General Terms and Conditions of Delivery BoBat BV VAT: BE0801920180

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Article 1 – General

1. These terms and conditions apply to every offer, quotation, and agreement between Tim De Rick (NP) BoBat (hereinafter referred to as "BoBat") and the counterparty (hereinafter referred to as "Client"), to which BoBat has declared these terms and conditions applicable, unless the parties have expressly and in writing deviated from these terms and conditions.

2. These terms and conditions also apply to agreements with BoBat for the execution of which third parties are involved by BoBat.

3. The applicability of any other general terms and conditions of the Client is expressly rejected unless BoBat has expressly declared in writing to accept these or parts thereof.

4. The possible non-applicability of any provision (or part of a provision) of these general terms and conditions does not affect the applicability of the remaining provisions.

5. If BoBat does not always demand strict compliance with these terms and conditions, this does not mean that the provisions of the general terms and conditions do not apply, nor that BoBat loses any right to demand strict compliance with the provisions of these general terms and conditions in other cases.

6. In case of any discrepancy or conflict between these general terms and conditions, the Dutch text shall prevail.

7. These general terms and conditions also apply to partial, follow-up assignments, additional or partial orders arising from the agreement.

8. If BoBat has already provided these general terms and conditions to the Client multiple times, there is a continuous business relationship. BoBat is then not required to provide the general terms and conditions again to apply them to subsequent agreements.

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Article 2 – Offer

1. An offer or quotation is made in writing or electronically, except in urgent circumstances, and is without obligation.

2. Every offer and quotation from BoBat is valid for 30 days unless otherwise stated. BoBat has the right to revoke this offer or quotation no later than within 2 working days after receipt of acceptance.

3. An agreement is concluded if and insofar as the Client has accepted the quotation provided by BoBat.

4. The prices and rates stated in an offer, quotation, price list or tariff list are exclusive of VAT.

5. In case of combined price quotations, there is no obligation to deliver a part against a corresponding part of the total price quoted.

6. If the offer or quotation is based on information provided by the Client and this information proves to be incorrect or incomplete or subsequently changes, BoBat has the right to adjust the stated prices, rates and/or delivery times.

7. If the Client can reasonably understand that the offer or part thereof contains an obvious mistake or error, BoBat is not bound by its offer.

8. If the acceptance of the quotation deviates from the offer included in the quotation, BoBat is not bound by it.

9. The offer, quotation, prices, and rates do not automatically apply to repeat orders, new or follow-up assignments.

10. BoBat has the right to charge the costs associated with the offer or quotation to the Client, provided that BoBat has informed the Client of these costs in writing in advance.

11. If a sample or model has been shown or provided to the Client, this is deemed to be only an indication and the final delivery does not need to correspond exactly to it.

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Article 3 – Agreements

1. The agreement is concluded after the Client has accepted BoBat’s offer, even if this acceptance deviates on minor points from the offer. However, if the Client’s acceptance deviates on essential points, the agreement shall only be concluded if BoBat has agreed to these deviations in writing.

2. If an assignment is given by two or more clients, they are jointly and severally liable, and BoBat has the right to demand performance from each of them for the entire obligation.

3. Changes to the original assignment of any nature, made orally or in writing by or on behalf of the Client, which cause higher costs than those accounted for in the price quotation, will be charged additionally to the Client.

4. Any changes in the execution of the assignment requested by the Client after the assignment has been given must be communicated in writing and in a timely manner to BoBat by the Client.

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Article 4 – Delivery

1. Delivery times are always given approximately and are only indicative, unless explicitly agreed otherwise in writing. Delivery periods only commence after the agreement has been concluded in accordance with Articles 2 and 3.

2. BoBat is entitled to deliver in parts.

3. When determining the delivery times, BoBat assumes that it can execute the assignment under the circumstances known at that time. If this is not the case, BoBat has the right to extend the delivery time by the time deemed necessary to carry out the assignment under the changed circumstances.

4. The agreed deadlines are expressed in working days. Working days mean calendar days, unless these fall on a public holiday or a locally recognized holiday, or a day prescribed by government or collective labor agreement as a rest or holiday, vacation days, or other non-individual days. Workdays or half workdays are considered non-working days if circumstances beyond BoBat’s responsibility prevent work during part of the working day.

5. Exceeding the delivery time never entitles the Client to compensation, unless agreed otherwise in writing.

6. In case of exceeding the agreed deadlines, the Client must give BoBat written notice of default. The Client must provide BoBat a reasonable period of at least 30 days to still perform the agreement.

7. If the Client requests changes to the agreed work, BoBat will inform the Client about the consequences of these changes for the agreed prices, rates, and delivery times.

8. Unless agreed otherwise, BoBat will arrange for shipment and delivery of the goods. BoBat reserves the right to charge the Client for transport and shipping costs.

9. Acceptance of delivery by the Client without notation on the delivery note serves as proof that the goods were delivered in good condition. If the goods are not delivered conforming to the agreement, the Client must notify BoBat in writing immediately, but in any case within 24 hours after delivery. After this period, the Client can no longer make a complaint.

