These General Terms and Conditions apply to all legal relationships between Thomas & Ufkes BV, having its registered office at Brusselsesteenweg 136, 1785 Merchtem, Belgium, registered with the Brussels Enterprise Court, Dutch-speaking division, under VAT number BE1032.117.414 (hereinafter referred to as “Thomas & Ufkes”), on the one hand, and its customers, on the other hand (hereinafter collectively referred to as the “Parties”).
Any deviation from these General Terms and Conditions shall only be valid if agreed upon in writing. The customer may not rely on Article 5.74 of the Belgian Civil Code concerning the doctrine of hardship (imprévision).
Our rates, quotations, and offers are non-binding and subject to change. They shall only become binding once the Parties have signed a written agreement. Until such agreement has been signed, Thomas & Ufkes reserves the right to refuse any order, and all rates, quotations, and offers remain subject to price adjustments.
If the agreement is signed by multiple natural persons and/or legal entities, each signatory shall be jointly and severally liable for the performance of all obligations arising under the agreement. Accordingly, Thomas & Ufkes shall be entitled, at any time, to demand full performance of the agreement from any one of the signatories individually.
Unless otherwise stipulated, all agreed prices are exclusive of VAT. Thomas & Ufkes shall be entitled to pass on any price increases and/or additional charges imposed by governmental authorities, manufacturers, or suppliers, even after the agreement has been concluded. Thomas & Ufkes also reserves the right to revise the agreed price in the event of unforeseen increases in fuel costs, raw material prices, material costs, or labour costs. In such case, the customer shall be entitled to cancel the order. Under no circumstances may the customer rely on Article 5.97 of the Belgian Civil Code concerning price reduction.
Any delivery periods provided are indicative only. Exceeding a delivery period shall not entitle the customer to claim damages or to terminate the agreement. The risk in the goods shall pass to the customer as soon as the goods leave the warehouse of Thomas & Ufkes or its suppliers.
The customer undertakes to receive the ordered goods on the delivery date provided for in the agreement. If the delivery date is not met, the customer will be notified in due time. If the goods are not taken on the scheduled delivery date, a new, final delivery date will be sent to the customer by registered mail within eight days. If the goods are not taken on this date, the customer shall owe compensation in the amount of €125.00 per day. In any event, the risk passes to the customer as of the scheduled delivery date.
Upon receipt of the goods, the customer shall carry out an initial inspection, including verification of the conformity of the delivery and the presence of any visible defects. Any complaints concerning visible defects or non-conformity must, under penalty of forfeiture, be submitted to Thomas & Ufkes in writing, stating the reasons therefor, within 48 hours of delivery and, in any event, prior to the goods being put into use. Any complaints concerning hidden defects must, under penalty of forfeiture, be notified to Thomas & Ufkes by registered mail, stating the reasons therefor, within one month of delivery and, in any event, within eight days of their discovery. Consumers shall benefit from the statutory warranty period applicable to hidden defects. If no complaint is submitted within the above-mentioned periods, the customer shall be deemed to have approved and accepted the delivery. The warranty for hidden defects shall not apply where the damage results from improper use, misuse, or inadequate maintenance of the goods.
The following are expressly excluded from any warranty provided by Thomas & Ufkes: electrical equipment, tyres, springs, odometers, bodywork, accumulator batteries, and any other components that are subject to the warranty conditions of suppliers or manufacturers. The submission of a complaint shall not entitle the customer to suspend its payment obligations. If a complaint is found to be justified, Thomas & Ufkes may, at its sole discretion, repair or replace the goods, or compensate the customer up to a maximum amount equal to the invoiced value of the goods. The customer shall not be entitled to any additional compensation. In the case of second-hand goods, the goods are accepted in their existing condition (“as is”), and no warranty of any kind shall be provided unless expressly agreed otherwise. Consumers shall benefit from the statutory warranty regime applicable to second-hand goods.
Force majeure shall mean any circumstance beyond the reasonable control of Thomas & Ufkes and which could not reasonably have been foreseen, as a result of which performance of the agreement can no longer reasonably be required from Thomas & Ufkes. Force majeure shall in any event include, but shall not be limited to: delays by or breaches of contract committed by suppliers; shortages of or illness affecting labour, materials, or goods; inability to deliver due to governmental orders or legal requirements; inability to perform resulting from the fault or wilful misconduct of employees or third parties engaged by Thomas & Ufkes; war, adverse weather conditions, pandemics or any escalation thereof; transportation difficulties; breakdowns of machinery and/or equipment; and any other disruptions affecting the business operations of Thomas & Ufkes or its suppliers. Events of force majeure shall exclude any entitlement to damages, irrespective of the extent to which the performance of the agreement is affected. For as long as the force majeure event continues, Thomas & Ufkes shall be entitled, at a minimum, to suspend the performance of its obligations without being liable for any compensation to the customer.
If the force majeure event results in the permanent impossibility of performing all or part of the obligations of Thomas & Ufkes, Thomas & Ufkes shall be entitled to terminate the agreement without any liability to pay compensation to the customer. The occurrence of a force majeure event shall not entitle the customer to terminate the agreement or to suspend payment of any due and payable invoices.
