General terms and conditions

March 2024 - Version 3.0

Definitions 

• Bebat PRO: Seller of the products;
• Cus​tomer: legal entity or natural person that trades with Bebat PRO;
• Products: Collection containers: ASP container(s), storage drum(s) or collection units/displays with or without telemetry and other battery-related products and services sold by Bebat PRO; 
• Supplier: A partner hired by Bebat PRO to perform the service that the Customer requests from Bebat PRO. 

Placing a sale order - 'Products'

1. Scope of application

By placing an order ("Order") with Bebat PRO, the Customer ("Customer") is deemed to have read and accepted these General Terms and Conditions of Bebat PRO and to have waived its own general (sales) terms and conditions, if any. 

In the event of conflicting provisions, the provisions of any other written document that was drawn up mutually between Bebat PRO and the Customer shall prevail. 

All sales of the products made by Bebat PRO take place in accordance with these general terms and conditions. These conditions apply to all deliveries and services are performed by Bebat PRO, as well as to all supplementary orders. 

2. Offers & orders  

Each order by the Customer is only binding after sale order confirmation by Bebat PRO. In the event of an order on price list by the Customer, Bebat PRO expressly reserves the right not to accept such an order and to withhold the sale order confirmation. Problems or facts that may have cause delay in delivery will be reported to the customer immediately. If the delay exceeds a surplus of more than 30% of the initially agreed delivery period, the customer can request compensation of 10% of the invoice amount after a written delivery reminder. 

Offers of Bebat PRO are without obligation and have a validity period of 30 days after their date. 

3. Prices  

The prices are agreed in writing and - unless agreed otherwise - are exclusive of VAT, transport costs, customs and excise duties or other owed charges. Price lists apply exclusively for the reference period, without prejudice to the right of Bebat PRO to adapt the prices at its own discretion or to withdraw Products from the market during the reference period; Furthermore, Bebat PRO has the right, in the event of cancellation of and order or cancellation or early termination of a purchase agreement by the Customer, to demand supplementary actual damages. 

Any price revision will take place in accordance with the legally authorised standards. In that event, the new price will be mentioned on the front of the invoice. 

4. Delivery  

Bebat PRO shall make reasonable efforts to meet any agreed date or time of delivery. Bebat PRO can freely call upon a Supplier that is hired by it to perform a service (e.g. transport) that is requested by the Customer from Bebat PRO in combination with the purchased Products. The Supplier's capabilities and credentials are covered by Bebat PRO and based on quality, safety and durability. 

Bebat PRO's delivery obligation is suspended so long as the Customer finds itself in default with regard to any payment owed to Bebat PRO, or any company affiliated with Bebat PRO (article 1:20 of the Belgian Code of Companies and Associations), without any format notice of default and without prejudice to the right of Bebat PRO or the company involved to claim damages. Unless expressly provided otherwise (the Customer has to indicatie preliminary the option of the transport modalities; FCA or DPA), the delivery of the products applies 'FCA',.e. Bebat PRO satisfies its delivery obligation vis-à-vis the Customer by delivering the products on its own site. Bebat PRO can give its consent to have the products picked up directly at other locations where they are available, which is also equivalent to delivery. The delivery applies as receipt and approval by the Customer, without written plaint within 10 working days, and releases Bebat PRO from all liability for visible defects. The delivery transfers the risk regarding what is delivered to the Customer. In accordance with article 1648 of the Belgian Civil Code, the damages claim for latent defects must be submitted by the Customer within a brief period. Any damages shall not exceed the price of the services and the delivery. 

The Products collection containers are delivered by Bebat PRO to the location designated by the buyer, which must be clearly communicated in advance by the Customer. The Customer (or its representative) must be present at the time of delivery. The Customer itself is liable for alle damage and costs deriving from the installation of the Products collection container in difficult-to-reach places or in case of its improper installation. 

Bebat PRO advises the Customer to position the collection containers it has purchased in a safe and easily accessible place in accordance with the size and the weight of the containers and the type of transport necessary to move such containers. 

