General Terms and Conditions of Sale – B-TOKEN SRL (version applicable from 01 January 2022)
1. General points
1.1. Unless otherwise agreed in writing between the parties, these General Terms and Conditions of Sale ("GTC") shall apply to all offers, quotations and confirmations of orders, and to all contracts (including contracts via the b-token webshop (https://www.b-token.pl/) concluded between b-token SRL, whose registered office is at 2470 Retie, Veldenstraat 14, Belgium, and which is registered with the Crossroads Bank for Enterprises under number 0806.151.756 ("b-token") and any company within the meaning of Article I.1.1° of the Belgian Code of Economic Law ("CDE") (hereinafter referred to as the "Professional Buyer") or any consumer within the meaning of Article I.1,2° of the CDE (hereinafter referred to as the "Consumer Buyer"); the Professional Buyer and the Consumer Buyer being hereinafter jointly referred to indistinctly as the "Buyer".
1.2. The GTC shall be communicated to each Buyer prior to placing the first order with b-token, and at the same time as the transmission of the customised quotation prepared by b-token for the Buyer. By placing an order with b-token for the first time, the Buyer acknowledges that they read these terms and conditions before placing the order, agree with the content and application of these GTC and with the language in which they were written and expressly waives the application of their own terms and conditions, even if these terms and conditions state that they are exclusively applicable.
1.3. The GTC are understood to be applicable from the time of the conclusion of the first order by the Buyer, and from that time on also with respect to all subsequent orders placed by the Buyer with b-token.
1.4. The GTC prevail over and exclude the application of any other document issued by the Buyer (such as, for example, its general terms of purchase or its other special terms and conditions, which the Buyer expressly waives even if they stipulate that they alone are valid), on any medium on which said terms and conditions may appear.
1.5. Any reference by b-token to an order placed by the Buyer on which the Buyer's general terms and conditions may appear shall be deemed to be of a purely indicative nature and shall not call into question the agreement of the Buyer and b-token to the exclusive application of these General Terms and Conditions of Sale. b-token may amend these GTC at any time, with the understanding that the amended GTC shall apply to the first order placed after the notification of this new version of the GTC to the Buyer, and to all future orders.
1.6. A failure by b-token to invoke any clause of these GTC shall not be construed as a waiver of b-token's right to benefit from such clause or the GTC in their entirety. Any waiver by b-token of any provision of these GTC shall only be considered if such waiver is made in writing by b-token.
2.1. General points
2.1.1. At the request of the future Buyer, b-token will prepare a personal quotation that includes all the requests made by the former, the prices proposed in this respect, and these GTC. Unless otherwise expressly agreed, all offers and quotations by b-token are valid for a period of thirty (30) days from their date of issue. The prices stated in the offer/quotation are only valid if the offer/quotation is accepted in full by the Buyer.
2.1.2. An order is only valid and binding on b-token if b-token has confirmed it in writing (e.g. by an order confirmation letter or by e-mail). The contract of sale between b-token and the Buyer shall therefore be deemed to be concluded only from the moment when b-token has confirmed the Buyer's order. b-token is never obliged to accept any order and is entitled to refuse orders on objective grounds or for legitimate reasons, in particular if (i) the order placed by the Buyer does not comply with the GTC, (ii) one or more previous orders placed by the Buyer have not been paid in full by the agreed due date, (iii) there is an ongoing dispute regarding the payment of one or more of the Buyer's previous orders, (iv) the Buyer has outstanding debts to b-token, or (v) due to the unavailability of the products ordered by the Buyer.
2.1.3. b-token shall not be liable for any incorrect or incomplete information provided by the Consumer Buyer.
2.2. Cancellation and changes
2.2.1. Any order placed by the Buyer constitutes an irrevocable intention to buy, and is therefore understood to be firm and final.
2.2.2. Without prejudice to the foregoing, the Consumer Buyer may, after placing the order and before the order leaves the premises of b-token, cancel the order by sending an email to this effect to the attention of b-token at the following email address: email@example.com. However, the order may never be cancelled if the order concerns goods made according to the specifications of the Buyer or clearly personalised.
