General Terms & Conditions
D’Heldt BV, a limited liability company under Belgian law, with its registered office at 2275 Lille (Belgium), Heihoef 4, and registered with enterprise number 0474.642.675 in the Crossroads Bank for Enterprises (hereinafter referred to as “D’Heldt”) is a company specializing in the rental, delivery, installation, and maintenance of food machinery for professional use.
The Customer may be any natural or legal person who enters into a contractual relationship of any kind with D’Heldt within the scope of his or her trade, business, craft, or profession (hereinafter referred to as the “Customer”).
Article 1 – Scope
- Without prejudice to the application of any special conditions included in the quote, these General Terms & Conditions shall apply to all Agreements with D’Heldt.
- The conclusion of an Agreement with D’Heldt implies the integral acknowledgment as well as the full and unconditional acceptance of D’Heldt’s General Terms & Conditions.
- D’Heldt reserves the right to modify these General Terms & Conditions at any time in accordance with economic and legal requirements. The new general terms and conditions shall enter into force automatically within a period of 10 (ten) business days after the notification of the new General Terms & Conditions to the Customer.
Article 2 – Agreement
- Any quotes which D’Heldt addresses to Customers are without obligation and non-binding. Orders that have not been confirmed in writing by the Customer are also non-binding.
- All quotes by D’Heldt are prepared based on the Customer’s data and requirements. Any change in data and requirements may result in a revision of the Terms & Conditions as stated in the quote.
- An Agreement between D’Heldt and the Customer is only established either by the Customer’s confirmation of a quote within the validity period stated in the quote or by the e-mail confirmation of an order by D’Heldt.
- D’Heldt is entitled to claim payment of an advance on the agreed price, as stipulated in the quote, in which case an Agreement is concluded only after payment in full of this price.
Article 3 – Price
- Unless the Parties agree on a different compensation arrangement in writing, D’Heldt will perform the Agreement at the price agreed upon in the confirmed quote between D’Heldt and the Customer.
- All prices are exclusive of VAT. Prices also exclude the costs associated with the intervention of third parties, such as but not limited to:
- if applicable: the manufacturer’s delivery charges.
- The price is established on the basis of data available to D’Heldt. Moreover, the Customer undertakes to always provide D’Heldt with all necessary data required to establish the price. It is the Customer’s responsibility to ensure that the data it has supplied for this purpose are correct. Failure to fulfill this obligation entitles D’Heldt to suspend performance of the Agreement with the Customer until such time as the Customer fulfills this obligation. If it subsequently transpires that the data provided by the Customer, on the basis of which the price was established, were not correct or have changed in the meantime, this may possibly give rise to a revision of the price and of the execution period.
- Finally, D’Heldt expressly reserves the right to revise the agreed price if, after the conclusion of the Agreement, one or more objective cost factors (such as: the prices of materials, raw material prices, labor costs, and social charges) have changed demonstrably. The price may only be increased up to a maximum of 80% of the final price. If applicable, D’Heldt will notify the Customer of the price change.
Article 4 – Payment
- Unless otherwise provided, D’Heldt’s invoices are payable no later than 14 (fourteen) calendar days after the date of issuance of the invoice to the bank account stated on the invoice. All payments shall be made in euros.
- Complaints relating to an invoice are only admissible if the Customer notifies D’Heldt in writing stating the reason for the complaint within a period of 10 (ten) calendar days from the date of issue of the invoice, without such notification constituting any acknowledgment on the part of D’Heldt of its contents. In the absence of such notification, the invoice is considered accepted by the Customer without any reservations.
- In the event of non-payment of an invoice on the due date, all other claims against the Customer that are not yet due shall automatically become due and payable without prior notice of default. In that case, D’Heldt also reserves the right to suspend the performance of all current Agreements, without prior notice and without compensation.
- In case of non-payment of an invoice on the due date, the Customer shall also automatically and without prior notice owe an annual interest of 10% on the outstanding invoice amount from the due date of the invoice. In addition, the Customer shall automatically and without prior notice of default owe a lump sum of 10% on the outstanding invoice amount, excluding VAT, with a minimum of EUR 250.00, without prejudice to D’Heldt’s right to claim the effective damage suffered in full from the Customer.
- Payments will first be applied to interest owed and fixed damages, after which they will be applied to invoices that are most overdue.
Article 5 – Delivery
- If a deadline was agreed upon in the quote for the delivery of the goods and/or services, this deadline shall be strictly indicative at all times and without any obligation of result on the part of D’Heldt. D’Heldt nevertheless undertakes to make every effort to meet such deadlines. Delays in delivery shall not give rise to a right to any damages whatsoever on the part of the Customer, nor shall they entitle the Customer to terminate the Agreement with D’Heldt.
