General Terms and conditions B & C Consulting BVBA
1.1. The legal relationship and each agreement between BR-performance (B & C Consulting BVBA, with company number 0819.957.826, with commercial name ‘BR –Performance’ and headquarters at Molenweg 94 unit 2, 2830 Willebroek) and the client are exclusively determined by these general terms and conditions, unless agreed otherwise in a written agreement.
1.2. The general terms and conditions are available anytime on the website http://www.br-performance.be/nl-be/verkoopsvoorwaarden/. The general terms and conditions that are mentioned on the website at the moment of the order, apply and are deemed to apply on that order. By ordering or buying services or goods of BR-performance, using the website or otherwise, the client confirms that he or she has read these general terms and conditions and accepted them.
1.3. These general terms and conditions can be changed and adapted by BR-performance. Under no circumstances will the possible new general terms and conditions be applied on the agreement between the client and BR-performance. In the case one of these general terms and conditions are not valid, the other general terms and conditions are still applicable.
Information, offers and confirmation of the order
2.1. The information that is made publicly available by BR-performance (e.g. through the website) is general by nature and submitted to corrections and/or changes. That information itself is by principle not adapted to personal or specific circumstances. BR-performance maintains her right to alter the characteristics of her services and goods.
2.2. All offers of BR-Performance are solely informative and not binding upon our firm, they are valid during 14 days from the date of the offer unless otherwise agreed upon. The offers are based on the current prices and tariffs that BR-Performance applies. If these prices and tariffs change, BR-Performance maintains her right to change her prices proportionally. The offers of BR-Performance cannot be binding unless the client has signed or accepted them distinctively in another way, the client has adequate identified himself or herself and the offers are afterwards confirmed by BR-Performance. Each accepted offer and/or order creates an obligation for the client to pay.
2.3. BR-Performance is only obligated to render services after the concerning vehicle which is meant to receive the services has undergone an in situ examination. If during the in situ examination it becomes clear that the vehicle is not suitable to receive services, BR-Perfomance doesn’t compensate any transport costs.
3. Orders, prices and availability
3.1. Prices of services and goods of BR-Performance are solely informative and are stated in euro (EUR, €). The price equals the price as mentioned in the offer. The price is inclusive of VAT and exclusive of costs of submission and administration. Possible some orders include an additional cost for processing. Price can be submissive of fluctuations, but the products are charged based upon the prices that are valid at the time of the order as mentioned on the website or established otherwise or agreed upon between
BR-Performance and the client. Each increase of VAT-tariffs in the period between the order and the supply are to be borne by the client.
3.2. BR-Performance processes orders while stocks last and within the limitations as provided in the conditions. BR-Performance maintains her right to refuse orders when she has a serious suspicion of abuse of law or misconduct by the client. Each cancellation of an order has to be done in writing and has to be accepted in written.
3.3. Possible extra services, like composing reprogramming and installation will be separately invoiced. If the client wishes such extra services to be rendered, the client will receive at the client’s request an estimate of costs. If any unforeseeable cost related to the programming would occur, the client will be informed beforehand, verbally or written, but only if the estimate will exceed 30% of the estimation. If the client decides not to have such extra services rendered after having received an estimate, the client will be bound to pay all costs related to the particular estimation of costs for extra services.
4. Shippings, supplies and acceptance
4.1. BR-Performance supplies the orders of services and/or goods at the time, place and circumstances (as provided in the confirmation of the order and normally after full payment of the price).
4.2. Supply terms are only provided for as information and are hence not binding, unless expressly agreed upon between parties. Delays in execution may never lead to damage compensation or dissolution of the agreement. Supplies are consequently done on behalf of the client, the client is accounted for the costs and risks (e.g. storage, handle, transport).
4.3. Supplies are considered to be accepted unless explicitly contested by registered letter addressed to BR-Performance, sent within (14 days) after supply.
5.1. The provisions of this article apply only for clients who are consumer when placing an order for a product of BR-Performance using the website. The client has only in that case the right to repeal his order without giving a reason during the period of 14 days. The period of repeal expires 14 days after the day on which the client or a third person acting on behalf of the client, who is not the transporter, is physically in possession of the product.
5.2. To exercise the right of repeal, the client must inform BR-Performance by means of an unequivocal declaration (registered or e-mail) of her decision to repeal. In order to comply with the period of repeal, the client must send her decision during the period of repeal. The client must return the product immediately, or no later than 14 days after the day of her decision to repeal.
