Terms and Conditions | Breetec International NV

1. Application area
These General Terms and Conditions for the supply of Products and Services ("General Terms and Conditions") apply to all current and future agreements, quotations, offers, orders, invoices and credit notes applicable between BREETEC INTERNATIONAL NV, with registered office at Steenweg 210, 3665 As, Belgium and registered with the Crossroads Bank for Enterprises under number 0439.361.597 (RPR Antwerp,  Tongeren section), BREETEC INDUSTRIAL SERVICES BV, with registered office at Steenweg 210, 3665 As, Belgium and registered with the Crossroads Bank for Enterprises under number 0478.042.823 (RPR Antwerp, section Tongeren) or BREETEC VALVE SERVICES BV, with registered office at Steenweg 210, 3665 As, Belgium and registered with the Crossroads Bank for Enterprises under number 0720.861.240 (RPR Antwerp,  section Tongeren), depending on which entity enters into a contractual relationship with the Client (as defined below) (hereinafter referred to as "Seller") and any natural or legal person (whether or not under public law) (hereinafter referred to as the "Client"), unless expressly agreed otherwise in writing. These Terms and Conditions are an integral part of the agreement between the parties. By accepting an offer or placing an order with the Seller for the purchase of products and/or the performance of services, the Client declares that he had the opportunity to acquaint himself with these General Terms and Conditions before the conclusion of the contract and accepts them and waives the application of his own terms and conditions,  regardless of the wording. The Seller reserves the right to change its General Terms and Conditions, subject to prior notice to the Client. Amended General Terms and Conditions only apply to agreements concluded after this notification. Material deviations from these Terms and Conditions are only valid with the express written consent of Seller. The terms "Customer", "Principal" and "Buyer" in these General Terms and Conditions have the same meaning as "Client". Insofar as these General Terms and Conditions deviate from the non-mandatory (suppletive) provisions of the Belgian Civil Code (in particular Book 5, 6 and 7), these General Terms and Conditions prevail. Where these General Terms and Conditions require a registered letter, an electronic registered mail will also suffice.

2. Conclusion and amendment of the agreement
2.1. All offers and quotations from the Seller, in whatever form, are without obligation, unless expressly stated otherwise in writing. The Client guarantees the correctness and completeness of the information provided to the Seller, on which the Seller has based its offer with regard to the goods and/or services. Only a written confirmation (e-mail is considered as written communication) by the Seller constitutes acceptance of the order and the conclusion of the contract.
2.2. Examples or samples of the products give an approximate picture of the product at best and are never binding. Furthermore, all information contained in offers, quotations or agreements, as well as in the annexes thereto, such as illustrations, drawings, weights, dimensions, capacities, pressures and other data, is only approximate. The Client acknowledges that most products are custom-made. Minor deviations in the product, in accordance with the standards and regulations applicable to the product in question, are therefore not at the expense and risk of the Seller.
2.3. The products to be supplied by the Seller must comply with the technical requirements or standards laid down in the applicable legislation. Other specific (technical) requirements set by the Client must be set in writing by the Client and must always be confirmed and accepted in writing by the Seller.
2.4. Obvious errors or mistakes in offers or quotations of the Seller release the Seller from its obligation to perform and/or from any resulting obligation of the Seller to pay damages, even after the conclusion of the agreement, insofar as the Client should reasonably have noticed the error.
2.5. The Seller reserves the right to suspend the delivery of orders if the Client's account with the Seller shows a negative balance and in the event of an apparent state of financial distress or insolvency of the Client.
2.6. All agreements are entered into subject to sufficient stock. If fewer products or raw materials are available (beyond Seller's control), Seller has the right to reduce the quantities it sells accordingly. By delivering the quantities thus reduced, the Seller fulfils its delivery obligation.
2.7. Any request to change or supplement the assignment (additional or less work) must be made in writing by the Client and must always be confirmed and accepted in writing by the Seller. The following are (non-exhaustive) cases of contract variations: (1) in the event of a change in the specifications, (2) if the information provided by the Client does not correspond to reality (e.g. different dimensions). If Seller's order confirmation contains any change or addition or differs in any way from Client's order, it shall be binding on Client, unless it notifies Seller of its disagreement within 8 calendar days of receipt of the order confirmation.
2.8. Upon delivery, the Seller shall provide the legally required product documentation, such as the EU declaration of conformity and the instructions for use, where appropriate in digital form in accordance with Regulation (EU) 2023/1230 on machinery. Upon written request, the Client will receive the documentation and the product specification relating to the goods ordered. All specifications, know-how, formulas, concepts, designs and product concepts, as well as all information received from the Seller (including, but not limited to, prices, payment terms and terms of the agreement) are confidential and remain the property of the Seller (or its supplier). They may only be used by the Client to the extent necessary for the use of the goods. Reproductions or use of this information for other purposes are punishable by law and will be prosecuted.