10. Delays or hindrances in delivery can never be charged to BoBat unless caused by BoBat’s fault.

11. If products have not been collected by the Client or a third party designated by the Client after the expiry of the delivery period, BoBat is entitled to store the products at the Client’s expense and risk or to sell the products to a third party. All related costs, including storage, administration, transport costs, and any loss of proceeds, are for the account of the Client.

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Article 5 – Payment

1. Payment (without deduction of any discount) must be made within a term of 7 days after the invoice date, unless the parties have agreed otherwise in writing. The accuracy of an invoice is deemed accepted if the Client has not raised any objection within this payment term.

2. BoBat always has the right to require (partial) advance payment or any other security for payment from the Client. If the Client cannot provide this payment or security, BoBat has the right to suspend the delivery.

3. In case of delivery of goods in parts, BoBat is entitled to send the invoice after each delivery.

4. Complaints about the delivered goods never entitle the Client to suspend payment.

5. If the Client does not pay on time, BoBat is entitled to proceed with collection of the outstanding amount, provided that BoBat has sent the Client a written reminder to pay within 7 days and the payment has not been made.

6. If an invoice is not paid in full or an automatic debit cannot be processed after the deadline mentioned in the previous clause, the Client owes BoBat statutory commercial interest. Interest on the due amount will be calculated from the date the payment term expires until full payment is made, based on the following calculation: €20.00 for claims less than or equal to €150.00; €30.00 + 10% on the amount between €150.01 and €500.00; €65.00 + 5% on the amount between €500.01 up to a maximum of €2,000.00.

7. If the Client remains in default in fulfilling their payment obligations, all reasonable costs for obtaining payment of the invoice will be charged to the Client. Any judicial and enforcement costs incurred will also be recovered from the Client. The Client is additionally liable for interest of 15% on the collection costs due.

8. If full payment by the Client is not received, BoBat has the right to terminate the agreement by written declaration without further notice of default or to suspend its obligations under the agreement until the Client has paid or provided sufficient security. This right of suspension also applies if BoBat has reasonable doubts about the Client’s creditworthiness even before the Client is in default.

9. Payments made by the Client will first be deducted by BoBat from all due interest and costs and subsequently from the oldest outstanding invoices, unless the Client states in writing at the time of payment that it concerns a later invoice.

10. The Client may not set off any claims from BoBat with any counterclaims against BoBat. This also applies if the Client applies for (provisional) suspension of payments or is declared bankrupt.

 

Article 6 – Suspension, Termination, and Cancellation

1. BoBat is authorized to suspend the fulfillment of obligations or to terminate the agreement with immediate effect if:

a. The Client fails to fulfill the obligations under the agreement, either wholly or partially, or in time, even after being notified (in writing or verbally);

b. After concluding the agreement, BoBat becomes aware of circumstances that provide reasonable grounds to expect that the Client will not fulfill its obligations;

c. The Client was requested at the time of concluding the agreement to provide security for the fulfillment of its obligations and this security is not provided or is insufficient;

d. Due to delay on the part of the Client, it can no longer be reasonably expected from BoBat to fulfill the agreement under the originally agreed conditions;

e. Circumstances arise that make fulfillment of the agreement impossible or that make it unreasonable to expect BoBat to maintain the agreement unchanged.

1. If the termination of the agreement is attributable to the Client, BoBat is entitled to compensation for damages, including costs directly or indirectly incurred as a result.

2. If the agreement is terminated, BoBat’s claims against the Client become immediately due and payable.

3. If BoBat suspends or terminates the agreement under this article, BoBat is not obliged to compensate the Client for any damages or costs arising from this.

4. In the event of liquidation, (application for) suspension of payments, bankruptcy, or attachment against the Client, BoBat is free to immediately terminate or cancel the agreement without any obligation. BoBat’s claims against the Client become immediately due and payable in such cases.

5. If the Client cancels or partially cancels an order placed, the costs incurred for this will be charged to the Client.

6. BoBat may suspend its obligations under the agreement for the duration of force majeure. Force majeure includes, in addition to what is understood by law and jurisprudence, all external causes, whether foreseen or unforeseen, beyond BoBat’s control, preventing BoBat from fulfilling its obligations.

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Article 7 – Right of Retention and Reservation of Ownership

1. When BoBat holds goods belonging to the Client, it is entitled to retain those goods until all costs incurred by BoBat for executing orders from that Client have been paid, regardless of whether these orders relate to the aforementioned or other goods of the Client, unless the Client has provided sufficient security for those costs. Storage costs are for the account of the Client. BoBat is not liable for any damage – of any nature – resulting from the exercise of its right of retention.

2. BoBat reserves ownership of all goods delivered and to be delivered under the agreement until the Client has fulfilled all payment obligations towards BoBat.

