General terms and conditions of sale
Version applicable as of January1, 2023
Definitions:
Article 1. Scope of application
These general conditions of sale, 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 any other place
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. They are also brought to the attention of the Customer who is perfectly able to read and accept them before placing an order. Orders placed can only be placed after the Customer has read and accepted them without reservation. When a Customer submits an order form or contacts Bedimo for a quote via e-mail or in store (especially for custom-made Products), Bedimo transmits a contract offer including an offer or price estimate and referring to these Terms and Conditions. The Terms and Conditions are indeed on the Site, on the back or in the appendix of the quotes, offers and invoices of Bedimo or an active link is at least included on these documents referring to these Terms and Conditions. By paying a deposit and / or the full invoice or by submitting / signing an order form and / or validating an order in store or via e-mail, the Customer acknowledges having read and accepted without reservation these Terms and Conditions.
Accordingly, these Terms and Conditions apply automatically to all agreements between the Customer and Bedimo. These Terms and Conditions exclude, in the absence of express written acceptance by 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 2. Information and offers
a. Information
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 offers and orders
Offers made by Bedimo are non-binding and are not offers in the civil sense of the term. They are binding on Bedimo (and the Customer) only when the order has been accepted in writing (order confirmation) by Bedimo. Subject to the agreement of the parties, the value of the order may be modified according to the quantities actually supplied if they deviate from the quantities provided on the plan and indicated on the order confirmation.
Unless otherwise stated, Bedimo's price offers and quotations are always made excluding any costs incurred with third parties for the delivery of the Products to the location chosen by the Customer (eg. costs of applying for a parking ban, the cost 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 receipts.
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 are obviously 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.
Bedimo reserves the right to block the Customer's order in case of non-payment, incorrect address or any other problem on the Customer's account until the problem is resolved.
Article 3. Prices
Unless otherwise stated, the prices of the various Products and Services are indicated in EURO (€) and without VAT. The prices are considered net, excluding shipping costs.
The prices and taxes of Products and Services are specified in store or are indicated by e-mail following a specific request from a Customer or in an offer or for an order. 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 the evolution of 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 will be the sole responsibility of the Customer.
For any order less than 1,000.00 €, Bedimo automatically charges shipping costs up to 75.00 €.
Article 4. 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 issue).
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 a due invoice will be liable, by operation of law and without prior notice, for a fixed indemnity equal to 15% of the outstanding balance with a minimum of 150.00 euros, which will be due as compensation for damages and interest.
interests. Bedimo also reserves the right to suspend or terminate the Agreement and any order in progress.
Unless otherwise agreed, a deposit of 30% of the estimated price will be charged to the Customer upon acceptance of the offer, the balance of the price will be charged upon collection or delivery of the Product.
To be valid, any complaint regarding the invoice must be notified in writing by registered mail to Bedimo (with a copy by e-mail) 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 5. Delivery
a. Delivery by default
Unless otherwise agreed, the Products are delivered to the Customer's place of business, and at the Customer's expense.
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 obligation (constituting an obligation of means and not of result).
These times are given as an indication and do not commit 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 issued by official authorities making supplies impossible, difficult and significantly more expensive than at the time of the conclusion of the contract, non-performance of suppliers, pandemic, rail or air traffic stoppage, 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.
Additional costs resulting from incomplete or erroneous information by the Customer will be charged to the Customer.
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 inform Bedimo within a maximum period of 48 hours after delivery of the Products.
The verification is considered as done when the Customer, a closely related person, an employee, or a person authorized by him has received the order without 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. reservation 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 does 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.
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 readily 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 6. 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
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: (*)
(*) Strike out what is not applicable or fill in.
This right does not apply in the following cases:
- If the Customer is not a Consumer;
- To Services already provided;
- to Products or objects made to measure or to the Customer's specifications or where the products have been personalized;
- for the supply 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 tailored to the Consumer's personal needs;
- for the supply of goods which, after delivery, are inseparably mixed with other articles;
- for the supply of goods which are liable to deteriorate or expire rapidly;
- for the other cases expressly excluded by Book VI of the Economic Law Code
c. Warranty for sales between professionals
The rules under point b. above do not apply between professionals. For professionals, Bedimo provides a warranty for defects not apparent products of 1 year from the date of delivery of the Products. Assuming that the hidden defect is attributable to Bedimo and assuming that it seems justified, Bedimo's liability / warranty is limited to the replacement free of charge of the Products delivered, without it being required to any additional compensation. No warranty will be granted for damage to the products resulting from abnormal use of the product or installation, handling (such as, for example, moving), processing or treatment, by the Customer or a third party, of the products that would be abnormal or that would not meet the professional standards and instructions of Bedimo. The Customer is presumed to have been informed of these standards and instructions.
If the installation of the Products is performed by Bedimo, the warranty for installation defects is applicable only to the extent that the defects can be attributed to the installer appointed by Bedimo. Any treatment of the Products by a person other than an installer recognized by Bedimo and any use of spare parts other than those supplied by Bedimo shall release Bedimo from any warranty.
The acceptance of the Products and their installation is considered final if no complaint has been made within 48 hours of delivery or complete installation. Any complaint relating to apparent defects, defects of conformity or installation must be communicated to Bedimo by registered letter delivered to the post office within 48 hours after delivery of the Products or their complete installation (with copy by e-mail). After this period, no complaint relating to a lack of conformity, an apparent defect or a defect in installation will be accepted. Hidden defects must be immediately reported to Bedimo by registered letter addressed to its headquarters. Bedimo disclaims any liability for any damage caused to third parties. The Customer assumes towards third parties the full responsibility for the conservation of the Products.
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 of the rules of normal use of this type of goods) by or on behalf of the Customer;
- causes external to the Products, such as in particular power failure, voltage variations, electrical system insufficient to receive the necessary power, etc.
- improper storage or handling of the Products;
- use of the Products in conjunction with any equipment or program 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 7. 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 8. Unforeseeability and force majeure
If Bedimo is prevented, in whole or in part, to perform the order 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 of more than 10%, 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 contract, 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, in whole or in part, for the duration of the force majeure. If the event of force majeure lasts 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 it 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 9. Assignment and subcontracting
Bedimo may assign or subcontract all or part of its rights or obligations under the Agreement to another company, firm or individual after prior written notice to the Customer.
Article 10. 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 11. 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 if:
- the information is already in the public domain;
- the information is disclosed in order to ensure the proper performance of the agreement before a court;
- the information was obtained by normal means from third parties who are not bound by an obligation of confidentiality towards the Client who initially provided the information concerned, and these third parties were not bound by such an obligation at the time of the disclosure of the information concerned either;
- the information is to be disclosed to third parties by order of a law, a court decision or a 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 12. Intellectual property
Bedimo's creations (media, logos, software, tools, documentation, product design, drawings, 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 assignment 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 13. Data protection
The personal data collected in the context of an order 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: info@bedimo.com.
Article 14. Responsibility
The Products offered are in conformity with the Belgian and European legislation in force.
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 damages caused by gross negligence, wilful misconduct or fraud 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
Bedimo will never be liable for indirect, incidental, punitive, accessory or consequential damages such as, but not limited to, loss of profits or revenue, loss of sales, 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 15. Customer service
For any complaint or claim the Customer can contact the customer service of Bedimo reachable at the email address info@bedimo.com or by phone at +32 (0)64 238 330.
Article 16. 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 17. 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.