of 20,000.00 EUR.
Article 16. Customer service
For any complaint or claim the Customer may contact the customer service of Bedimo reachable at the email address firstname.lastname@example.org or by phone at +32 (0)64 238 330.
Article 17. Settlement of disputes and applicable law
Bedimo and the Customer agree that any disagreement or dispute relating to these Terms and Conditions or the Agreement, their interpretation or application will be governed by Belgian law.
In case of failure to resolve the dispute amicably, any disagreement or dispute relating to these Terms and Conditions or the Agreement, or arising from their interpretation or application shall be finally settled by the competent French-speaking courts and tribunals of the judicial district of Brussels.
Both during the amicable procedure and during the judicial procedure, neither of the Parties will be released from the execution of its obligations arising from the present General Conditions or the Agreement.
Article 18. General
The invalidity or unenforceability of one of the clauses of these General Terms and Conditions shall not affect the validity or enforceability of the other clauses. In such a case, the disputed clause will be replaced by a valid clause which is the closest in economic terms to the invalid or unenforceable 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 agreed to 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 coordinates exchanged between the Parties.