3. Provision of services
3.1. The Client is obliged to have the breathing valves inspected and maintained by the Seller (or another qualified technician with the necessary knowledge, skills and experience) at least every two years and to retain the supporting written proof that this inspection and maintenance have been carried out on time.
3.2. When the Client requests the Seller in writing to perform services, the Seller will provide the Client with an estimate of the services requested, the spare parts required, other materials required (e.g. crane) and a price estimate. Upon acceptance of the quotation by the Client within the specified period, the Seller shall carry out the requested maintenance services on site at the request of the Client or at the request of the Seller, as well as such maintenance services as the Seller deems necessary. It is the Client's responsibility to request such maintenance services in a timely manner.
3.3. The Client is responsible for providing Seller with all documentation and information that the Seller indicates is necessary or useful for the performance of the services and/or that the Client should reasonably know is necessary or useful for the provision of the services.
3.4. All services are performed by the seller's suitably qualified employees, technicians, engineers, or subcontractors. The Client acknowledges and agrees that the Seller has the right to engage subcontractors for the provision of all services, without notice to or approval of the Client, and the Seller has full discretion to decide which person will perform the services. The Seller reserves the right to replace at any time the persons designated for the performance of the services with other sufficiently qualified and suitable persons.
3.5. The Client guarantees that it complies with all applicable health and safety regulations and implements a safety policy to minimize the risk of accidents so that the Seller can offer its services in a safe manner.
3.6. The Seller will perform the services in accordance with industry standards and in good faith.
3.7. If the Client gives instructions that the Seller deems inappropriate or manifestly unreasonable, the Seller may refuse to execute them or execute them subject to written reservations. In the latter case, the Seller is not liable for the consequences of those instructions.
3.8. Performed services are deemed to have been accepted upon signature of the work order or the delivery report by the Client, or, failing that, when the Client takes the object of the services into use or does not make written and reasoned comments within eight (8) calendar days of the notification of completion. The acceptance covers the defects that the Client could reasonably identify at that time.

4. Pricing
4.1. Unless otherwise indicated, all prices are in euros and exclude VAT. Unless expressly stated otherwise in writing, all prices do not include transport or travel costs (if applicable) as well as insurance, costs for rental of cranes, forklift truck (etc.), costs for securing the workspace, packaging, installation and assembly costs. Any special additional costs in connection with the import and/or customs clearance of goods to be delivered by the Seller to the Client and any other government levies are excluded from the price and will be borne by the Client.
4.2. The amounts presented by Seller in the (order) confirmation are based on the prices, exchange rates, wages, taxes and other price-related factors in force at the time of the (order) confirmation. If any of the price-related factors mentioned change after the (order) confirmation has been issued, the Seller is entitled to adjust the agreed price accordingly. The Seller shall inform the Client of this without delay. If a price increase is implemented on the basis of this article and this increase exceeds 10% of the total agreed amount, the Client is entitled to terminate the agreement in writing within eight calendar days after it is or could have been aware of this price increase.
4.3. The Seller reserves the right to adjust the prices for the performance of the services based on objective factors, including raw material prices, material costs and labor costs. Where the price adjustments relate to rising labour costs, the new price is calculated as follows:
P = P0 x (0.20 + 0.80 x S1/S0)
P = New price
P0 = Last year's price
S1 = the most recent Agoria index of reference wage costs (Joint Committee PC 111) on the date of the price adjustment; S0 = the same index on the date on which price P0 was determined. The adjustment is applied from the month after an index adjustment within Joint Committee PC 111.