- Agreed deadlines shall in any case be extended pursuant to any cases of force majeure for the duration of the force majeure or delays attributable to a third party and/or the Customer, including but not limited to late provision by the Customer to D’Heldt of information necessary to commence performance of the agreement.
- Delivery of the goods and/or services shall be made in the manner specified in the quote.
- The costs associated with delivery shall be borne by the Customer unless otherwise agreed in the quote.
Article 6 – Additional work
- Any change or additional work ordered by the Customer requires the written agreement of both parties.
- If the Customer imposes additional work or orders changes during the performance of the Agreement, D’Heldt is entitled to extend the pre-set execution period.
- Goods and/or services that were not anticipated on the date of the Agreement, such as additional work or changes, shall be billed on the basis of:
- for goods: the current prices of the goods at the time of the change;
- for services: D’Heldt’s current hourly rates at the time of the change.
Article 7 – Duration and termination
- The Agreement between D’Heldt and the Customer commences on the date as agreed upon in writing and shall end when the goods and/or services have been delivered by D’Heldt to the Customer and the Customer has made all payments due under the Agreement.
- The Customer is not entitled to terminate the Agreement early, except upon payment of the full price as agreed with D’Heldt.
- Each Party has the right to terminate the Agreement at any time, without judicial authorization, without prior notice of default, and without payment of any damages, with immediate effect, subject to written notification by registered mail, in the following cases: (i) if, despite written notice of default with observance of a period of 7 (seven) business days, the other Party fails to perform one or more material obligations arising from the Agreement, (ii) in the event of the other Party’s cessation of payment or (the filing of) bankruptcy, or (iii) in the event of the other Party’s liquidation or cessation of operations.
In the event of such termination, each Party reserves the right to claim compensation for costs, interest, and damages incurred thereby and all claims shall become immediately due and payable.
Article 8 – Rental
- If the Agreement between the Customer and D’Heldt consists (inter alia) of the rental of goods, the relevant rented goods shall be made available to the Customer by D’Heldt under the conditions stipulated in the quote. D’Heldt shall act as lessor and the Customer as lessee, where applicable.
- D’Heldt is entitled to claim payment of a deposit, as stipulated in the quote, in which case the rented goods shall be made available to the Customer only after full payment of the goods has been made to D’Heldt.
- The rented goods shall be made available to the Customer upon payment of a rental fee per month, as stipulated in the quote, always payable in advance (unless otherwise stipulated in the quote), without prejudice to the provisions of Article 3 and Article 4 of these General Terms and Conditions.
- The rental period shall commence on the commencement date specified in the quote for a duration agreed upon in the quote, without prejudice to the termination options provided for in Article 3 of these General Terms & Conditions.
If the Parties agree on a fixed rental period, they shall under no circumstances be entitled to terminate the Agreement early, except upon payment of compensation to the amount of the remaining rental fees due until the end of that rental period.
Furthermore, the Agreement shall be tacitly renewed each time for successive periods of 12 (twelve) months under the same conditions, unless a Party notifies the other Party by registered letter that it wishes to terminate the Agreement at least 1 (one) month before the end date of the ongoing term.
- The Customer may not sublet the rented goods, nor may it transfer the Agreement to any third party.
- Without prejudice to the obligations set forth under Article 12 of these General Terms & Conditions (“Customer’s Obligations”), the Customer (as lessee) must:
- leave the leased goods where they were installed by D’Heldt;
- use the rented goods in an orderly and careful manner or have them used by staff;
- not make any changes to the leased property nor cause such changes to be made, and not make any repairs or cause such repairs to made by any third party without D’Heldt’s prior written approval;
- give D’Heldt or persons acting on behalf of D’Heldt access to the leased goods at any reasonable time, both for inspection of said goods and for providing services;
- immediately notify D’Heldt in writing if the leased goods are damaged or lost, for any reason, or in case of defective performance or malfunction of the goods;
- immediately notify D’Heldt in case of seizure of goods and/or property rights held by the Customer or in case a receiver is appointed in the context of the Customer’s bankruptcy, and immediately inform the seizing bailiff or receiver of the existence and contents of the Rental Agreement with D’Heldt;
- make the leased goods available to D’Heldt at the latter’s first request, upon expiration of the rental period, in the same condition in which the Customer received them, taking into account normal wear and tear;
- at the end of the Rental Agreement, assist D’Heldt with the return of the leased goods to it at its first request;
- insure the property at market value and keep it insured throughout the rental period.
- D’Heldt (as lessor) is obligated to provide the Customer with functioning goods for the duration of the rental period, provided that the rented goods are used judiciously for the purpose for which they were manufactured and are kept in good condition.
