1. Scope
 

1.1. These General Conditions of Sale apply in full and exclusively to all commercial transactions, including all proposals, offers, orders and/or agreements, performed by BEKAERTDESLEE HOLDING NV with its registered office in B-8790 Waregem, Deerlijkseweg 22 and registered in the Crossroads Bank for Enterprises under number 0628.953.443, including the companies affiliated with it (as defined in 1:20 of the Belgian Companies and Associations Code (hereinafter: “BEKAERTDESLEE”) with you as its customer (hereinafter “the Customer”), unless expressly agreed otherwise in writing and signed by an authorized representative under the articles of association of BEKAERTDESLEE.

1.2. At the moment when the commercial transaction is performed, the Customer is deemed to have received and accepted these General Conditions of Sale unconditionally, also if the order was issued by telephone or orally. These General Conditions of Sale are published on the BEKAERTDESLEE website ( www.bekaertdeslee.com/en/sales-terms-conditions ) and may also be sent free of charge upon request.

1.3. All purchase conditions and other of the Customer, irrespective of their name or the manner in which transmitted, are excluded expressly. The Customer waives its right to invoke such conditions.

1.4. In case of inconsistencies between the provisions of these General Conditions of Sale and a separate written agreement, the provisions of that agreement shall prevail.

1.5. BEKAERTDESLEE reserves the right to alter these General Conditions of Sale at any time. The altered General Conditions of Sale will be published on the BEKAERTDESLEE website at least 30 days before becoming effective, stating the version number.

2. Offers, orders and order confirmations

2.1. All offers, including all quotations, budgets, preliminary calculations, proposals, publicity or similar announcements by BEKAERTDESLEE, referred to as an offer or otherwise (hereinafter “Offers”), are without obligation and are not binding as such. An agreement is not concluded between BEKAERTDESLEE and the Customer until BEKAERTDESLEE has confirmed the order, has signed a written agreement, or performs the agreement.

2.2. Any order confirmation is always subject to verification by the Customer. If the order confirmation has not been drawn up in accordance with the order, the Customer will be required to notify BEKAERTDESLEE as soon as possible and in any event within 48 hours after the dispatch of the order confirmation. Thereafter, any complaints concerning deliveries in accordance with the order confirmation are no longer accepted and the delivery will be deemed to have been carried out in accordance with the order.

2.3.  Natural persons placing an order on behalf of the Customer are always considered to have been fully authorized by the Customer guaranteeing proper performance by the Customer.

2.4. If Offers are drawn up (partly) on the basis of information provided by or on behalf of the Customer, BEKAERTDESLEE will at all times be rightfully entitled to assume the correctness and completeness of this information. If later it becomes clear that such information was incorrect or incomplete, BEKAERTDESLEE will be entitled, among other rights, to unilaterally adjust agreed prices without the Customer having the right to dissolve the agreement. The adjustment is charged with no mandatory prior notification of the Customer.

3. Ownership and right of use concerning information provided during the precontractual phase

3.1. All information provided by or on behalf of BEKAERTDESLEE  in connection with an Offer or otherwise, is Confidential Information and remains the property of BEKAERTDESLEE and must immediately be returned to BEKAERTDESLEE upon its request.

3.2. The Confidential Information is intended to be exclusively used by the party that requested the Confidential Information and to whom it was addressed to with respect to the evaluation of a possible cooperation. Any other use as well as full or partial release or forwarding to third parties as well as the full or partial printing or reproduction of this Confidential Information is prohibited unless and to the extent otherwise agreed in writing.

4. Delivery

4.1. Unless expressly otherwise agreed in writing, delivery will take place EXW (Ex Works), the factory as indicated in the order, Incoterms® 2020, within the target term of 4 months.

4.2. The delivery terms stated by BEKAERTDESLEE are merely indicative unless expressly otherwise agreed in writing. The Customer expressly forsakes the right to claim compensation or dissolution of the order, unless late delivery would be unreasonable for other reasons than as referred to in article 14.