5. Payment
5.1. Unless otherwise agreed, all invoices issued by Seller shall be payable within thirty (30) calendar days following the invoice date. Under no circumstances shall the Client be entitled to set off the amounts owed by Seller against any amount charged by Seller. Invoices are issued electronically via the Peppol network, to the extent required by law; the Client ensures that he can be reached via this network.
5.2. The Seller has the right at all times to either deliver and invoice the entire delivery, or to invoice the goods delivered in installments per individual delivery. The seller has the right to invoice at any time, including by means of advance invoices. If advance payment is refused, the Seller is entitled to dissolve the Agreement, in which case the Client is liable for the resulting damage.
5.3. Invoices that have not been disputed by registered letter within eight (8) calendar days of being sent will be deemed to have been accepted without reservation. A (partial) dispute of an invoice does not relieve the Client of its payment obligation and its other obligations under these General Terms and Conditions.
5.4. Payment is made by transfer to the account number indicated on the invoice, quoting the reference number.
5.5. The Seller is entitled to suspend the delivery of all goods that it has in its possession for the Client in connection with the performance of the agreed work until all payments owed by the Client to the Seller have been paid in full.
In the event of non-payment on the due date (see article 5.1), all amounts owed by the Client will become due and payable, regardless of any previously agreed payment terms. In the event of late payment, even partial payment, the Client shall  owe interest on the outstanding invoice amount ipso jure and without notice of default  in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions, from the due date of the invoice. Interest is calculated on a day-to-day basis.
5.6. In the event of late payment, the Client will also owe a lump sum compensation of 10% of the outstanding invoice amount, with a minimum of € 250.00, to cover, among other things, the collection costs incurred by the Seller. The same interest and an equivalent lump sum compensation shall be payable by the Seller if he pays an amount due to the Client late.
5.7. Late payment, incomplete payment or non-payment of a single invoice due shall render any other invoice not yet due immediately due and payable.
5.8. A complaint or claim does not suspend the Client's obligation to pay the undisputed portion of the overdue invoices.
5.9. The parties declare that Article 5.97 of the Belgian Civil Code (unilateral price reduction) does not apply.

6. Termination
6.1. Failure by the Client to properly and/or punctually fulfil any of its obligations under this agreement entitles the Seller, without any obligation to pay compensation and without prejudice to its other rights, to terminate the agreement in whole or in part by means of a written notice to the Client and/or to demand immediate full payment of any outstanding amounts and/or to invoke its right of retention. If the agreement is dissolved by the Seller on the basis of this article, the Client will  owe 30% of the price of the order or agreement as compensation on first demand (and within fourteen days of such demand). The parties confirm that this amount is a genuine pre-estimate of the seller's loss. This paragraph is without prejudice to the seller's other remedies and his right to prove and claim higher damages.
6.2. The Seller is entitled to dissolve the agreement with immediate effect, without any obligation to pay compensation and without prejudice to any rights it may have, if the Client applies for a suspension of payment or bankruptcy or such application is filed against it, as well as if its assets are seized in whole or in part. In that case, all invoiced amounts are immediately due and payable.