The ground should be flat and hardened so as to make movements with a pallet jack possible. For safety reasons, the Products containers of Bebat PRO are preferably installed outdoors or, if indoors, in an adequately ventilated space. In the event of an incident with the (battery waste) contents of e.g. ASP container(s) and Product drum(s), significant amounts of smoke can develop, this associated with and in the case of a proper and normal functioning of e.g. a Product container. 

5. Transport and risk  

All transport takes place in accordance with the agreed Incoterm FCA or DAP. The risks associated with the transport, delivery or repair of the Products, or the risks associated with their storage, are borne by the Customer. 

6. Quality and quantity   

Bebat PRO guarantees that the Products will be of good quality and will meet the specifications for the Products agreed in writing, if applicable. For some Products, Bebat PRO can present a test certificate or report as agreed between the Customer and Bebat PRO. Bebat PRO cannot be held liable for any consequences that might derive, directly or indirectly, from the use of the Products by the professional Customer. However, in the case of sales between professionals, the legal rules on hidden defects apply. 

7. Guarantees, acceptance, inspection and complaints 

All guarantees are expressly excluded in so far as the law allows for professional users. Unless expressly agreed in writing, Bebat PRO grants nog specific guarantees on the Products it delivers. If a guarantee is or should be granted by Bebat PRO, it lapses if the guaranteed Products are repaired, modified, or improperly used by the Customer. If Bebat PRO's confidence in the Customer's creditworthiness is impaired due to acts of judicial execution and/or other demonstrable events that cast doubt upon and/or make it impossible to have confidence in the proper fulfilment of the obligations assumed by the Customer, Bebat PRO reserves the right to demand suitable guarantees from the Customer. If the Customer refuses to satisfy such demands, Bebat PRO reserves the right to cancel the services or deliveries or a part thereof, even if a part of the Products are delivered or services have already been performed, except when the related invoices are paid.
Without prejudice to its right to inspect the Products, the Customer must immediately receive the Products when offered. All costs that Bebat PRO incurs in connection with the Customer's negligent refusal to receive the Products shall be borne by the Customer. Upon arrival of the Products and prior to any use of the Products, the Customer is responsible for inspecting the condition, quality and quantity of the Products, as well as their conformity with the specifications, in so far as applicable. Any complaints must be notified to Bebat PRO in writing within 10 (10) working days. Defects that could not have been discovered even after a careful inspection must be brought to the knowledge of Bebat PRO within five (5) working days after their discovery. Such claims must be sent by e-mail (with read receipt), registered letter (with return receipt) or by courier to Bebat PRO to the attention of the contact person assigned to the Customer. 

The Customer loses all rights to complain of defects if the Products were improperly filled, installed, handled, stored or stacked by or for the account of the Customer. Any defects will be jointly established by representatives of Bebat PRO and the Customer within a reasonable periode after the Customer has reported the defect. In the meantime, the Customer will take all temporary measures that are in the interest of Bebat PRO. For claims accepted by Bebat PRO, it will (i) repair the Products if possible 'on-site' or if the Customer on his costs had made the Products available for Bebat PRO (ii) delivery supplementary or replacement Products at its own expense; or (iii) wholly or partially reimburse the invoiced amount or issue a credit note. These measures are deemed to fully compensate the Customer, who is not entitled to pursue any further claims or demands for that specific defect on any basis whatsoever. 

8. Payments  

Payments must be made to the seller and in accordance with the terms and conditions of the invoice within 30 days. The amounts mentioned on the invoice are exigible without any deduction or setoff, unless with the written consent of Bebat PRO. Payments must be made to the address of Bebat PRO onto its bank account number. Every claim relating to the invoice must be submitted to Bebat PRO within 10 calendar days after receipt, in the manner defined in article 7 above. The prices are payable in the currency mentioned on the invoice. Any loss resulting from the volatility of the exchange rates shall be borne by the Customer, unless agreed otherwise in writing. All amounts in EUR are fully payable in EUR, regardless of any change in a different official currency unit within the territorial jurisdiction of the Customer. The sole fact of non-payment, even partial, on the indicated due date shall be regarded as a default, without advance notice to the Customer. In the event of non-payment, the invoice amount will be increased by the administrative costs incurred in the matter. In addition, an annual late-payment interest of the legal interest is owed in case of non-payment. 