4.3. The Customer accepts a difference of 10% above or below the number of goods ordered when compared to the number of goods delivered by BEKAERTDESLEE, irrespective of whether this is confirmed in an order confirmation.

4.4. The Customer is required to immediately take receipt of the goods, and to inspect them and check the numbers within 24 hours after receipt, whereafter the numbers are deemed to have been delivered in accordance with the agreement.

 

4.5. The Customer commits that it will take delivery upon request by BEKAERTDESLEE of the total number of goods ordered. Without prejudice to the other rights and remedies available to BEKAERTDESLEE, the Customer will compensate BEKAERTDESLEE for any (storage) costs incurred by BEKAERTDESLEE if delivery is not taken.

5. Delivery and invoicing to third parties

5.1. In deviation from the matters set out above, if the Customer requests BEKAERTDESLEE to deliver the goods ordered (“Confidential Information”) and/or to invoice, to a certain third party, including without limitation companies affiliated with the Customer (as defined in article 1:20 of the Belgian Companies and Associations Code) and subcontractors of the Customer,  the risk of delivery will remain with the Customer and the Customer will be liable for all debts of that third party related to such alternate delivery.

6. Complaints

6.1. All complaints submitted by the Customer with respect to the goods must state the unique identification number attached to the goods or their packaging. If the unique identification number is not stated, the complaint will be deemed not to have been received and will not entitle the Customer to any suspension or interruption of its obligations.

6.2. Complaints concerning any visible defects are only valid if submitted in writing by the Customer within 48 hours after delivery of the goods and provided the goods have not undergone any manipulation or were taken into use.

6.3. BEKAERTDESLEE only guarantees hidden defects if it has knowledge of them. That knowledge is not assumed, the Customer has to demonstrate it. The responsibility of BEKAERTDESLEE for hidden defects is limited to a period of 6 months after delivery. Defects that are discovered after delivery are assumed, until proven otherwise by the Customer, not to have existed at the moment of delivery.

6.4. BEKAERTDESLEE always reserves the right to replace defective goods as a result of which all claims of the Customer will lapse.

6.5. Returns can only take place with the written approval of BEKAERTDESLEE and does not comprise an admission on the part of BEKAERTDESLEE. Goods must be sent back in their original packaging free from freight and costs.

 

7. Liability

 

7.1. Any claim for compensation for damage in the context of the execution of works or delivery of goods by BEKAERTDESLEE shall be governed, within the legal limits, exclusively by the rules of contract law, even if the event giving rise to the damage could also give rise to an extra-contractual claim.

 

7.2.  Any claim for compensation for damage in the context of the execution of works or delivery of goods by BEKAERTDESLEE as an auxiliary, in the context of the performance of a contractual obligation between another (main) contractor and its principal may not be brought by such principal or third party against BEKAERTDESLEE, its employees and directors, and BEKAERTDESLEE’s contracting party shall at all times and in all cases indemnify BEKAERTDESLEE, its employees and directors against any contractual or extra-contractual claim.

7.3. Under no circumstances is BEKAERTDESLEE liable for damage caused by the customer, end user and/or third parties to the goods delivered or work performed.

 

7.4. BEKAERTDESLEE is never liable and is not obliged to pay any compensation for :

- damage which cannot be avoided by the method of work applied, if no written objections to this method of work were expressed by or on behalf of the customer prior to the execution, or if necessity and/or urgency demanded by or on behalf of the customer or the circumstances compel this method of work;

- damage, if the customer has provided insufficient or incorrect information on the basis of which the services or work to be performed by BEKAERTDESLEE have been determined and carried out.

 

7.5. BEKAERTDESLEE is not liable for any failure to perform its obligations caused by force majeure or unforeseen circumstances such as, but not limited to, special weather conditions, strike, mobilization, war, illness, accidents, communication and information breakdowns (hardship clause), government measures (e.g. in the context of health control).

