Terms and Conditions
1.1. In these Terms and Conditions, BeCharged bvba, with registered office in Ghent, Kortedagsteeg 14d, and registered under company number 08.252.798.59 is referred to as “BeCharged”, and its contract partner is referred to as “the buyer”.
1.2. These Terms and Conditions are applicable to any offer, sales or purchase agreement, and the supply of goods and services which are being marketed by, and/or supplied by, BeCharged.
1.3. In addition to these Terms and Conditions, BeCharged may apply additional terms which are specifically applicable to the type of transaction c.q. the nature of the works. The additional terms form an integral part of these Terms and Conditions.
1.4. The Buyer agrees to these Terms and Conditions, including waiving of his own terms and conditions, by signing the proposal.
Proposals are non-binding, unless stated otherwise in the proposal. The price lists and prices as mentioned on the website, brochures and price lists of BeCharged do not constitute a proposal.
3. Conclusion of Agreements
Agreements can only be concluded after feasibility assessment by BeCharged of any purchase order or reparation/maintenance order. Without having to state any reasons, BeCharged reserves the right to refuse any orders or assignments, or to only accept the latter on condition that the shipment or delivery is subject to cash on delivery, or following advance payment, in which case the Buyer will receive notification of the same.
All pictures, drawings, data concerning weight, dimensions, colours, etc. as included in price lists and folders, will only serve as mere indications or illustrations and will never result in any indemnity and/or termination of the agreement.
5. Intellectual property/trade mark rights
5.1. All intellectual and industrial property rights with respect to any drawings, designs, calculations, etc, as executed by BeCharged for account of the Buyer will remain the sole property of BeCharged and may only be disclosed or used by the Buyer for purposes of executing the present Agreement.
5.2. The factory marks, trade marks, and type or identification labels appearing on any articles or goods supplied by BeCharged must not be removed, damaged or modified.
6.1. The articles or goods of BeCharged are supplied at prices as applied as per the date of the approval of the proposal. The cost for services rendered by BeCharged will be calculated using the normal calculation methods used by BeCharged, unless otherwise agreed.
6.2. For orders under a specific net value, administration costs and shipment costs be may be charged. Costs for express deliveries will only be charged to the Buyer if the Buyer asked for this method of delivery.
6.3. All prices indicated as article prices are expressed in Euro and are exclusive of any set-up costs and delivery costs.
7.1. BeCharged bears the transportation risk. The Buyer bears the risk with respect to the goods delivered as soon as they are offered for acceptance at the specified shipment address.
7.2. The Buyer shall accept delivery of the goods at the time of delivery. Any failure to do so will entail storage of said goods for the account and risk of the Buyer, and BeCharged will be entitled to charge a storage cost of 4% per month on the sales price of the ordered goods.
7.3. In case the Buyer, despite notification, fails to collect the goods or articles at the storage place, as specified by BeCharged, within three months following said notification, BeCharged reserves the right to either privately or publicly sell the goods or articles, the proceeds of which will be used to recover any amounts claimed from the Buyer, without prejudice to BeCharged’s other rights.
8. Time of delivery
8.1. BeCharged will make all reasonable efforts to meet the proposed time of delivery. The date of delivery as specified by BeCharged is only of an indicative and non-binding nature. Any delay with regard to delivery will not create any rights or entitlements to indemnity, price reduction, or termination of the agreement. The supplier may charge additional costs in case the Buyer requests to deliver the goods within a term which is shorter than the anticipated or usual time of delivery.
8.2. In case a time of delivery is exceeded, the Buyer is not entitled to any indemnity or any other action against BeCharged, unless otherwise agreed in writing.
9. Cancellation of an order
In case of cancellation by the Buyer within 24 hours, the Buyer will need to pay a compensation equal to 25% of the agreed price by way of fixed indemnity, without prejudice to the right of BeCharged to submit proof of greater damage. As some articles are custom made and therefore only possess any value when they are used at the locations they were intended for, the compensation for these articles after said period of 24 hours will at least be equal to the agreed price, without prejudice to any further damage proved by BeCharged.
10.1. Payment must be done within one month’s term following acceptance of the goods and of the invoice, and in accordance with the prevalent currency market prescriptions, unless otherwise agreed in writing.
10.2. All invoices are payable in cash at the registered office of BeCharged of via bank transfer.
10.3. In the absence of any protest by registered letter within 8 days following the postage date of a invoice, all invoices will be deemed accepted.