Where applicable, b-token shall confirm the cancellation to the Consumer Buyer and refund the amounts already paid. If, however, the Buyer's order has already left the premises of b-token when the Consumer Buyer notifies b-token of their wish to cancel their order, this order may only be cancelled subject to b-token's prior agreement (cf. Article 2.2.3.), subject to payment of the compensation provided for in Article 2.2.6., with the exception of the Consumer Buyer's right of withdrawal, if applicable, in accordance with Article 4 of these GTC and the Appendix thereto.
2.2.3. Without prejudice to Article 2.2.2, a change or cancellation of a (confirmed) order is only possible with the written consent of b-token. If the Buyer wishes to change or cancel an order, they are obliged to send a written request to this effect to b-token at the following e-mail address: firstname.lastname@example.org.
2.2.4. In the event of changes to an order, b-token reserves the right to adjust the price originally proposed in accordance with the prices in effect at the time of such changes.
2.2.5. In addition, the changes made to the order and approved by b-token shall automatically postpone the originally notified delivery time, depending on b-token's estimate. The Buyer shall bear the full consequences of such changes and adaptations. In this respect, b-token shall not be liable in any way for damages allegedly incurred due to extensions of the delivery date caused by the changes made to the order by the Buyer. In the event of changes to the order, the original delivery dates may only be maintained after b-token's express approval to that effect, and always on condition that all costs to be incurred to achieve the original delivery dates are payable by the Buyer.
2.2.6. In the event of the cancellation of a confirmed order, b-token shall always be entitled, by operation of law and without prior notice, to a lump-sum compensation equal to ten percent (10%) of the total price of the order, without prejudice to b-token's right to claim higher compensation if the loss it has actually suffered is greater than this compensation.
2.2.7. Negotiations regarding changes to the order shall not influence the execution of the original sales contract in any way. Neither party shall have the right to suspend the execution of the original order or the commitments arising therefrom (such as payment for the products delivered) as a result of negotiations concerning changes to the order.
3. Delivery and risks
3.1 General points applicable to Professional Buyers and Consumer Buyers
3.1.1. If the Buyer has not complied with their obligations under the order, including their payment obligations, b-token shall always be entitled to postpone the delivery of the ordered products without prior notice to the Buyer and without this postponement giving rise to a right to compensation in favour of the Buyer. In the event of the postponement of delivery due to the fault of the Buyer, the entire additional cost resulting therefrom shall be borne exclusively by the Buyer in accordance with the additional invoice to be sent to it by b-token in this respect.
3.1.2. Unless otherwise agreed in writing, b-token shall be entitled to deliver the products in instalments, e.g. in the event of delay to or unavailability of part of an order; b-token shall be entitled to separately invoice the products so delivered, without this entitling the Buyer to make any claim against b-token. b-token shall inform the Buyer in the event of partial delivery.
3.1.3. In the event of delivery in Belgium, unless otherwise expressly agreed between b-token and the Buyer, delivery of the products in Belgium shall in principle take place at the address indicated by the Buyer in the order confirmation. The risk of the loss of and damage to the products is transferred to the Buyer from the moment of delivery.
3.1.4. In the event of delivery outside Belgium, unless otherwise expressly agreed between b-token and the Buyer, the delivery of products outside Belgium shall be Ex Works (in accordance with the most recent version of the Incoterms as established by the ICC) to the address of the registered office of b-token. All risks (loss, damage to the products, etc.) shall pass to the Buyer in accordance with the said Incoterm upon delivery of the products, which shall be deemed to have been taken place upon their departure from b-token's warehouse.
3.2 In the event of delivery to Professional Buyers
3.2.1. The order form and/or the order confirmation issued by b-token may mention a delivery deadline. Unless explicitly agreed otherwise in writing, this deadline is given as an indication only and is therefore non-binding. Under no circumstances may the postponement of this deadline give rise to any form of compensation to the Buyer, and postponement may not constitute grounds for the cancellation of the order. Likewise, no delay may give rise to a right to compensation in favour of the Buyer or be the cause of a cancellation or termination by the Buyer of their order and/or the delivery.
3.2.2. Notwithstanding the foregoing, it is understood that if b-token fails to deliver the products three (3) months after the expiry of the target delivery date specified in the agreement (or, where applicable, three (3) months after the expiry of the postponed or extended deadline), the Buyer shall have the right to terminate the agreement unilaterally and without charge.