Article 9 – Warranty and complaints
- D’Heldt undertakes to provide goods and/or services corresponding to those agreed upon in the quote.
- The Customer undertakes to inspect the goods and/or services immediately after delivery by D’Heldt for conformity and visible defects. Any lack of conformity between the agreed goods and/or services and the goods and/or services that were delivered must be communicated to D’Heldt in writing without delay and no later than 10 (ten) calendar days after delivery.
- In addition to the foregoing, D’Heldt provides a commercial warranty for defects that manifest themselves within the following time period:
- for new goods (so not for used goods): 1 (one) year from the date of delivery of the goods;
- for spare parts: 6 (six) months from the date of delivery of the goods (i.e., the date of replacement);
with the express exclusion of:
- damage due to wear and tear;
- glass breakage;
- damage to loading carts/loading baskets;
- damage caused by limescale;
- damage caused by the fault of the Customer or third parties associated with it;
- damage caused by the use of cleaning products not approved by D’Heldt;
- damage caused by misuse of the good, as described in the instructions for use communicated by D’Heldt;
- damage caused by the Customer’s infrastructure (including but not limited to electrical connections, fuse boxes, and water pipes);
- damage caused by using power cables other than those supplied with the good;
- damage caused by moving the good to reach its technical parts;
- damage caused by moving the good.
- Any complaints must be communicated to D’Heldt by e-mail (email@example.com) or by registered mail and must be described in detail.
- In the event that any goods and/or services delivered by D’Heldt under the Agreement with the Customer should be defective, the Customer may only claim a repair, replacement, or price reduction whereby the Customer may claim compensation, provided the defects can be objectively demonstrated.
- Complaints relating to goods and/or services modified after delivery by the Customer or by a third party shall not be considered.
- The Customer acknowledges that goods supplied by D’Heldt are subject to warranty limitations of the manufacturer of the goods, and agrees that such warranty limitations may be invoked directly by D’Heldt against the Customer.
- The Customer is obliged to enable D’Heldt to investigate the complaint and must therefore provide his or her full cooperation (including providing access to the (allegedly) defective good).
- The Customer’s unconditional acceptance of the goods and/or services provided by D’Heldt shall be proven by the unreserved commissioning of the delivered goods and/or services.
Article 10 – Data protection
- D’Heldt undertakes to treat all personal data it receives from the Customer in accordance with the legal obligations relating to the processing of personal data, including Regulation (EU) 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.
Article 11 – Force majeure
- If performance of the Agreement cannot take place due to force majeure, the defaulting Party shall notify the other Party thereof within a period of 2 (two) working days after the start of the force majeure situation. Force majeure shall mean the situation in which the performance of the Agreement by one of the Parties is prevented in whole or in part, temporarily or otherwise, by circumstances beyond that Party’s control, even if the circumstance could have been foreseen at the time the Agreement was concluded. Without seeking to be exhaustive, the following shall be considered cases of force majeure: delays or failure to deliver by a Party’s suppliers, strike or lockout, fire, riot, war, epidemic, flood or other meteorological conditions, electrical failures, governmental decisions, or intervention and errors and delays attributable to third parties.
- In the event that the force majeure situation results in an interruption of the Agreement’s performance, the execution period and the obligations of the relevant Party shall in any case be suspended by operation of law for the duration of the interruption, in addition to the time required to resume the provision of services. In such case, the Parties shall make every reasonable effort to mitigate the effects of the force majeure situation.
- If the force majeure situation lasts longer than 20 (twenty) days, each Party shall be entitled to terminate the Agreement without court intervention, without the other Party being liable to pay any compensation to the first Party, except for the costs already incurred by each Party prior to the force majeure situation that shall be borne by the other Party.
Article 12 – Obligations of the Customer
- The Customer is obliged to provide D’Heldt with correct and complete data to enable it to calculate a price that corresponds to the actual cost and to be able to perform the Agreement.
- The Customer is responsible for the proper, safe, and timely accessibility of the place where the goods and/or services are to be delivered by D’Heldt or D’Heldt’s appointees. D’Heldt or a D’Heldt appointee shall also have the ability to use the Customer’s utilities (such as electricity, water drainage, and water supply). If D’Heldt or a D’Heldt appointee cannot make the delivery due to the Customer’s default in the foregoing, it shall charge the Customer in full for the cost thereof.
- If the Customer defaults in the fulfillment of its obligations, D’Heldt shall be entitled to suspend delivery until such time that the Customer has fulfilled its obligations, which in any case extends the execution period.
- The Customer further agrees to only use the goods delivered by D’Heldt in accordance with the instructions for use communicated to it by D’Heldt, including but not limited to:
- for the purpose for which they were manufactured;
- in the right atmosphere, where the goods will not be stored or used in adverse conditions or in a room with a bad atmosphere (e.g. excessive water vapor, gassing acids, other acids and corrosive substances, dirt, dust or moisture);
- maintaining them on a daily basis;
- maintaining them only using cleaning products approved by D’Heldt.