10.4. If the confidence of BeCharged in the creditworthiness of the Buyer would be affected on grounds of any legal action vis-à-vis the Buyer and/or other proven events which may compromise or otherwise make impossible the commitments made by the Buyer, BeCharged reserves the right to suspend the entire order or part of it, even if all or part of the goods were already shipped, and to claim any appropriate guarantees from the side of the Buyer. The abovementioned stipulations will apply without any prejudice to the entitlements of BeCharged to any indemnifications and interests.
10.5. All goods will remain the property of BeCharged until full payment was made by the Buyer. In case of non-payment or partial non-payment on the due date, the outstanding invoices shall, by operation of law and without prior notification, be subject to a default interest of 12% per annum, and the outstanding balance will be increased with 10% of the invoiced amount in case of no response to a notice of default, with a minimum of 125 EURO, even if a delay period was granted. In addition, the Buyer will also need to bear any and all collection, reminder, and procedure costs, including any expenses for legal assistance. Non-payment at the due date of one single invoice will result in the immediately becoming due of all other pending invoices by operation of law, whether they are due or not.
10.6. Furthermore, unless expressly otherwise agreed, non-payment of invoices on their due date may result in the cancellation of the entire order, without the obligation to refund any advance payments or other payments; in the immediately becoming due of any outstanding amounts, regardless of the modalities, and including any accepted bills of exchange; and in the intervention by companies in charge of the collection of amounts claimed.
11. Reservation of property rights and lien
11.1. The goods supplied expressly remain the sole property of BeCharged until full payment has been made, including payment of all costs and interests, also with regard to any previous and future supplies and services rendered, as well as any damage claims resulting from lack of compliance.
11.2. Prior to this, without prior written consent by BeCharged, the Buyer may not alienate, rent, put to the disposal of thirds parties, remove from his premises or pledge c.q. otherwise encumber any goods supplied.
11.3. At the first request of BeCharged, the Buyer will commit itself to put any goods at the disposal of BeCharged and hereby irrevocably authorizes BeCharged, or any persons to be appointed by BeCharged, to gain access to the premises where the goods are stored, for purposes of collecting said goods.
11.4. Pursuant to Article 1 above, BeCharged will convey the property of the aforementioned goods to the Buyer as per the time of fulfilment by the Buyer of all his obligations, this however being subject to any liens of BeCharged on account of any other claims held by BeCharged against the Buyer.
11.5. Any goods or parts thereof, which are replaced following a repair or pursuant to the guarantee, will become, or remain to be, the property of BeCharged until full satisfaction of any claims that are held by BeCharged against the Buyer.
12. Complaints and defects
12.1. Immediately upon delivery, the Buyer must inspect the goods for any visible defect or damage. Any visible damage or defects will need to be mentioned in detail by the Buyer on the delivery note and must also be notified to BeCharged by registered letter or fax within 48 hours following delivery. Any later complaints will not be accepted.
12.2. Any complaint with regard to hidden defects must be notified by registered letter or fax, which will need to be sent at the latest within one month following delivery. Any later complaints will not be accepted.
12.3. If a complaint is deemed founded by BeCharged, BeCharged, at its own option, has the right to: A: review the invoice and modify invoiced amount accordingly; B: replace the delivered goods with equivalents having the same specifications or to repair said goods, on condition that any replaced goods or parts of them be returned to BeCharged; C: take back the delivered goods and dissolve the agreement, including restitution of the invoiced amount paid by the Buyer, and without any obligation to pay any indemnity of any kind.
12.4. In a such case, the Buyer will need to immediately offer BeCharged the opportunity to repair any defects.
12.5. Complaints of any nature whatsoever will not be deemed a suspension of the payment obligations by the Buyer and said complaints may only be notified to BeCharged in writing, within the term as specified above.
13.1 BeCharged guarantees the proper functioning and quality of the goods and services as supplied and delivered by it to its best knowledge and capability, it being understood that the 24 months guarantee, starting from the delivery date, for the respective components (work hours and transportation excluded) of the charging station will be limited to the stipulations set forth in the following provisions.
13.2. An extended guarantee of 1 week is given for repair works. As for the delivery of repaired articles, the stipulations in paragraph 13.1 above are applicable, unless otherwise agreed in writing. .
13.3 Any faults, defects or imperfections imputable to BeCharged and ascertained by the Buyer within the period of guarantee – and to the extent that they fall within the scope of the guarantee as meant in this article – will be repaired or replaced as soon as possible, for the account of BeCharged.
13.4. The Buyer is not allowed to invoke any of the guarantee provisions: – A: in case of negligence of the goods by the Buyer – B: in case the Buyer has made, or has had made, any modifications to the goods, the latter also including any reparations that were not performed by or on behalf of BeCharged or its dealers. –C: in case of injudicious or careless use, incorrect mounting and inappropriate use. – D: in case of inadequate maintenancing of the device. – E: in case the device is used together with wrong or inappropriate accessories. – F: in case the Buyer otherwise has dealt with the goods in a careless manner. – G: in case the Buyer has failed to contact BeCharged within 1 month after the time of discovery of the damage.