3.2.3. The Professional Buyer or the person acting on their behalf shall check the nature, quantity and condition of the goods ordered immediately upon receipt of said goods. The delivered goods shall be deemed to have been accepted by the Professional Buyer at the latest four (4) calendar days after delivery of said goods, unless the Professional Buyer files a complaint with b-token in accordance with Article 3.2.4. Approval shall cover all apparent defects, including those apparent defects which any professional buyer under the same conditions could have detected upon careful and serious examination, in particular with regard to the characteristics of the goods.
3.2.4. If the Professional Buyer becomes aware of any non-conformity in the goods delivered by b-token, they shall immediately inform b-token thereof by registered mail (to the registered office of b-token at 2470 Retie, Veldenstraat 14), or by email (to the following email address email@example.com), and, under penalty of irrebuttable presumption of approval of the goods, and in any event prior to any use, processing, (re)sale of the goods and, at the latest, within four (4) days from the discovery of the defect in question. The Professional Buyer's complaint must be as exhaustive and detailed as possible, and preferably contain photos that clearly attest to the claimed non-conformity or the apparent defects found.
3.3 In the event of delivery to Consumer Buyers
3.3.1. b-token shall deliver the products within the agreed delivery period (if any), but no later than thirty (30) days after the conclusion of the purchase agreement for the products, unless the parties have expressly agreed otherwise regarding the delivery time.
3.3.2. b-token shall inform the Purchaser in writing if it is unable to deliver the products within the agreed delivery period (if any) - without this inability being attributable to the Purchaser or due to force majeure. With the exceptions set out below, the Buyer shall grant b-token a deadline extension, if necessary, appropriate to the circumstances. If b-token fails to meet this new deadline, the Buyer shall have the right to cancel the order and, if applicable, to be reimbursed without undue delay for the amounts already paid. The foregoing shall not apply if (i) b-token has refused to deliver the products without a valid reason, (ii) the delivery of the products within the agreed delivery period is essential in view of all the circumstances surrounding the conclusion of the sales contract, or (iii) the Consumer Buyer informs b-token prior to the conclusion of the sales contract that delivery by a specific date or at the latest by a specified date is essential. In such cases, if b-token fails to deliver the products at the time agreed (if applicable, within the postponed delivery period) with the Consumer Buyer, the latter shall be entitled to terminate the sales contract immediately.
4. Right of withdrawal of the Consumer Buyer
4.1. Without prejudice to Article VI.53 of the Belgian Code of Economic Law and Article 4.4 hereof, and provided that the said contract has been concluded remotely (e.g. via the b-token website), the Consumer Buyer shall have a period of fourteen (14) days to withdraw from the sales contract concluded with b-token, without having to give reasons for their decision. If it wishes to withdraw from the contract, the Consumer Buyer is, where applicable, required to comply with the terms and conditions set out in Articles 4.5. and 4.6. In the meantime, the Consumer Buyer is obliged to take the utmost care of the delivered products so as not to impair their condition and quality. It is, however, specified in this respect that the liability of the Consumer Buyer is incurred only due to the depreciation of the goods resulting from handling of the goods other than that necessary to establish the nature, characteristics and correct functioning of these goods.
4.2. Without prejudice to Article VI.48 of the Code of Economic Law, the period of fourteen (14) days referred to in Article 4.1. shall begin on the day on which the Consumer Buyer or a third party other than the carrier, and designated by the Consumer Buyer takes physical possession of the goods or:
a) in the case of multiple goods ordered by the Consumer Buyer in a single order and delivered separately: from the day on which the Consumer Buyer or a third party other than the carrier, and designated by the Consumer Buyer, takes physical possession of the last good;
b) in the case of the delivery of a good composed of multiple lots or parts: from the day on which the Consumer Buyer or a third party other than the carrier, and designated by the Consumer Buyer, takes physical possession of the last lot or the last part;
c) in the case of contracts covering the regular delivery of goods over a defined period of time: from the day on which the Consumer Buyer or a third party other than the carrier, and designated by the Consumer Buyer, takes physical possession of the first good.