 

7.6. If and only to the event that any liability of  BEKAERTDESLEE is proven, its liability shall be limited to direct damage, to the exclusion of any indirect damage, such as, but not limited to, loss of profit, financial or commercial losses, loss of production, loss of turnover, increase in general expenses, increased administration costs, loss or damage to data, loss of contracts, immaterial damage and loss of customers. Furthermore, any proven liability of BEKAERTDESLEE shall always be limited to the value of the work carried out or goods delivered (excluding VAT and other taxes and duties).

 

8. Deviations with respect to the goods themselves

8.1. Deviations between on the one hand the goods delivered and on the other hand goods, samples, demonstration models or images that were delivered previously cannot constitute a ground for rejection, discount, dissolution of the agreement or compensation if they are of minor importance.

8.2. Deviations between on the one hand the goods delivered and on the other hand the original design, drawing, copy or model cannot constitute a ground for rejection, discount, dissolution of the agreement or compensation if they are of minor importance.

8.3. When assessing the question whether deviations should be considered minor when compared to the total of the work, a representative random sample from the work is taken into account, unless it concerns goods determined individually.

8.4. Deviations that have no or a subordinate influence on the value in use of the work taking all circumstances into consideration, are always considered to be deviations of minor importance.

8.5. Deviations in the color of the goods delivered by BEKAERTDESLEE are always considered to be deviations of minor importance if the Customer did not indicate exact colour codes in writing together with its order.

8.6. Deviations in the materials incorporated in the goods delivered by BEKAERTDESLEE that are allowed under the conditions of sale applicable to these materials, are considered mutatis mutandis to constitute allowed deviations with respect to the goods delivered by BEKAERTDESLEE  to  the Customer. BEKAERTDESLEE will send the Customer at its request a copy of the relevant conditions.

9. Tolerances

9.1. BEKAERTDESLEE conforms to European standard EN 14976:2005 with respect to the specifications and test methods for mattress ticking and the tolerances included therein.

9.2. The Customer accepts the following tolerances as regards the goods delivered: concerning woven mattress ticking a tolerance of 1% concerning the length that was delivered and invoiced; concerning knitted and nonwoven mattress ticking a tolerance of 3% concerning the length that was delivered and invoiced; concerning all mattress ticking a tolerance of 5% concerning the stated mass per unit area. These tolerances are not considered to be a defect on the part of BEKAERTDESLEE and will not be subject to any compensation, set off or discount.

 

10. Packaging

10.1. If BEKAERTDESLEE considers such necessary, the goods will be packaged by BEKAERTDESLEE in accordance with the practices generally applied within the sector, unless the Customer has notified BEKAERTDESLEE at the latest at the moment of order placement of specific requirements concerning the required packaging units, the required characteristics or the nature of the packaging, and has accepted any surcharge with respect to such packaging methods.

10.2. Return packaging always remains the property of BEKAERTDESLEE. Return packaging will be properly stored by the Customer free of charge, until actual return. The Customer is obliged to return the return packaging in the same condition as it received this packaging. By accepting delivery of the ordered goods, the Customer acknowledges that it has received the return packaging in perfect condition.

10.3. BEKAERTDESLEE reserves the right to charge to the Customer a deposit per item of return packaging delivered. After returning the return packaging, BEKAERTDESLEE will issue a credit note concerning the deposit charged subject to deducting any costs resulting from damage.

11. Payment/Price

11.1. Unless stated otherwise in writing, all prices are exclusive of VAT and all other taxes, charges and/or levies. All taxes, charges and/or levies that concern the goods delivered or the transport thereof, are fully for the account of the Customer.

11.2. BEKAERTDESLEE expressly reserves the right to increase the price agreed with the Customer if between the acceptance of the order and the delivery of the goods, one or more costs undergo an increase (including without limitation the prices of freight, insurance rates, production costs, currency fluctuations, prices of raw materials, energy prices and wage costs), irrespective of the cause of such increase.

11.3. The invoices are payable without deductions, at BEKAERTDESLEE’s registered office in the currency stated on the invoice, and payment must be made by means of bank transfer to the account stated on the invoice, unless other payment conditions were agreed expressly in writing between the Customer and BEKAERTDESLEE.