7. Force majeure
7.1. Except in the case of mandatory statutory provisions or provisions of public order or intent, the seller is not liable for any breach resulting from force majeure. Seller's obligations will be suspended during the entire period of force majeure. If the period of force majeure and thus the non-performance by the Seller continues for more than three months, both parties are entitled to dissolve the agreement without judicial intervention and without any obligation to pay any compensation.
7.2. The term 'force majeure' as referred to in this article is in any case understood to mean unforeseen circumstances, also of an economic nature, beyond the fault or control of the Seller or its suppliers or subcontractors, including, but not limited to, natural disasters, wars, hostilities, attacks, whether in Belgium or in any other country where branches of the Seller or its subcontractors are established,   illness, technical failure of machinery or systems, lack of personnel, fire or flood, epidemic, pandemic, government order, serious business interruptions, cyberattacks, forced interruptions in production, strikes and lockouts, both at Seller and its suppliers, delays in transportation or delayed or incorrect delivery of goods or materials, such as energy, raw materials or parts, by third parties, including Seller's suppliers.
7.3. If the Seller has already partially fulfilled its obligations at the time of the occurrence of the force majeure, or can only partially meet its obligations, it is entitled to invoice the already delivered or the deliverable part separately and the Client is obliged to pay this invoice as if it were a separate agreement.

8. Hardship
8.1. If, during the term of the agreement, the (continuous) performance thereof would become excessively burdensome for the Seller as a result of an event that is reasonably beyond its control (such as but not limited to extreme price increases, scarcity of raw materials and spare parts, accidents, etc.), the parties are bound within a reasonable period of time after the Seller invokes this clause,   to negotiate alternative contractual terms that make it reasonably possible to overcome the consequences of such an event. For the avoidance of doubt, this clause also applies to accepted orders. If the parties are unable to agree on such alternative contractual terms, the Seller has the right to terminate the contract and cancel the accepted orders with immediate effect, without judicial intervention and without any obligation to pay compensation, by sending a registered letter to the Client.

9. Order Cancellation
9.1. Accepted orders are binding on both parties. If the Client nevertheless cancels an accepted order for non-customized goods or services, it must submit a written request to the Seller no later than thirty (30) days prior to the cancellation. The Seller may refuse the request for cancellation. In the event that the request for cancellation is refused, the Client is obliged to accept the order and pay the price. If the Seller agrees in writing to the request for cancellation, the Seller is entitled to compensation estimated at a minimum of 30% of the price (without deduction of any advances already paid), without prejudice to the Seller's right to prove any higher damages or to demand the performance of the contract. In the event that the Client cancels an accepted order of custom-made goods or services, he is obliged to pay the full purchase price and all additional costs and damages. This paragraph is without prejudice to Seller's other remedies and its right to prove and claim higher damages. From the date of the formal notice until the payment of the damage, interest is due on the amount of the compensation in accordance with the Law of 2 August 2002.
9.2. Any advances paid will in any case remain the property of the Seller and will not be refunded.

10. Delivery
10.1. Unless otherwise agreed in writing, delivery will be made in accordance with the applicable ICC INCOTERM (2020) 'Ex Works' (address as stated on the order confirmation). If the Client refuses to take delivery of the order at the agreed time, makes receipt thereof impossible or unreasonably difficult or fails to provide the information or instructions required for delivery, the Seller is entitled to store the goods at the expense and risk of the Client, without prejudice to the Seller's right to terminate the agreement. Goods are deemed to have been delivered from the moment that the Seller has notified the Client that the goods – whether or not to be assembled in whole or in part – are ready to be collected from the Seller or a third party or to be sent on behalf of the Client. From the moment of delivery, all risks associated with the delivered goods are transferred to the Client.
10.2. If, contrary to Article 10.1 , it has been expressly agreed that the Seller will arrange for the transport of the goods, both the costs and the risk of loss or damage during transport will be borne by the Client, unless expressly provided otherwise. In that case, the Client is also responsible for the unloading of the goods, unless otherwise stated in writing.
10.3. If the parties agree that the Seller is responsible for unloading the goods or loading them, then the Client shall ensure that the place of delivery is easily accessible and that the necessary persons are present during the delivery to provide any information necessary or useful for the Seller to unload the goods. In any case, the Seller can only be required to deliver goods at ground level. Failure to comply with this obligation entitles the seller to refuse delivery. In such cases, Seller shall be entitled to reimbursement of all costs incurred, including shipping costs and labor, regardless of Section 10.1.
10.4. The Seller will provide delivery times in its offers, quotations, agreements or otherwise to the best of its ability and observe these periods as much as possible, taking into account the availability of the goods and/or services in question. The Client acknowledges that, unless expressly agreed otherwise, the specified delivery time of goods and/or services is purely indicative. Failure by the Seller to comply with the indicative period does not in any way give rise to dissolution of the agreement or any right to compensation.
10.5. The Client is responsible for obtaining the required permits and insurance policies and for providing Seller with a copy of such permits and insurance policies prior to the commencement of the provision of the services.
10.6. Partial deliveries are permitted at any time. The Client's delay in the payment of the agreed advance payments on the sales price may lead to a corresponding delay in delivery.
10.7. If the delivery time or the place of delivery or the circumstances of the delivery change at the Client's request, or if the Client provides incorrect information to that effect, the Seller shall be entitled to payment of the corresponding additional costs and fees, as the case may be.