4.3. If b-token fails to inform the Consumer Buyer of its right of withdrawal as required by Article VI.48 of the Code of Economic Law, the withdrawal period shall expire at the end of a period of twelve (12) months from the end of the original withdrawal period, determined in accordance with Article 4.2. If b-token has provided the Consumer Buyer with the required information within twelve (12) months of the day referred to in accordance with Article 4.2, the withdrawal period shall expire at the end of fourteen (14) days from the day the Consumer Buyer received this information.
4.4. Without prejudice to Article VI.53 of the Belgian Code of Economic Law, the Consumer Buyer may not exercise a right of withdrawal for:
- the supply of goods made to the specifications of the Consumer Buyer or clearly personalised;
- the supply of goods that are likely to deteriorate or expire rapidly;
- the supply of sealed goods that cannot be returned for reasons of health protection or hygiene and which have been unsealed by the Consumer Buyer after delivery;
- the supply of goods which, after delivery, are by their nature inseparably mixed with other items;
4.5. If the Consumer Buyer wishes to make use of the right of withdrawal, it shall inform b-token thereof before the expiry of the aforementioned withdrawal period, using the standard withdrawal form in Appendix 1 of these GTC, or by making another unambiguous statement clearly stating its decision to withdraw. The burden of proof regarding the exercise of the right of withdrawal in accordance with this article lies with the Consumer Buyer. If the Consumer Buyer gives notice of its withdrawal electronically, b-token shall send a confirmation of receipt after receiving such notice of withdrawal.
4.6. The Consumer Buyer shall then return the goods to b-token in their original condition and packaging as soon as possible, but no later than fourteen (14) days after notifying b-token of its decision to withdraw from the contract, in accordance with the above provisions. Unless otherwise stated, the Consumer Buyer shall bear the direct costs of returning the goods.
4.7. b-token shall refund all payments received from the Consumer Buyer, including, where applicable, delivery costs, without undue delay and in any event within fourteen (14) days from the day b-token is informed of the Consumer Buyer's decision to withdraw from the contract. Notwithstanding the foregoing, b-token shall not be obliged to reimburse any additional costs if the Consumer Buyer has expressly chosen a delivery method other than the cheaper standard delivery method offered by b-token. b-token shall be entitled to defer the refund until the goods have been recovered or until the Consumer Buyer has provided proof of dispatch of the goods, whichever date is earlier.
5.1. Legal guarantee of conformity for Consumer Buyers
5.1.1. The Consumer Buyer or the person acting on their behalf shall check the nature, quantity and condition of the goods ordered immediately upon receipt of said goods. Verification by the Consumer Buyer shall take place with regard to the product specifications, as communicated by b-token in its offer/quotation.
5.1.2. If the Consumer Buyer becomes aware of a defect (by definition visible) or any non-conformity in the goods delivered by b-token, they shall immediately inform b-token thereof by registered mail (to the registered office of b-token at 2470 Retie, Veldenstraat 14), or by email (to the following email address firstname.lastname@example.org), and, under penalty of loss of its right to claim such a visible defect/non-conformity, and in any event prior to any use, processing, (re)sale of the goods and, at the latest, within two (2) days from the discovery of the defect in question.
5.1.3. If the Consumer Buyer fails to invoke any apparent defects within these strict time limits, the goods delivered shall be deemed to have been accepted by the Consumer Buyer on expiry of the time limit applicable to it, and any apparent defect shall be deemed to have been covered.
5.1.4. The Consumer Buyer's complaint must be as exhaustive and detailed as possible, and preferably contain photos that clearly attest to the claimed non-conformity or the apparent defects found. If the Consumer Buyer discovers the defects after a period of six (6) months following the delivery of the goods, the Consumer shall be obliged to prove in addition that the defect already existed at the time the goods were delivered. If the Consumer Buyer is unable to provide such proof, the latter shall not be entitled to claim the statutory warranty from b-token, which shall be entitled to charge the Consumer Buyer for all necessary repair costs.
5.1.5. The use, processing or (re)sale of the goods deprives the Consumer Buyer of the right to make claims for apparent defects and/or non-conformity. b-token shall not be liable for defects resulting from the negligent storage of the goods by the Consumer Buyer, from any fault or negligence by the latter or by any other person under its liability.