5.3. The direct costs of returning the product are charged to the client. If the returned product is reduced in value in one way or another (for example, due to damage), BR-Performance reserves the right to hold the client liable and to ask compensation of the client for each decrease of value of the goods which is the result of the use of the product by the customer that goes beyond what is necessary in order to determine the nature, characteristics and functioning of the product. Only the product in its original packaging along with all accessories, instructions and invoice or sales receipt can be returned. If the customer repeals the agreement, BR-Performance will all up to that point received payments of the client in relation to the returned product, refund to the customer. For sale agreements BR-Performance will withhold the reimbursement until it has received the goods back. If by choice of the client the type of supply is different from the proposed supply, the additional costs are not reimbursed by BR-Performance.
5.4. The right of repeal does not apply to the supply of a product specified by the customer or products which are clearly intended for a specific person.
5.5. In all other cases the principle applies that if the client or BR-Performance do not fulfil their commitments, such as the timely and full payment by the customer, cancellation of the order after its confirmation or supply by BR-performance, the other party not in default has the right to terminate the agreement without judicial authorization and without prior notice. In this case the defaulting party is required to compensate the other party a sum amounting to 30% of the price of the products ordered, notwithstanding the right of the creditor to claim higher compensation provided proof of higher actual damage. After supply, even of a part of the order, the order cannot be cancelled.
6. Control, guarantee and liability
6.1. The client should at once receive the supply of the goods and check them. The customer must inform BR-Performance of any complaints within five days after supply of the product or service by registered letter. If the customer notices immediately that there is a problem with the supply of the product or service, he should only accept the good under written reservation.
6.2. The products are guaranteed against hidden defects for one year from the supply under the following conditions. Hidden defects are defects which make the product unsuitable in a significant way for its normal use.
6.3. The deposit cannot be invoked:
6.3.1. By improper use of the product;
6.3.2. When the maintenance is done by a company other than BR-Performance;
6.3.3. When any damage caused by an Act of God (as defined below);
6.3.4. In case further, not adapted, equipment is connected to the sold product;
6.3.5. When intentional damage to the product is caused by the customer;
6.4. The deposit cannot be invoked in case of trouble with the vehicle due to age (>5year OR >100.000km), wear and tear, malfunction due to poor maintenance or product failure by the vehicle manufacturer.
6.5. Subject to forfeiture, the client must rely on the guarantee against hidden defects within one month after he discovered the hidden defect or could reasonably have detected the hidden defect and this by registered letter;
6.6. The guarantee is limited consequently to the free repair or the cost of spare parts and labor, excluding indirect damage, non-material damage, the cost of returning to BR-Performance, and the cost after of returning to the client and without the client, for whatever reason, being entitled to any compensation. The guarantee is limited in any case to the replacement of the defective product, provided replacement is possible. If replacement is not possible, the warranty is limited to refund of the price paid and repossession of the defective product, to the extent possible. The guarantee is limited to the amount for which BR-Performance is insured under its B.A.- insurance (currently 50.000,00 EUR). Even in case of a heavy fault, the liability of BR-Performance is limited to the sum of 25.000,00 EUR.
6.7. Subject to forfeiture, visible defects or damages should be mentioned at the moment of supply. The use, of even a part of the supply implies the approval of the defects or damage. Signature of the rendered services documents is a non-refutable presumption that the services have been delivered.
6.8. If the manufacturer guarantees a shorter guarantee, than the maximum guarantee of BR-Performance, the guarantee will be limited to the manufacturer’s guarantee period.
6.9. BR-Perfomance may only be held liable in case of intent or heavy fault. BR-Performance may only be held liable for all the commercial information provided by BR-Performance in case of intent or heavy fault.
7. Property transfer, supply and retention right
7.1. The supplied goods remain property of BR-Performance, even if these goods were modified or incorporated, until full payment of the price, i.e. principal amount, interests, costs and taxes. As long as there is no full payment, the client cannot use, sell, pledge, or use the goods as guarantee in favor of third parties. Not withholding this reservation of ownership, the risks will be transferred to the client on the moment of supply. As from supply the client bears all risks concerning the sold goods.
7.2. Supply happens ‘ex works’.
7.3. If the client is in default to pick its vehicle and/or other parts up in time, a custodian fee may have to be paid.
7.4. If the client cannot put in time its vehicle as agreed upon, the client will have to inform BR-Performance at least 48h in advance, in writing and unambiguously.
7.5. Non-annulment or late annulment will lead to a lump sum damage compensation, equal to 200,00 EUR, per vehicle. Client will have to pay this amount within 8 days after written notification by registered letter.