The late-payment interest is charged per commenced month. The penalty clause and the late-payment interest are owed without any demand being required. 

In case of challenge, the invoice must be protested within 10 days after receipt. The protest must be made in writing. All costs that Bebat PRO must incur in order to exercise and preserve its rights, such as judicial and extrajudicial collection costs, shall be borne by the Customer. 

Unless expressly stated otherwise in writing, the buyer of Customer must pay the invoice amount for each order in full. Bebat PRO is authorised not to perform the assignment in the absence of payment of the full invoice amount. 

If the Customer does not meet a payment date, (i) all other unpaid invoices become immediately exigible after a written reminder notice of default being required and (ii) Bebat PRO reserves the right to suspend or stop further deliveries of the same order to the Customer. In the event that Bebat PRO and the Customer agree that Products will be delivered and/or invoiced to a third party, the Customer remains fully liable for the fair and proper execution of the purchase agreement or order. Bebat PRO communicates any changes of bank data for payments by the Customer exclusively in writing or via e-mail, never by telephone or fax. 

Any natural person or company that places orders for the account of third parties with the request to invoice them to third parties stands surety for such third parties, in accordance with articles 1120 and following and articles 1200 and following of the Civil Code and is personally liable for the payment, in so far as the third party remains in default with respect to paying the invoice within the contractually specified period, even if Bebat PRO agreed with the method of invoicing. 

9. Reservation of title   

The Products shall remain the property of Bebat PRO until full payment by the Customer of the invoice(s) involved. The Customer shall handle the Products delivered under reservation of title with the necessary care and have them properly insured. So as long as the ownership has not transferred to the Customer, the latter may no process or resell the Products otherwise than within the framework of normal business operations, may not pledge the Products or grant to third parties any other right to these Products. 

10. Force majeure  

Bebat PRO shall not be deemed not to have fulfilled its contractual obligations due to delay in or failure of performance, if such delay or failure was due to a cause beyond its reasonable control, including but not limited to force majeure in the EU; explosions, floods, extreme weather conditions, fire, accident, war, terrorism, civil riots, industrial disputes or actions, strikes, lock-out, interrupted supply of raw materials, import or export regulations or embargoes. If Bebat PRO is impeded by such an event, it must immediately inform the Customer of the suspension. If its obligations are suspended as mentioned above, Bebat PRO shall immediately resume performance of these obligations after the event has been resolved and shall inform the Customer thereof. If such an event continues for more than ninety (90) days after the anticipated delivery date, the Customer may terminate the contractual relationship effective immediately. 

11. Termination  

Without prejudice to the other contractual sanctions that each party may have, each party can terminate the contractual relationship in whole or part effective immediately by informing the other party thereof by registered letter (with acknowledgement of receipt) or by e-mail if (i) a party commits an essential breach of its contractual obligations which cannot be remedied or which, if remedy is possible, is not in fact remedied by the party in breach within thirty (30) days after notification thereof; (ii) a party becomes insolvent, enters into liquidation or bankruptcy or has a trustee appointed for it or reaches a settlement in favour of its creditors; or (iii) a party ceases or threatens to cease its business activities. Each order that is in effect on the date of the termination notice and whose execution has not yet begun shall, where applicable, be terminated at the discretion of the party not in breach. On the effective date of termination, the Customer shall settle and take possession of all Products that were already produced or purchased by Bebat PRO within the framework of the contractual relationship between the Parties. Full or partial termination leaves the validity of Bebat PRO's General Terms and Conditions intact. In any event, articles 12, 13 and 14 shall remain in force even after termination or expiry of the contractual relationship between the parties. 