5.1.6. Subject to compliance with the foregoing provisions, and unless the Consumer Buyer knew of the existence of the apparent defects/defects of conformity or could not reasonably have been unaware of them, the Consumer Buyer shall, in accordance with Articles 1649bis to octies. of the Belgian Civil Code, enjoy a legal warranty of two (2) years for all defects of conformity which existed at the time of delivery of the goods and appeared within a period of two (2) years from delivery.
5.1.7. In accordance with Article 1649quinquies of the Belgian Civil Code, the Consumer Buyer may, at its discretion, request (i) the repair, or (ii) the replacement of the defective goods, at no cost to it. However, this choice must be made within reasonable limits. In the event that the repair or replacement of the goods proves to be impossible, disproportionate for b-token, or would cause damage to the Consumer Buyer, the latter may, at its discretion, either (i) demand an appropriate reduction of the purchase price, or (ii) request the termination of the sales contract, in which case the Consumer Buyer shall return the defective goods to b-token, which shall reimburse the purchase price.
5.1.8. At the end of the two (2) year legal warranty of conformity, the common law relating to the warranty for hidden defects, as set out in Articles 1641 to 1649 of the Belgian Civil Code, shall apply, if necessary. In this respect, reference is expressly made to the aforementioned provisions as well as to Article 6 of these GTC. In this case, the Consumer Buyer will have the right to denounce the hidden defects within the two (2) month period mentioned above.
5.2. Warranty for hidden defects for Consumer and Professional Buyers
5.2.1. b-token guarantees against hidden defects in the goods sold to the Buyer which render them unsuitable for their intended use, or impair this use to such an extent that the Buyer would not have acquired them, or would have given a lower price for them, if it had known about them ("Hidden Defects").
5.2.2. The Hidden Defects warranty stated in Article 5.2.1. is only valid under the following conditions;
- The warranty is only valid for defects which the Buyer proves to effectively be hidden defects;
- The warranty only applies to goods that have legally become the property of the Buyer;
- The warranty applies only to goods sold exclusively by b-token;
- The warranty does not cover defects and theft due to the negligent storage of the goods by the Buyer or any other fault attributable to the Buyer;
- The warranty does not cover defects resulting from incorrect, improper or abnormal use or from a failure to take proper care of the goods;
- The warranty does not cover defects resulting from a lack of maintenance;
- The warranty does not cover any level of performance desired by the Buyer;
- The warranty does not cover defects resulting from the resale, treatment or processing of the goods by the Buyer;
5.2.3. If the Buyer becomes aware of a hidden defect in the delivered goods, they shall immediately inform b-token thereof by registered mail (to the registered office of b-token at 2470 Retie, Veldenstraat 14), or by email (to the following email address email@example.com), and under penalty of loss of its right to claim such a hidden defect in any event at the latest within two (2) months from the discovery of the defect in question for the Consumer Buyer, or within eight (8) days from the discovery of the defect in question for the Professional Buyer.
5.2.4. The Buyer's complaint must be as exhaustive and detailed as possible, and preferably contain photos that clearly attest to the claimed non-conformity or the apparent defects found. In this respect, it is recalled that the burden of proof regarding the potential existence of Hidden Defects rests exclusively with the Buyer.
5.2.5. In the event of proven hidden defects, the Buyer shall have the option of (i) returning the defective goods and having the price refunded, or (ii) retaining the defective goods with appropriate compensation. The parties may also agree that b-token shall repair or replace the defective goods free of charge.
5.2.6. b-token shall compensate the Buyer for hidden defects in accordance with the relevant provisions of the Belgian Civil Code and under the conditions set forth in Article 5.2.2 above.
5.2.7. If the goods are found to contain hidden defects, b-token shall bear the costs of returning them to b-token and the costs of then returning them to the Buyer. However, if the goods are not affected by hidden defects, the costs of returning them shall be borne exclusively by the Buyer.
5.2.8. b-token reserves the right to suspend its obligations under this article until the Buyer has paid in full the amounts owed on any grounds whatsoever.
6.1. General points
6.1.1. The prices of the products are expressed in euros, and correspond to those mentioned in the offer/quotation by b-token drawn up on the basis of the details provided by the Buyer, in accordance with the tariffs in force at the time of registration of the Buyer's request for a quotation. Any subsequent modification or adaptation of these details by the Buyer may result in the revision of the prices mentioned and an extension of the delivery times for said products.