11. Warranty
11.1. If the Seller (or its supplier of the Seller) provides the Client with a guarantee with regard to the services or products delivered or to be delivered by it, it will expressly inform the Client of this in writing. In the absence of such express written notification, the Client cannot invoke any guarantee, but without prejudice to its statutory rights arising from mandatory statutory provisions. With respect to any products (including spare parts) that Seller purchases from a third party manufacturer or supplier, Client acknowledges and agrees that any warranties or guarantees are limited to those provided by such third party manufacturer or supplier.
11.2. In the event of a valid warranty claim from the Client, the Seller is entitled to repair or exchange the delivered goods at its own discretion, unless this has demonstrably become pointless for the Client in the meantime. If the Seller informs the Client that he will proceed with the repair of the goods, the Client will make the delivered goods available to the Seller at its own expense and risk.
11.3. All warranty obligations of the Seller will lapse if the defects or imperfections in the delivered goods invoked by the Client are the result of (i) any incorrect, careless or incompetent use or management of the goods by the Client, its representatives or third parties; (ii) a modification of the delivered goods not agreed to by the Seller, made by the Client, its representatives or third parties; (iii) lack of (timely) maintenance of the products, use of non-original spare parts or (iv) any external causes such as, but not limited to, substances such as acid, fire or water damage.

12. Liability
12.1. The seller undertakes to perform the contract to the best of its ability and in accordance with the rules of good practice.
12.2. The Seller cannot be held liable for damages resulting from late, incorrect and/or incomplete information or data as communicated by the Client and for the consequences of the use and any consequences suffered by the Client, a third party or their goods as a result of the products delivered, installed and/or shipped. The sale is and will continue to be made on behalf and at the risk of the Client, who is liable for any accidents, infringements, proper storage, timely maintenance, etc. The Client is also liable for and, where appropriate, will indemnify the Seller for any damage (including fire) caused by the products, insofar as this damage is the result of a circumstance for which the Client is responsible under the agreement or these General Terms and Conditions. This provision is without prejudice to the mandatory rights of injured third parties under  product liability legislation.
12.3. Each Party shall only act against the other Party itself and not against its directors, permanent representatives, owners, employees, engineers, subcontractors and appointees, nor against those of its affiliated companies, and vice versa. The Parties expressly declare that they exclude the application of Article 6.3, §2 of the Belgian Civil Code, to the extent permitted by law. This exclusion does not apply if the damage caused is the result of a violation of the physical or psychological integrity of a person, or is the result of intent or intentional misconduct.
12.4. The Seller does not guarantee the quality of its products in the event of abnormal or incorrect use, maintenance that is not carried out in a timely or incorrect manner, irregular or defective inspection, modification of the goods, poor storage conditions, (dis)assembly or repair by the Client.
12.5. Except in the case of fraud or willful misconduct or of damages resulting from impairment of the life or physical or psychological integrity of any person and to the extent permitted by applicable law, the Seller shall not be responsible for any indirect, incidental, or consequential damages (including: property damage, financial loss, special and punitive damages, loss of profits, personnel costs, damage to third parties, loss of income), damage to other goods, machines or installations of the Client. In this regard, the Client waives any right of recourse against the Seller and/or its representatives. In addition, the maximum liability of the Seller shall in all cases, subject to the exceptions mentioned above, never exceed the price paid for the products and/or services in question. These limitations of liability shall also apply to the benefit of the Seller's directors, owners, subcontractors and appointees.