12. Liability  

Bebat PRO is not responsible and can under no circumstances be held liable for any form of loss or damage caused by: (a) errors or negligence of the Customer or a third part; (b) products and services of third parties; (c) the faulty functioning or non-functioning of the internet connection, broadband connection or other service or infrastructure over which Bebat PRO has no control; (d) ban incorrect use of the Products; (e) brief interruptions in the availability or functioning of the Products as a result of technical repair. 

In so far as legally allowed, neither Bebat PRO nor its employees or agents are liable for any indirect, special (e.g. smoke development and/or smoke damage), incidental or consequential loss (for example, loss of profit or turnover, loss of data, loss of use, repair costs, production costs, damage to reputation or loss of customers). In so fas as authorised by the applicable laws, the compensation that the Customer can demand from Bebat PRO or vice versa for direct damage shall never be higher than the price of the Product in question. If the preceding limitation of liability is deemed invalid under the applicable law, the total liability of Bebat PRO notwithstanding articles 5 and 7 shall never amount to more than 25,000 euros or the equivalent thereof. 

The Customer shall indemnify Bebat PRO for and defend against all claims based on any modification of the Product by someone other than Bebat PRO.

13. Intellectual property rights 

The Customer may under no circumstances lay claim to the intellectual property of the Products or parts thereof, including the specifications. 

14. Confidentiality   

The Customer and Bebat PRO shall keep the terms and conditions of the contractual relationship between the Parties strictly confidential and not disclose them to third parties. This concerns all confidential, sensitive or company-specific information about Bebat PRO or the Customer and its Products or Services (including but not limited to technical or commercial know-how, specifications, intellectual property and processes) that are made known to the Customer by Bebat PRO ("Disclosing Party") or vice versa in writing, electronically or orally during the period of the contractual relationship, unless specific mutual consent is given to such disclosure in a writing signed by an authorised representative of the Disclosing Party. 

15. Miscellaneous  

Absolutely no amendment, adaptation or waiver of the General Terms and Conditions of Bebat PRO shall be binding for one of the parties unless this takes place in writing and is properly signed by both parties. If a provision of the General Terms and Conditions is or becomes wholly or partially invalid or unenforceable, such invalidity of the rest of the provision or of other provisions. The invalid or unenforceable provision will be replaced by a valid and enforceable one that corresponds as closely as possible to the economic goal of such invalid or unenforceable provision. 

Bebat PRO shall not transfer its obligations under this agreement to third parties, with the exception of the right of Bebat PRO to transfer to a third party payment claims against the Customer without the latter's consent. The Customer may not transfer its rights or obligations under the contractual relationship with Bebat PRO to any third party (including affiliated companies) without Bebat PRO's prior written consent. 

16. Data management   

If the Customer places an order with Bebat PRO, these data are recorded in the customer database of Bebat PRO. Bebat PRO complies with the Law on the processing of personal data and will not provide the data to third parties. Bebat PRO respects the privacy of the users of its internet site and ensures confidential handling of the personal data connected with the Customer in accordance with the applicable legislation. 

In some cases Bebat PRO makes use of a mailing list. Each mailing contains instructions on how to have the Customer (and more specifically the latter's contact persons) removed from this list. The Customer accepts that Bebat PRO can collect via third parties non-personal data (logistical data via telemetry) linked to the purchased containers at the Customer's for logistical operational purposes (technical information such as filling degree, traceability, possible pickup routes and other logistically useful information). 

17. Law and disputes  

Customary commercial clauses are interpreted in accordance with, and each reference to an Incoterm is a reference to, the Incoterms® 2020. The General Terms and Conditions of Bebat PRO as well as all legal relations between the Customer and Bebat PRO are governed by Belgian law, with exclusion of the CISG (1980) or the Vienna Convention. 

The Parties shall in the first instance attempt in good faith to resolve all disputes deriving from or relating to the Bebat PRO General Terms and Conditions or all legal relations between the Customer and Bebat PRO amicably and via negotiation. Should this prove impossible, the competent courts of Leuven (Belgium) shall have exclusive jurisdiction.