6.1.2. b-token may adjust its quotations/offers at any time on the basis of objective factors beyond its direct control (e.g. in the event of an increase in the price of the raw materials required to manufacture the products, or in the event of a change in other components of the product cost price). The adjusted price and conditions shall apply, if applicable, without retroactive effect and only from the time of their notification to the Buyer, who shall, if applicable, have the right to terminate the sales contract free of charge, subject to prior notification to b-token.
6.1.3. No document submitted by the Buyer may result in a change to the prices and/or the conditions relating thereto.
6.2. With regard to the Consumer Buyer
All prices proposed by b-token to the Consumer Buyer include VAT at the rate applicable in the country of residence of the Consumer Buyer. Delivery costs are calculated according to the method and place of delivery (including the country to which the goods are to be delivered) and the number of goods ordered. The total price of the goods (including all charges (including delivery charges) and taxes) will be quoted to the Buyer before the Buyer places the order.
6.3. With regard to the Professional Buyer
Prices are always quoted exclusive of taxes, excise duties and/or levies, and transport and packaging costs. Taxes, excise duties and/or levies introduced or that entered into force after the conclusion of the contract shall be borne in full by the Professional Buyer, unless otherwise agreed between the parties. The prices are net and without discount.
7.1. Unless otherwise expressly agreed between the parties, all invoices are payable in cash and without discount at the registered office of b-token. Invoices are payable within thirty (30) days of their date of issue. Any dispute relating to an invoice must, under penalty of inadmissibility, be addressed to the attention of b-token (at the address of b-token's registered office, or by email to the following address: firstname.lastname@example.org), within eight (8) calendar days from the date of the invoice. The claim must also be substantiated in terms of content.
7.2. For online sales, the Buyer shall make an immediate and full payment for the ordered products at the time the order is placed. To this end, the Buyer may choose between the following payment methods: MasterCard, Visa, Maestro, Bancontact, iDeal, Sofort, Carte Bleue and PayPal.
7.3. b-token shall process the order(s) of the Buyer only once it has received full payment for the related products. b-token shall have the right to cancel the Buyer's order if it does not receive full payment within eight (8) calendar days of receipt of said order. If at any time b-token has doubts about the solvency of the Buyer, in particular due to (judicial) enforcement measures against the Buyer, in the event of the non-payment or late payment of one or more invoices, in the event of judicial reorganisation and/or due to any other obvious event that affects (or may affect) b-token's trust in the proper fulfilment of the Buyer's obligations, b-token expressly reserves the right to suspend deliveries, demand an advance payment from the Buyer for outstanding deliveries and/or demand (further) securities or guarantees, even if the goods have already been fully or partially dispatched or the services have already been partially provided. In the event of a refusal by the Buyer to pay the required advance payment and/or other securities requested by b-token, b-token shall be entitled to terminate the contract with the Buyer without prior notice of default, without judicial intervention and without being liable for damages.
8. Delay in the performance of contractual obligations
8.1. If the Buyer fails to comply with its payment obligations within the time required for payment:
- The Professional Buyer shall, from the due date of the invoice(s) in question, be liable by operation of law and without prior notice to pay interest of ten percent (10%) per annum until the date of full payment. Fixed compensation of twelve percent (12%) of the total amount of the unpaid invoice, with a minimum of 250 EUR, will also be due. b-token shall be entitled to charge any extrajudicial debt collection costs it incurs. The non-payment by the Professional Buyer of a single due invoice makes the balance of all outstanding invoices payable by right, even if not yet due.
- If the Buyer is a Consumer, it shall be liable to pay the statutory interest on the amount(s) still owing to b-token until the date of full payment, if it fails to comply with its payment obligations within the required period. Interest on arrears shall be charged from the expiry of a fifteen (15) day period after b-token has sent a notice of default - which has not been successful - issued in respect of the amounts still owed by the Consumer Buyer to b-token.