13.5. The software as developed by BeCharged will be supplied ‘as is’ to the Buyer. A faultless functioning of a computer configuration (i.e. all of the hardware and software concerned) can never be fully guaranteed, due to external factors (e.g. power failure or power interruption, stroke of lightning, …) or factors proper to the specific computer configuration (defects, network errors, hidden faults in system software or application software,…), which may, amongst others, result in the loss of any or all programs and/or data. BeCharged will make all reasonable efforts that the Buyer may expect from a professional, in order to avoid that our software contains any bugs, computer viruses and/or malware that may affect the proper functioning of the products. This constitutes an obligation of means. BeCharged can not be held liable for the occurrence of any bugs, computer viruses and malware in the software developed by it, despite he efforts that were made to prevent this. BeCharged will only develop software which, to its knowledge, does not entail any infringement on the intellectual property rights of third parties. In case a third party should assert that BeCharged’s software is in violation of its own rights, or in case a third party would file a litigation against the user and/or BeCharged on grounds of an alleged violation to its own rights, BeCharged may, at its own discretion, decide to (i) refute these allegations or claims, (ii) modify the software in such a way that it is no longer in violation of the rights of such third party or (iii) to take back the software from the buyer, subject to a refund of the payments that were already made by the buyer within 30 days following the date on which the software was actually taken back by BeCharged. In case none of the three above alternatives is reasonably feasible, BeCharged will be liable vis-à-vis the buyer, in accordance with the provisions of Article 15 below.
14.1. The supplier will make all reasonable efforts that normally may be expected from a professional in order to investigate any reported quality related issues within the shortest possible delay.
14.2. In case no warranty right does exist, the shipment costs, together with the repair costs and/or costs for materials and parts used will need to be borne by the buyer.
15.1. All supplies and services rendered by BeCharged BVBA shall be seen as obligations of means. BeCharged shall not be held liable for any errors in the execution of an order that are due to insufficient or wrong information given by the Buyer.
15.2. Except in case of fraud, BeCharged BVBA will not be held liable for any fault (or even a serious error) or negligence committed by it or by any of its agents with regard to the execution of the order.
15.3. Without prejudice to the above, BeCharged shall in any case never be held liable: – A: for failure to deliver or for late delivery, unless otherwise agreed; – B: for information contained in brochures, catalogues, publicity materials, proposals, etc. – C: in case of non-imputable shortcomings or defects (force majeure) – D: if the buyer himself or any third party installs and/or repairs the delivered goods, or modifies said goods, or uses them for purposes other than they were intended for, or overloads said goods or otherwise implements them in an inappropriate manner ; – E: for any property of third parties which are located within the premises of BeCharged for reasons of repair, storage or for whatever other reason; – F: for operating and/or consequential damage vis-à-vis the buyer or any third parties, regardless of the cause of said damage; – G: for any damage caused through intentional errors or severe acts of negligence committed by any auxiliary staff.
The overall liability of BeCharged will never exceed the price of the product c.q. services, as described in the proposal or offer which directly gave rise to the damage or loss incurred.
15.4. If BeCharged, for purposes of development of the product or the rendering of the service, would resort to external suppliers, BeCharged will accept no liability greater than, or different from, the liability as accepted by the external suppliers for their products or services.
16. Force majeure
No party will be held liable for any failure to fulfil its obligations, nor will be bound by its obligations under this agreement in case any of the parties is prevented to do so as a result of wars, strikes, insurrections, labour unrest, accident, government bans on import or export of goods, or any other cause that is beyond the control of said party and which said party could not reasonably foresee.
Unless parties have resorted to arbitration for settling their disputes, all disputes and litigations (also including summary proceedings and permission for seizure) which may arise between parties as a result of these Terms and Conditions or any other agreement, fall under the sole jurisdiction of the district court of Ghent, to the extent that said disputes belong to the competence of a court and on condition that the Law has not declared, by mandatory law, that another Court is to be competent in these matters. All disputes will be settled according to Dutch law. Before resorting to Court, Parties, acting in good Faith, will however strive to settle their dispute in an amicable way.
In case one of the clauses or provisions in these Terms and Conditions is found to be null and void, this will in no way affect the validity of the other clauses or provisions of these Terms and Conditions.
19. Maintenance Agreement
By signing these Terms and Conditions, the Buyer agrees to the payment of the obligatory maintenance agreement under the form of an annual prepayment. This obligation only applies for a period of 3 years and may optionally be extended.