11.4. As from the due date, default interest will be due on the invoice by operation of law and without notice of default, which interest will be equal to the Belgian statutory interest rate with a minimum of 12 % per year of outstanding amount. A fixed fee will also be payable by operation of law and without notice of default amounting to 10% of the payable invoice amount subject to a minimum of EUR 250 without prejudice to BEKAERTDESLEE’s right to claim a higher compensation subject to evidence of higher losses actually sustained. BEKAERTDESLEE has the right at all times to claim payment form the Customer of any collection costs incurred as a result of late payment by the Customer.

11.5. In case of non-payment of an invoice on the due date, all claims against the Customer that have not become due, irrespective of the agreement to which they pertain, become immediately due and payable by operation of law and without notice of default. If instalments were given or bills of exchange were signed, all payable amounts of any agreement whatsoever, will be due and payable immediately by operation of law and without notice of default if one instalment was not paid or if one bill of exchange was not paid on the due date.

11.6. Bills of exchange or securities that were accepted do not result in a breach of these General Conditions of Sale or in substitution of one debt for another.

11.7. The invoice date applies as delivery date subject to evidence to the contrary to be delivered by the Customer.

11.8. If the Customer fails to comply with its obligations, BEKAERTDESLEE reserves the right to suspend or cancel each performance of an order or all deliveries, also in the event a fixed delivery time has been agreed, without losing the right to payment and without prejudice to the higher stipulated compensation and default interest. Such suspension or dissolution takes place by operation of law and without notice of default and will be notified to the Customer by means of a letter. Any advance payments remain BEKAERTDESLEE’s.

11.9. Complaints about invoices must be notified to BEKAERTDESLEE in writing within 8 days after receipt of the invoice.

12. Guarantees

12.1. BEKAERTDESLEE always has the right, before starting performance of the order or before delivery or continuing the delivery or the performance of the order, to demand an advance payment or another form of security that is sufficient in the opinion of BEKAERTDESLEE for compliance with the Customer’s payment obligations. Refusal on the part of the Customer to pay the advance payment that has been requested or to provide the security that has been demanded entitles BEKAERTDESLEE to suspend or dissolve the agreement, without prejudice to BEKAERTDESLEE’s right to compensation of costs and lost profit. Such dissolution takes place by operation of law and without notice of default and will be notified to the Customer by means of a letter. Any advance payments remain BEKAERTDESLEE’s.

13. Retention of title

13.1. The goods to be delivered by BEKAERTDESLEE to the Customer remain the property of BEKAERTDESLEE until all that is owed as consideration pursuant to all agreements between BEKAERTDESLEE and the Customer has been performed in full, including without limitation payment of the price, costs, interest and any compensation. As long as such ownership continues to vest in BEKAERTDESLEE, the Customer does not have the right to dispose of the goods or to alter the goods by either subjecting them to the production process or by integrating them in another product or to mix them in any other way.

13.2. The risks of the loss or the destruction of the goods to be delivered pass to the Customer in full pursuant to the provisions of article 4. The Customer is obliged to insure the goods  under the retention of title against all risks customary in the sector and submit the insurance policy to BEKAERTDESLEE for inspection upon first request.

13.3. Until payment has been performed in full, the Customer will keep the goods as custodian on behalf of BEKAERTDESLEE in a fiduciary role and it is the Customer’s responsibility to keep the goods in a good condition and a good state of repair for its own account; the goods will be clearly separated from the other assets and clearly marked as being the property of BEKAERTDESLEE.

13.4. Until the moment at which the title to ownership is transferred to the Customer, BEKAERTDESLEE will have the absolute right to take the goods back, to sell them, to process them or alienate all or part of the goods, in which connection the title to ownership remains BEKAERTDESLEE’s. In implementation of the matters set out above, BEKAERTDESLEE, or any of its employees, agents or authorised representatives, has the right at any time to enter the locations where the goods or part thereof are located without prior notification, or is reasonably assumed to be allowed with a view to removing the goods to remove these from such locations. BEKAERTDESLEE has the right to apply for a court order in order to prevent the Customer from selling, relocating or otherwise alienating the goods.