8. Invoice and payment
8.1. Except differently mentioned at the invoice, the price is to be paid upon receiving the goods.
8.2. In case of non-payment, the unpaid part of the invoice will automatically and without prior notification accrue interest day to day depending on the nature of the legal relationship (consumer or enterprise), (i) the interest for consumers will be equal to the Belgian legal interest rate, more 5% and not lower than 10% per year (ii) interest according to article 5 of the Law of 2 August 2002 concerning late payments in commercial transactions for non-consumers.
8.3. Moreover, a damage compensation is due without prior notification in the form of a lump sum equal to 15% for the non-payment or late payment up to 1500,00 EUR with a minimum of 120,00 EUR. For non-payment or late payment as from 1501,00 EUR until 10.000,00 EUR the damage clause entails 10% of the invoice. For non-payment or late payment for amounts more than 10.000,00 EUR a damage clause is applicable of 8%. This damage clause covers the extra-judicial collection costs and does not affect in any way the possibility for BR-Performance to collect the judicial collection costs.
8.4. In case of non-payment BR-Performance retains its retention right, until full payment has been received.
9. Act of God
‘Act of God’ means : each circumstance which BR-Performance could not have taken into account at the moment of closing agreement and due to which the normal execution of the agreement could reasonably not be expected from the client, such as war, threat of war, independently whether Belgium directly or indirectly is involved, full or partial mobilization, state of emergency, revolt, sabotage, floods, fire or other destructions and damages in factories or warehouses, exclusions, company lock-outs, labor strikes, breakage of machines or tools or other malfunctions in BR-Performance or in firms where BR-Performance makes use of goods, commodities or other appliances or where BR-Performance renders services, public authority restrictions or public measures of all kind, encumbrances due to unfavorable weather conditions, scarcity of transport means, restrictions or encumbrances of the production and/or supply of goods, commodities or excipients, fuels and/or energy.
10. Intellectual rights of BR-Performance
10.1. The goods, services, content and all parts of the website of BR-Performance (including all trademarks, logos, designs, drawings, data, product and/or company names, texts, images, software etc.) are protected by intellectual rights (i.e. copyright and trademark law) belonging to BR-Performance or third parties with authorization of BR-Performance. The client is not entitled, for any reason, to modify, copy, distribute, send, re-offer, reproduce, publish, cede under license, transfer or sell to create works derived from the elements earlier mentioned, any given information or content. Supply of goods or services by BR-Performance does not imply any transfer or providing of her intellectual rights. It is not allowed for any reason, to establish an automatic link between the website of BR-Performance and another website or any link that automatically returns to the BR Performance website, without the consent of BR-Performance.
10.2. In particular, the software offered by BR-Performance remains the exclusive property of BR-Performance. The client is provided with a personal, temporary and non-exclusive right of use, which the client may under no circumstances transfer, relinquish, pledge, remit or lend, neither for valuable consideration nor for free. It is prohibited that the client copies software. It is prohibited that the client translates, modifies, arranges or otherwise changes in any way the software without written consent in advance by BR-Performance. Upon termination of the use of software, the client will destroy all software applications, together with the appending documentation and manuals. The client engages to keep the software confidential.
10.3. Any breach of intellectual rights of BR-Performance can lead to civil and criminal proceedings in accordance with ruling Belgian legislation.
11. Disputes and competence
11.1. In case of disputes between BR-Performance and the client related to services rendered by BR-Performance, the purchase of goods of BR-Performance and/or the applicability or interpretation of these general terms and conditions, or the agreement between the client and BR-Performance solely the courts of Mechelen will be competent.
11.2. The contractual relations between parties, to which these general terms and conditions apply, will be exclusively dealt with under Belgian Law. If a right is not claimed or a sanction is not applied by BR-Performance, it does not result in BR-Performance wavering her rights to claiming her right or the sanction. Invalidity or unenforceability of one of the foreseen clauses in the contract, will not lead to invalidity or unenforceability of the other clauses.
12. Processing of (personal) data and privacy
12.1. The client is solely responsible for the accuracy of any information he or she gives to BR-Performance via the website or otherwise. The client must identify himself or herself adequate when placing an order.
12.2. The personal information that the client transfers to BR-Performance, are stored in the files of BR-Performance. The client gives her consent that this information will be used to render and supply the requested services and goods by the client, follow-up the agreement and updating the client of additional information. In addition, BR-Performance reserves her right to use this information for commercial purposes, account management, marketing, prevention of fraud and to improve the services of BR-Performance in general.
12.3. Processing of this data is done in accordance with the law of 8 December 1992 concerning the protection of the personal privacy.