Invoices are payable no later than 14 calendar days after the invoice date. Payment shall always be made unconditionally, without any unilaterally determined discount, deduction, set-off, withholding or suspension, for whatever reason. Payment shall be made to our bank account as stated on the invoice.
In the event of failure to pay in full within the scheduled payment period, the customer shall automatically and without prior notice be liable for interest on arrears at the rate of one percent per month, with each calendar month started being counted as a full month. In the event of non-payment within one month of the expiry of the payment term, the customer shall, in addition to the interest on arrears, be charged a lump-sum reimbursement for the administrative and collection costs incurred to collect the amounts due, consisting of a lump-sum compensation amounting to 20 per cent of the total outstanding amount, with a minimum of 75,00 Euro; to be increased by 40.00 Euro per reminder and to be increased with any other costs incurred such as the involvement of third parties in order to obtain the amicable and/or judicial collection of the amounts claimed. In case of late payment, any payment terms granted to the customer shall also expire, making all invoices fully and immediately payable.
All goods sold by Thomas & Ufkes shall remain the property of Thomas & Ufkes until full payment of all outstanding invoices has been received. Until such full payment has been made, the customer shall merely hold the goods on behalf of Thomas & Ufkes and shall not sell, transfer, pledge, encumber, or otherwise dispose of the goods. All goods rented or leased by Thomas & Ufkes shall at all times remain the exclusive property of Thomas & Ufkes.
The liability of Thomas & Ufkes shall never exceed the amount invoiced for the goods or services concerned, nor shall it exceed the amount actually paid out under the insurance policies maintained by Thomas & Ufkes. In any event, the liability of Thomas & Ufkes shall be limited to the extent permitted by mandatory applicable law.
The use, operation, or deployment of the goods by the customer or any third party designated by the customer shall take place entirely at the customer’s own risk and responsibility. Furthermore, the customer shall not be entitled to seek indemnification from Thomas & Ufkes for any indirect or consequential damages, including but not limited to loss of income, loss of profits, environmental damage, business interruption, damage suffered by third parties, or any consequential loss arising from or caused by the goods.
The costs related to the installation, maintenance or repair of the goods shall, unless otherwise stipulated, always be borne by the customer, even during the guarantee period.
Except for the statutory right of withdrawal applicable to distance purchases, as provided for in Book VI (Market Practices and Consumer Protection) of the Belgian Code of Economic Law, the customer shall have no right to withdraw from, cancel, or return an order. Should Thomas & Ufkes nevertheless agree to accept the return of goods, such return shall be subject to the conditions imposed by Thomas & Ufkes and all related costs shall be borne by the customer.
The parties may decide to terminate the agreement entered into between them in the following circumstances, to the extent permitted by law: a) by mutual consent, b) for breach of contract: either party may terminate the contract, with written notice and with immediate effect, if another party commits a material breach of any provision of the contract, which is irreparable or which, if remediable, has not been remedied within 30 days of a written request to that effect (or, if it is not feasible to remedy the breach within that period, if no reasonable steps have been taken within the 30 days to remedy the breach of contract), c) for insolvency: either party may dissolve the Agreement, with written notice and with immediate effect, if another party is unable to pay its debts or has appointed a provisional or judicial administrator or liquidator (or in each case mentioned above, the equivalent in another jurisdiction) or convenes a meeting of creditors or, for any reason, ceases its operations. If the dissolution of the Contract occurs on the initiative of the customer based on reasons for which we are liable, we shall remain entitled to the portion of the fees corresponding to the portion of the goods delivered up to the date of dissolution, without the customer being able to invoke Article 5.90(2) of the New Civil Code on anticipatory dissolution, nor Article 5.239 of the New Civil Code on the (anticipatory) exception of non-performance.
The customer’s personal data (including name, address, email address, telephone number, and other contact details) shall be processed by Thomas & Ufkes at its registered office for the purposes of performing the agreement, customer administration, after-sales services, and direct marketing communications. Direct marketing communications by post or electronic means shall only be sent where, and to the extent that, the data subject has provided prior consent where required by applicable law. Such consent may be withdrawn at any time, free of charge, by written notice to Thomas & Ufkes. Customers have the right to access their personal data and, where appropriate, to request the rectification or erasure thereof by submitting a request to Thomas & Ufkes together with proof of identity. For questions or complaints relating to the processing of personal data, customers may contact the Belgian Data Protection Authority (Gegevensbeschermingsautoriteit), Drukpersstraat 35, 1000 Brussels, Belgium. Customers may not object to the processing of personal data where such processing is necessary for the performance of the contractual obligations of Thomas & Ufkes or for compliance with its legal obligations.
The invalidity or nullity of a provision or part of a provision of the general terms and conditions shall not affect the validity of the remaining provisions or parts of provisions. This applies even if a provision is held to be unwritten. The provisions that are affected by nullity or invalidity remain binding for the part thereof that is legally permissible.
All disputes of any kind arising directly or indirectly from our agreements fall under the exclusive jurisdiction of the courts of the Arrondissement of Brussels. All our agreements are governed by Belgian law.