13.6. The rights of the Customer as imminent buyer to acquire the goods will end on the earlier of the following dates: (i) on the due date of the agreed credit period if applicable; (ii) if it concerns a company that has been declared bankrupt or that performs any act that allows for a bankruptcy petition or if the Customer is liquidated or if the Customer terminates its commercial activities; (iii) if the Customer as imminent buyer is a company performs any act or omission that gives a receiver the right to acquire control of the goods or that gives any other person the right to submit an application for the dissolution of the company or to submit an application for appointment of an administrator.

14. Force majeure

14.1. If BEKAERTDESLEE is unable to comply with its obligations, permanently or temporarily, as a result of force majeure or as a result of unforeseen circumstances, BEKAERTDESLEE will have the right to request, and the Customer commits to this, that the content of its obligations will be amended to such an extent that performance remains possible.

14.2. Force majeure includes among other things any failure to comply with an obligation as a result of a non-attributable cause not intended by BEKAERTDESLEE, even if this circumstance was already foreseen at the time of the conclusion of an agreement with the Customer, including but not limited to: illness and the like on the part of qualified personnel; computer, and internet breakdowns, interruptions in the supply of energy, government restrictions (e.g. due to pandemic situations) and other similar causes in the business of BEKAERTDESLEE and in the business of third parties engaged by BEKAERTDESLEE.

14.3. In addition, BEKAERTDESLEE has the right to suspend compliance with its obligations and it will not be in default if it is temporarily prevented from complying with its obligations as a result of a change in circumstances that could not reasonably be expected at the time of the conclusion of the agreement and that are beyond its control.

14.4. Circumstances that could not reasonably be expected and that are beyond the control of BEKAERTDESLEE include a failure by third parties engaged by BEKAERTDESLEE to (timely) comply with their obligations or a failure to (timely) comply by BEKAERTDESLEE with its obligations due to fires, strikes or interruptions of work or the loss of the materials to be processed, tool breakage, import or trade prohibitions.

14.5. If compliance has become permanently impossible or the temporary impossibility lasts for more than two months,  both BEKAERTDESLEE and the Customer shall have the right by virtue of law, to dissolve the agreement between them without judicial intervention, by means of a registered letter to be sent to the other party, without either of the parties being entitled to any compensation for loss sustained or to be sustained as a result of the dissolution.

14.6. If BEKAERTDESLEE has complied with part of its obligation, it will be entitled to a proportionate share of the agreed price on the basis of the work already performed and the costs incurred.

14.7. If an obligation cannot be performed, BEKAERTDESLEE will immediately notify the Customer thereof in writing, stating the nature of the situation of force majeure and the circumstances that have caused it . BEKAERTDESLEE is not obliged to demonstrate that the circumstances are not attributable to it or were not foreseeable.

14.8. Force majeure will never be reason to cancel or delay a payment obligation.

 

15. Suspension and dissolution

15.1. If the Customer fails to comply with one of its obligations (including a payment obligation), BEKAERTDESLEE will have the right to dissolve the agreement, take back the goods for the value equal to the payment that has fallen due, and thereafter sell the goods again. To this end the Customer irrevocably authorizes BEKAERTDESLEE and its employees, authorized representatives and agents to enter all of the Customer’s sites and buildings, with or without vehicles, during normal business hours; this authorization will continue to apply despite the termination of the contract for any reason whatsoever and does not prejudice BEKAERTDESLEE’s other rights.

15.2. The parties have agreed that in case of dissolution of the agreement due to breach by the Customer, in addition to any amount being due under the agreement with the Customer,  BEKAERRDESLEE will be entitled to a lump sum compensation of 30 % of the contract value, unless a higher loss can be proved.

16. Testing

16.1. If the Customer requests BEKAERTDESLEE to conduct certain forms of testing, these will be entirely for the Customer’s risk and account. BEKAERTDESLEE is not obliged in any way to carry out these tests.