Upon the expiry of this 15-day grace period, b-token shall be entitled to claim a 10% increase in the interest on arrears (at the legal rate). b-token shall be entitled to charge any extrajudicial debt collection costs it incurs. These debt collection costs amount to a maximum of 15% on outstanding amounts up to 2,500.00 EUR; 10% on the next 2,500.00 EUR, and 5% on the next 5,000.00 EUR, with a minimum of 40.00 EUR; this is without prejudice to b-token's right to deviate from the above-mentioned amounts and percentages to the benefit of the Consumer Buyer. In the event of non-payment within the aforementioned 15-day period, b-token shall be entitled to claim from the Consumer Buyer payment of a lump-sum compensation, which shall be calculated pro rata based on the outstanding amounts of the overdue invoices, in accordance with the table below:
Outstanding amounts on overdue invoices
Flat-rate compensation due
|up to 450,00 EUR||
450,01 EUR to 750 EUR
10% of the amount due, with a minimum of €45 and a maximum of €75
750,01 EUR to 2.500,00 EUR
10% of the amount due, with a maximum of €120
2.500,01 EUR to 5.000,00 EUR
5.000,01 EUR to 10.000,00 EUR
10.000,01 EUR to 20.000,00 EUR
20.000,01 EUR and above
8.2. b-token reserves the right to suspend any order or delivery of goods in the event that the Buyer has not paid the amounts owing by the due date.
8.3. If the Buyer fails to fulfil any of its essential obligations, such as the timely payment of b-token's invoices, b-token shall be entitled to terminate the contract with immediate effect, by operation of law and without formal notice.
8.4. Without prejudice to the foregoing, in the event of a delay by b-token in the performance of any of its obligations (including a delay in delivery attributable to b-token, but without prejudice to Article 3.3), the Consumer Buyer shall be entitled to claim from b-token, after a formal notice has been issued and b-token has been given a period of fifteen (15) days to perform, late payment penalties calculated in the same manner as those set out in Article 9.1, paragraph 3 of these GTC.
9. Retention of ownership
9.1. The delivered goods shall remain the property of b-token until full payment of the amounts due by the Buyer, whatever the reason. The Buyer may not resell or dispose of them as security until payment has been made in full.
9.2. Any action taken despite this article shall not be binding on b-token.
9.3. If the Buyer fails to pay in full for the delivered goods within the required payment period, b-token shall be entitled to demand the immediate return of all goods in the Buyer's possession, without judicial intervention and without further notice (and, if necessary, to request a prior inventory of such goods). The Buyer shall be obliged to return the goods without delay to the registered office of b-token, failing which the Buyer grants b-token the right to enter the (storage) space(s) where the goods are located; it being understood that all the costs incurred for the retrieval of the goods as well as those for the recovery of the goods shall be paid by the Buyer.
10.1. The liability of B-token is expressly limited to direct damage, which shall not exceed the value of the goods ordered. B-token shall not be liable in any way for damages resulting from error or negligence on the part of the Buyer (including erroneous information or data provided by the Buyer or any person acting on its behalf) or of any person for whom the Buyer is liable. Similarly, and except in the event of deceit or wilful misconduct, B-token shall in no event be liable and cannot be required to pay damages to the Buyer for any form of non-material damage or indirect or consequential damage, including, but not limited to, loss of profit, loss of turnover, loss of income, loss of production or stoppage of production, administrative or personnel costs, increased overheads, lost opportunities, loss of clientele or any claims by third parties (including the Buyer's customers). The total liability of B-token per claim shall, except in the case of deceit or wilful misconduct, in any event be limited to the invoice amount of the defective delivery. The limitation of liability mentioned in this article also applies in the event of gross negligence by B-token.
10.2. The Buyer shall indemnify b-token in full against claims by third parties arising from the Buyer's misuse of the delivered goods or any other claim to which b-token is not a party.
11. Protection of the Buyer's data
b-token shall process all the personal information and data it receives from Buyers in accordance with its obligations under the legal and regulatory requirements for the processing of personal data, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
12. Force Majeure
12.1. Force Majeure shall mean any act beyond the control of the parties, which the parties could not reasonably have foreseen or avoided and which makes it impossible to perform their contractual obligations.
12.2. The following shall be non-exclusively deemed to be situations of force majeure which do not allow b-token to fulfil its obligations: any interruptions in production, transport or delivery, any shortage of raw materials, strikes (general or partial, of personnel or suppliers and carriers), lock-outs, embargoes, war, epidemics, attacks, explosions or civil unrest, fire, flood, bad weather, telecommunication failures, technical defects in the production line, road blockages or obstruction or a cut-off of the power or gas supply, or any other cause preventing the supply of raw materials.
