General terms and conditions for Bminus

Version 0.1
This page was last updated on 27/01/2025.

Read here the general terms and conditions of sale for Bminus, located at Doenaertstraat 8, 8510 Kortrijk – Belgium.

Contact information:
Doenaertstraat 8
8510 Kortrijk, Belgium
info@bminus.com

Billing Terms

1. Application Billing Terms.

1.1. The contractual relationship between the Customer and Bminus is governed by the General Contract Terms and Conditions and any applicable Special Contract Terms and Conditions, supplemented by the provisions of these Invoice Terms and Conditions. The application of purchasing or other conditions of the Customer is expressly excluded.

2. Tenders

2.1. All price calculations, quotations and other offers by Bminus are indicative only and are not binding unless otherwise indicated in writing by Bminus.

2.2. The Customer is responsible for the accuracy and completeness of the data provided by or on behalf of him to Bminus necessary for the prepared price calculation. The Customer shall always ensure that the requirements to be met by the performance of the Bminus are correctly, accurately and completely defined. If certain data can only be quantified after installation, this will be stated on the quotation. The Customer accepts that the quotation or price calculation does not take into account such non-quantifiable data and that Bminus may subsequently invoice the Customer for them.

2.3. All quotations by Bminus for performing certain work are always made on a cost-plus basis, unless it is expressly agreed in writing between the parties that one or more of such work will be performed at a fixed price.

3. Price and payment

3.1. All prices are exclusive of VAT and any other taxes or duties. Unless otherwise agreed, all prices are always in euros and the Customer must make all payments in euros.

3.2. If the Customer consists of several natural persons and/or legal entities, they are jointly and indivisibly bound to pay the amounts due.

3.3. All invoices are payable at the registered office of Bminus. Unless otherwise agreed in writing, payment must be made within 14 days of the invoice date, and in euros. All costs of payment shall be borne by the Customer. Payment by bank transfer, bill of exchange or any other means cannot be accepted as a renunciation of this provision and does not imply novation.

3.4. All complaints or comments regarding an invoice must be made within 5 days of the invoice date by registered and reasoned letter, under penalty of cancellation.

3.5. If Bminus’ confidence in the Customer’s creditworthiness is shaken by acts of judicial execution against the Customer and/or demonstrable events, which call into question and/or make impossible the confidence in the proper execution of the commitments entered into by the Customer, Bminus reserves the right to suspend all or part of the order and demand suitable guarantees from the Customer. If the Customer refuses to comply, Bminus reserves the right to cancel all or part of the order, and to demand
compensation from the Customer.

3.6. If the Customer is a professional (company), and does not pay the amounts due or does not pay them on time, the Customer shall be liable, without any notice of default being required, to pay on the outstanding balance a
negligence interest at a rate of 12% per annum. In addition, the Customer shall owe a fixed compensation clause on the entire outstanding principal amount in the amount of 12% (with a minimum of € 250.00 and a maximum of € 2,500.00), without prejudice to Bminus’ right to claim compensation for any more damage suffered, if applicable.

3.7. If the Customer is a private individual (consumer), and does not pay the amounts due or does not pay them on time, Bminus will send a notice of default that takes the form of a first free reminder in accordance with Articles XIX.2 and XIX.3 of the Code of Economic Law. After the
expiry of a period of at least 14 calendar days starting on the 3rd (working) day after the reminder has been sent to the Customer or – if the reminder is sent electronically – starting on the calendar day following the day on which the reminder was sent to the Customer/Consumer, late-payment interest will be due on the outstanding balance at a rate of 12% per annum.

In addition, the Customer/Consumer will owe a liquidated damages clause of:

• € 20.00 if the balance due is less than or equal to € 150.00;
• € 30.00 plus 10% of the amount due on the tranche between € 150.01 and € 500.00 if the balance due is between € 150.01 and € 500.00;
• € 65.00 plus 5% of the amount due on the tranche above € 500.01 with a maximum of € 2,000.00 if the balance due exceeds € 500.00.

3.8. Partial payments are always accepted with all reservations and without adverse acknowledgement, and are allocated in priority to any legal costs incurred, then to the interest due, then to the damage clause, and finally to the principal sum. The non-payment on the due date of a single invoice makes the due balance of all other invoices, even those not due, immediately payable by operation of law.

3.9. The Customer’s ability to suspend its payment obligations (non-performance exception or exceptio non adimpleti contractus) is explicitly excluded, as is the Customer’s ability to proceed to compensation of mutually owed amounts.

4. Retention of title

4.1. All Goods delivered to the Customer shall remain the property of Bminus until all amounts owed by the Customer to Bminus under the Contract have been settled in full. This right of Bminus also applies if the Products delivered by Bminus have already been integrated or processed with other items, whether or not belonging to the Customer.

5. Liability of Bminus

5.1. Bminus’ liability is governed by the General Contract Terms and Conditions. These apply to any contractual relationship between Customer and Bminus, regardless of whatever the Customer’s terms may be.

6. Applicable law and disputes.

6.1. The agreements between Bminus and the Customer are governed by Belgian law, to the exclusion of the provisions of the 1980 Vienna Sales Convention.

6.2. The Belgian Courts have exclusive jurisdiction. The Courts of the district of Kortrijk have jurisdiction. However, Bminus is entitled to bring any dispute before the court that has jurisdiction according to art. 624 Ger. W.