16.2. All required quality testing by BEKAERTDESLEE is carried on a best effort basis. The Customer may have access to the results of the tests upon request.

17. The costs and risk concerning use of manufacturing process, materials and subcontractors requested by the Customer

17.1.Customer accepts the entire risk and cost with respect to requests made to BEKAERTDESLEE to use (subject to BEKAERTDESLEE’s acceptance therof) certain manufacturing process, raw materials and/or semi-finished products, supplier and/or subcontractors, and BEKAERTDESLEE will not be liable for any delay in the delivery of the goods that is a consequence of such use.

 

17.2 The Customer will hold harmless BEKAERTDESLEE against claims from third parties result from the use by BEKAERTDESLEE as referred to in article 17.1.

 

18. Intellectual property

18.1. All intellectual and industrial property rights, including all patents, rights to inventions, copyrights and neighbouring rights, trademarks, trade names, domain names, rights to models and drawings, rights to computer software, database rights, rights to confidential information (including knowhow and trade secrets) and all other intellectual property rights, both registered and unregistered including all applications (or rights to apply for) and renewals or extensions, of such rights and all similar or equivalent rights or forms of protection that exist now or in the future anywhere in the world (hereinafter referred to as “Intellectual Property Rights”) concerning all goods produced or models designed by or on behalf of BEKAERTDESLEE continue to vest in BEKAERTDESLEE.

18.2. BEKAERTDESLEE reserves the right to state its name as author or entitled party on its goods.

18.3. To the extent necessary, BEKAERTDESLEE hereby grants the Customer a non-exclusive, temporary license to use, sell, offer for sale in the country where the Customer is established, process and alter the goods to be delivered, unless expressly agreed otherwise in writing.

18.4. To the extent items of property are delivered, including without limitation texts, designs, drawings, models and images, by the Customer, the Intellectual Property Rights pertaining thereto continue to vest in the Customer to the extent they do not infringe the abovementioned BEKAERTDESLEE Intellectual Property Rights. The Customer hereby grants BEKAERTDESLEE a worldwide, non-exclusive, perpetual, fully paid, irrevocable, transferable license to use the items of property for the production of the goods to be delivered to the Customer.

18.5. With the exception of intentional errors, BEKAERTDESLEE does not guarantee that the use and commercialization of the good does not infringe the intellectual property rights of third parties. All goods and models designed are created exclusively for the risk of the Customer. The Customer will hold harmless BEKAERTDESLEE for any claims for third parties with respect infringement of third party Intellectual Property Rights.

19. Advice, designs and materials

19.1. Information and advice provided by BEKAERTDESLEE, more in particular but without being limited thereto, in the area of materials, colors, manufacturing methods or design are merely general in nature and without obligation.

19.2. BEKAERTDESLEE does not accept responsibility for a design elaborated by or on behalf of the Customer, nor for any advice in connection with such designs. The Customer is responsible for the functional suitability of the materials or formats prescribed by the Customer. Functional suitability is defined as the suitability of the material or format for the purpose for which it is intended according to the Customer’s design.

19.3. BEKAERTDESLEE never accepts any responsibility for Intellectual Property,  parts and/or materials made available by the Customer or that were prescribed by it.

20. Indemnification

20.1. The Customer guarantees towards BEKAERTDESLEE that compliance with the agreement, inter alia by reproduction or publication of the items of Intellectual Property received from the Customer such as designs, copies, models, drawings, or photographs, does not infringe rights that can be enforced by third parties, in particular but without being limited thereto, pursuant to national or international regulations in the area of copyrights or any other Intellectual Property Right or the right with respect to the unlawful act or the unethical trade practices.

20.2. The Customer will hold harmless BEKAERTDSLEE both in and out of court against all claims third parties can or might bring against BEKAERTDESLEE pursuant to the abovementioned legislation or regulations.

20.3. The Customer declares that it fully disposes of the rights referred to in article

20.1. However, if reasonable doubt arises or continues to exist with respect to the correctness of the rights alleged by the Customer, BEKAERTDESLEE has the right but it is not obliged to suspend compliance with the agreement, without any liability, until the moment at which it is irrevocably established that BEKAERTDESLEE does not infringe third-party rights by complying with the agreement.