12.3. In the event of Force Majeure on the part of one of the parties (b-token or the Buyer) the obligations of this party towards the other shall be suspended by operation of law, and without this giving rise to any right to compensation on the part of the other party. As soon as the cause of force majeure is known, the party affected by said force majeure shall inform the Buyer of the force majeure situation and of the immediate suspension of the parties' obligations.
12.4. If the force majeure situation on the part of b-token persists for more than two (2) months, both the Buyer and b-token shall be entitled to terminate the contract without prior judicial intervention and without being liable to pay damages to the other party.
The invalidity or unenforceability (in full or in part) of one or more of the clauses of these General Terms and Conditions shall not affect the validity or enforceability of the remaining clauses or that part of the clause which is not invalid or unenforceable, or the contract as a whole. In such a case, the parties will negotiate in good faith to replace the unenforceable or conflicting provision with an enforceable and valid provision that comes as close as possible to the purpose and scope of the original provision.
14. Applicable law
Without prejudice to the application, with respect to the Consumer Buyer, of the mandatory provisions of the law of the European Union Member State of residence and insofar as said provisions prove to be more protective with respect to it than those of Belgian law, the contractual relationship between b-token and the (Professional and Consumer) Buyer shall be exclusively governed by Belgian law. The application of the Vienna Convention of 11 April 1980 on Contracts for the International Sale of Goods and the Convention of 14 June 1974 on the Limitation Period in the International Sale of Goods is explicitly excluded.
15. Complaint resolution procedures
15.1. Information and internal complaint processing by b-token
Without prejudice to the provisions hereof, complaints regarding quotations, offers and sales contracts between b-token and the Consumer Buyer shall be lodged with b-token within the required deadline, or within a reasonable deadline after the Consumer Buyer has ascertained the shortcomings on the part of b-token. Complaints must be comprehensive and detailed. For any lack of conformity or hidden defect, the Buyer is required to send its claims in accordance with the above provisions.
The Consumer Buyer may make complaints and claims by telephone on the following number: +32 14 38 99 00, by e-mail to the following address: email@example.com or by registered letter to the address of the registered office of b-token (2470 Retie, Veldenstraat 14).
b-token will process and investigate these complaints and claims in accordance with its internal complaint management procedure in order to find a satisfactory solution as soon as possible. Upon receipt of the complaint from the Consumer Buyer, b-token shall immediately (and at the latest within 48 hours of receipt of the complaint) confirm its receipt and processing to the Consumer Buyer as soon as possible. b-token shall then make every effort to respond to the Consumer Buyer within fifteen (15) days of the date of receipt of such complaints, unless otherwise expressly stated to the Buyer.
15.2. European Online Dispute Resolution platform
In the event of a cross-border dispute with b-token concerning products purchased online, and without prejudice to its right to file a complaint directly with the competent courts, the Consumer Buyer has the option of submitting its complaint to the Dispute Resolution Organisation via the European "Online Dispute Resolution" ("ODR") platform specially dedicated to this purpose: https://webgate.ec.europa.eu/odr. The Consumer Buyer is informed that this platform facilitates the settlement of disputes online and puts the Consumer Buyer in contact with the competent qualified entity.
16. Competent court
16.1. With respect to the Consumer Buyer
Any dispute between b-token and the Buyer relating to the offers, quotations and order confirmations of b-token and/or the sales contracts between b-token and the Consumer Buyer shall, in the absence of an amicable settlement, be submitted to the Courts of Antwerp, Turnhout Division (Belgium), without prejudice to the right of the Consumer Buyer to have recourse to any other competent court on the basis of Article 624 of the Belgian Judicial Code (if applicable) or on the basis (if applicable) of European Regulation No. 1215/2012 of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (known as the "Brussels Ibis" Regulation).
16.2. With regard to Professional Buyers
Any dispute between b-token and the Buyer relating to the offers, quotations and order confirmations of b-token and/or to the sales contracts between b-token and the Consumer Buyer shall fall under the exclusive jurisdiction of the Courts of Antwerp, Turnhout Division (Belgium).