3. The payment obligations referred to in the previous paragraph include payment of the purchase price of the goods, increased by claims for work performed related to the delivery and claims for attributable failure by the Client to fulfill its obligations, such as claims for damages, extrajudicial collection costs, interest, and possible penalties.

4. As long as the goods are subject to a reservation of ownership, the Client may not sell, pledge, or transfer possession of the goods to a financier by means of pledge lists.

5. The Client must immediately inform BoBat in writing if third parties claim ownership or other rights to the goods subject to the reservation of ownership, or if third parties seize the goods delivered under reservation of ownership or seek to establish or enforce rights thereon.

6. The Client shall do everything reasonably expected to safeguard BoBat's ownership rights. The Client must keep the goods, as long as they are subject to the reservation of ownership, carefully and identifiable as BoBat’s property.

7. If the Client acts in violation of the provisions of this article or BoBat invokes the reservation of ownership, BoBat and its employees shall have the irrevocable right to enter the Client’s premises and repossess the goods delivered under reservation of ownership. The Client hereby irrevocably and unconditionally grants BoBat and any third parties designated by BoBat permission to enter any locations where BoBat’s property is situated and to recover said goods. This is without prejudice to BoBat’s right to claim damages, lost profits, and interest, and to terminate the agreement by written declaration without further notice of default.

8. After completion of the work and notification that the boat is ready for pickup, the Client must collect the boat within ten days. If the boat is not collected within this ten-day period, BoBat reserves the right to charge storage fees. The storage fee amounts to fifteen euros per day (excluding VAT) and will be charged starting from the eleventh day after notification of completion, regardless of the reason for the delay. The storage fee must be paid upon pickup of the boat. BoBat reserves the right to take appropriate measures if the boat is not collected within a reasonable time after completion, including charging additional costs and taking legal action.

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Article 8 – Guarantees

1. BoBat ensures that the agreed deliveries and work are performed properly and in accordance with the standards applicable in its industry, but never provides a more extensive guarantee than explicitly agreed between the parties. The guarantee in this article applies to goods intended for use within Belgium.

2. BoBat warrants the usual normal quality and soundness of the delivered goods and performed work during the warranty period.

3. The Client can never claim any rights against BoBat after the Client has processed or had processed the delivered goods, or has resold them to third parties.

4. Minor deviations in quality, color, hardness, satin finish, thickness, weight, content, and similar do not constitute grounds for rejection. When assessing whether a delivery deviates beyond acceptable limits, an average from the delivery must be taken. Minor changes to or in goods supplied by BoBat do not justify rejection.

5. If the purpose/use for which the Client intends to process, handle, or use the goods deviates from the usual purpose/intended use of these goods, BoBat only guarantees suitability for this purpose/use if it has confirmed this in writing to the Client.

6. All forms of guarantee lapse if a defect arises from or results from improper use or incorrect storage or maintenance by the Client and/or third parties, or due to special circumstances beyond BoBat’s control, including weather conditions.

7. No claim under the guarantee can be made as long as the Client has not paid the agreed price for the goods and/or the agreed fee for the work.

8. The previous paragraph does not apply to consumers.

9. In case of a valid claim under the guarantee, BoBat will repair or replace the goods free of charge, perform the agreed work properly, or refund or discount the agreed price or fee, at its own discretion.

10. Deviating from the previous paragraph, consumers may choose between repair or replacement of the goods or proper performance of the agreed work, unless this cannot reasonably be required of BoBat. Instead, the consumer may always terminate the agreement by written statement or request a discount on the agreed price or fee.

11. A timely complaint does not suspend the Client’s payment obligation.

12. If it is established that the complaint and claim under the guarantee are unjustified or unfounded, all costs incurred, including investigation costs on BoBat’s part, shall be borne entirely by the Client.

13. Transport costs are excluded from warranty claims and will be charged to the Client at applicable rates.

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Article 9 – Liability

1. Except for explicitly agreed guarantees or results or quality requirements guaranteed by BoBat, BoBat accepts no liability whatsoever.

2. Any liability of BoBat for consequential damages, such as business damage, loss of profits and/or incurred losses, delay damages, and/or personal injury or bodily harm, is expressly excluded.

3. The Client must take all measures necessary to prevent or limit damage.

4. If BoBat is liable for damage suffered by the Client, BoBat’s obligation to pay damages is always limited to the maximum amount paid out by its insurer in the relevant case. If the insurer does not pay or the damage is not covered by an insurance policy taken out by BoBat, BoBat’s liability is limited to a maximum of the invoice amount for the delivered goods or performed work.

5. The Client must notify BoBat of the damage within 6 months after becoming aware or could have become aware of the damage suffered.

6. Deviating from the previous paragraph, a period of 1 year applies to consumers.

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Article 10 – Disputes

1. The agreement concluded between BoBat and the Client is exclusively governed by Belgian law.

2. Any disputes shall be submitted to the competent court in the location where BoBat is established, provided that BoBat always retains the right to submit a dispute to the competent court in the location where the Client is established.