21. Confidentiality

21.1. The Customer commits that it will observe strict secrecy concerning all information of any kind whatsoever, such as financial, commercial, economic, technical, legal or any other information irrespective of its format, which it acquires from BEKAERTDESLEE (hereinafter referred to as “Confidential Information”)

21.2. All Confidential Information that is released, directly or indirectly, while applying these General Conditions of Sale remains the exclusive property of BEKAERTDESLEE.

21.3. The abovementioned duty of confidentiality concerning Confidential Information does not apply if the Customer is able to demonstrate that: (i) it is generally available to the public or has become generally available to the public, without any act or omission in this connection on the part of the Customer or any agent, advisor, employee, or other party affiliated with the Customer; or (ii) it was lawfully in the possession of or known to the Customer prior to receipt from BEKAERTDESLEE; or (iii) it was released to it in a lawful manner by a third party other than an employee, (sub)contractor, agent, joint venturer or partner of BEKAERTDESLEE or any other party that is subject to a duty of confidentiality towards it; or (iv) it was developed independently by employees of the Customer who do not have access to such information, without making use of any Confidential Information from BEKAERTDESLEE in this connection; or (v) there is a statutory obligation to release or disclose, on the understanding that the Customer notifies BEKAERTDESLEE as soon as possible of this obligation, if possible first consults with it concerning the mandatory release, and the revealing of such information is limited to the minimum required by law.

21.4. If the agreement is terminated, the Customer commits that it returns (copies of) the Confidential Information to BEKAERTDESLEE or to destroy them, such in accordance with BEKAERTDESLEE’s wishes.

21.5. The provisions of this article will survive the termination of the agreement between the parties for a period of 5 years from the moment of termination.

22. Processing of personal data

22.1. BEKAERTDESLEE’s processing of personal data is subject to the provisions of a separate Privacy Statement, which can be consulted on the BEKAERTDESLEE website.

Privacy Policy - BekaertDeslee

23. Miscellaneous provisions

23.1. These General Conditions of Sale and the rights and obligations that arise therefrom, or part thereof, can be transferred by BEKAERTDESLEE to third parties, whereafter BEKAERTDESLEE is released from further compliance with its obligations.

23.2. If one or more clauses from these General Conditions of Sale are declared fully or partially void or non-binding, such will not have any impact on the validity of the other clauses or the validity of the entire General Conditions of Sale. If BEKAERTDESLEE wishes to amend or replace the relevant clause(s), the amended or new clause will align as much as possible with the clause(s) that were declared void or non-binding.

23.3. These General Conditions of Sale comprise the entire and full agreement between BEKAERTDESLEE and the Customer and replace all other and previous oral agreements and/or written agreements that allegedly existed between them with respect to the same subject, with the exception of existing, special written agreements between the Customer and BEKAERTDESLEE.

23.4. BEKAERTDESLEE’s failure to claim strict compliance with the provisions of these General Conditions of Sale will not be considered to be any waiver or rejection thereof.

23.5. The Customer will perform purchases in its own name and for its own account and it will implement these General Conditions of Sale as an independent trader towards BEKAERTDESLEE. These General Conditions of Sale do not create an association, partnership or joint venture between BEKAERTDESLEE and the Customer.

24. Applicable law & Competence

24.1. These General Conditions of Sale and the commercial transactions following therefrom are subject to Belgian law to the express exclusion of the Vienna Sales Convention.

24.2. The parties undertake to resolve all disputes, including those with respect to the validity, the interpretation or the implementation of these General Conditions of Sale or arising from commercial transactions, however named, in an amicable manner by means of mutual consultation. If an amicable settlement is not possible, all disputes, including those with respect to the validity, the interpretation or the implementation of these General Conditions of Sale or arising from commercial transactions, however named, are submitted to the exclusive jurisdiction of the Courts of Ghent (Division Kortrijk).