- During the term of the Agreement with D’Heldt, the Customer undertakes to refrain from making any changes itself or having a third party make changes to the goods delivered by D’Heldt.
- If a good delivered by D’Heldt should be defective, regardless of whether the defect is covered by a warranty as stipulated in Article 3, the Customer shall be obliged to notify D’Heldt of the defect immediately upon becoming aware of it in the manner described in Article 9.4.
Article 13 – Transfer of ownership and risk
- The ownership of the goods supplied by D’Heldt under the Agreement, with the express exclusion of goods delivered under a Rental Agreement with D’Heldt whose ownership does not pass to the Customer at any time, shall only be transferred to the Customer upon full payment by the Customer of the relevant invoices, including interest and any compensation for any damages that may arise. Nevertheless, the risks of, inter alia, loss, damage, or destruction of such goods shall be borne in full by the Customer as soon as delivery has been made to the Customer.
- Until such time that ownership of the goods is effectively transferred to the Customer, the Customer is prohibited from disposing of the goods, using them as a means of payment, pledging them, or encumbering them with any other security right. In the meantime, the Customer shall also ensure that the goods in question are clearly distinguished from the Customer’s goods (with a sticker, for example).
- The Customer undertakes to immediately notify D’Heldt in writing of any right that a third party may assert over the goods subject to retention of title under this Article.
- The Customer undertakes to notify D’Heldt if the goods are stored on premises that are not its property and shall provide the owner’s identity at D’Heldt’s request.
- In the event that D’Heldt invokes the retention of title as a result of the Customer’s non-payment, the Agreement shall be considered terminated, without prejudice to D’Heldt’s right to claim compensation for any damages, including but not limited to lost profits and other commercial damages.
- Costs associated with or damage caused by the retrieval of goods by D’Heldt under the retention of title shall be borne by the Customer.
Article 14 – Maintenance services
- If the quote expressly provides for the provision by D’Heldt of maintenance services with respect to the goods it supplies, such services shall be provided under the Maintenance Agreement concluded separately between D’Heldt and the Customer.
- If the quote does not expressly provide for provision of maintenance services by D’Heldt but the Customer nonetheless wishes to receive maintenance services from D’Heldt with respect to the goods supplied by it, such services shall be billed at the hourly rates that D’Heldt charges at that time.
- D’Heldt agrees to provide maintenance services in accordance with the standards of skill and care that can be reasonably expected of a service provider in this industry.
Article 15 – Liability
- Except in the case of fraud or willful misconduct on D’Heldt’s part, D’Heldt shall never be liable for compensation of any intangible, indirect, or consequential damages, including but not limited to loss of profits, loss of sales, loss of revenue, loss of clientele or third party claims, increase in overhead, disruption of schedule, impairment of reputation, or any other form of damages.
- Moreover, D’Heldt shall never be liable for damages that do not arise from a fault on its part, including but not limited to force majeure, the Customer’s failure to fulfill its obligations, or changes made by the Customer or a third party.
- D’Heldt’s total (contractual and extra-contractual) liability for direct damages shall at all times be limited to the price paid by the Customer for the goods and/or services provided under the Agreement.
- Damage attributable to D’Heldt shall be remedied, at D’Heldt’s discretion, either in kind, by replacement, or repair. If in-kind repair is impossible or involves an unreasonable workload, D’Heldt shall refund the price stated in the confirmed quote to the Customer, taking into account the Customer’s prior enjoyment of the goods and/or services.
Article 16 – Subcontracting
- D’Heldt is entitled to entrust all or part of the performance of the agreement to one or more subcontractors, who shall perform the Agreement to the highest standards under D’Heldt’s supervision.
- Except in cases of fraud, willful misconduct, or gross negligence on the subcontractor’s part, D’Heldt shall be liable for any damages caused by the subcontractor.
Article 17 – Divisibility
- Should any provision (or part thereof) of these General Terms & Conditions be unenforceable, void, inapplicable, or in conflict with any provision of mandatory law, this shall not affect the validity and enforceability of the other provisions of these General Terms & Conditions. In such case, D’Heldt and the Customer shall negotiate in good faith to replace the provision in question with an enforceable and legally valid provision that is as close as possible to original provision’s purpose and intent.
Article 18 – Applicable law and competent court
- These general terms and conditions are governed by Belgian law.
- Any dispute pertaining to the interpretation or application of these general terms and conditions shall fall within the jurisdiction of the courts of Antwerp, Antwerp Division, unless another court is imperatively prescribed by law.