13. Complaints
13.1. The Client is obliged to inspect the products and the result of the service immediately upon delivery. This means that the Client must thoroughly and accurately check (or have checked) whether the products and services comply with the agreement in all respects, in particular whether the correct products have been delivered, the quantity of the products is correct (quantity, number, weight), the (non-)conformity or the condition of the delivered goods or the correct delivery of the services. Under penalty of forfeiture of the complaint, such complaints must be reported to Seller in writing immediately after such inspection and no later than eight (8) calendar days after receipt of the goods, specifying the nature of the failure.
13.2. Complaints relating to hidden defects (i.e. defects in conformity that could not reasonably be identified during the inspection referred to in Article 13.1) (also those covered by the manufacturer's or supplier's warranty, which warranty has been negotiated directly with the Client), which become apparent within six months of the delivery of the goods,  must be reported to the Seller by means of a reasoned registered letter no later than eight (8) calendar days after discovery of the defect or after the defect should reasonably have been discovered. Any complaint after this period is in any case inadmissible. The use or resale of the goods after the Client has discovered or should have discovered the defect shall be deemed to constitute acceptance thereof. No complaint or dispute of any kind shall entitle the Client to suspend the performance of its obligations to the Seller or to cancel the entire order or delivery. In the event of a well-founded complaint, the seller's maximum liability will never exceed the price of the product. Any action for lack of conformity must be brought within one (1) year of the notification of the defect, under penalty of forfeiture. In doing so, the parties expressly deviate from the non-mandatory (suppletive) provisions of Book 7 of the Belgian Civil Code.
13.3. Complaints regarding the services performed by Seller must be reported to Seller by registered letter no later than fourteen (14) calendar days after completion of the works. If the Seller has to engage an expert to investigate the merits of the complaint, the Client will bear the costs of this investigation if it turns out that the complaint is unfounded.

14. Intellectual property rights
14.1. All intellectual, industrial and other (property) rights (including but not limited to all patents, rights to inventions, utility models, copyrights and related rights, trademarks, service marks, rights to designs, etc.) relating to the services provided, as well as to the products designed, developed and/or made available pursuant to the agreement, are vested exclusively in Seller (and/or the manufacturer or supplier).

15. Retention of title
15.1. All goods delivered or to be delivered by the Seller will remain the property of the Seller under all circumstances as long as the Client has not paid any claim brought by the Seller, such as in any case a claim for payment of the price of the goods.
15.2. The Client is obliged to store the goods delivered subject to retention of title with care and as the property of the Seller.
15.3. As long as ownership has not been transferred to it, the Client is not permitted to pledge, otherwise encumber or transfer the goods delivered under retention of title in whole or in part to third parties, except insofar as this transfer takes place in the context of the Client's regular business operations.
15.4. When circumstances so require, for example when the Client is declared bankrupt or when a third party intends to seize or has seized the goods, the Client shall inform these third parties (e.g. a receiver or creditors) of the Seller's ownership of the goods by registered letter. The Client shall inform the Seller of this without delay by registered letter.
15.5. If the Client does not fulfil its payment obligations towards the Seller or if the Seller has good reason to fear that the Client will fail to comply with them, the Seller is entitled to take back the goods delivered subject to retention of title. The Client will ensure that – if necessary on behalf of a third party (buyer) or custodian – the location of the goods is communicated to the Seller at the Seller's first request and that the goods are returned to the Seller at the expense and risk of the Client. To the extent necessary, the Seller is hereby granted an irrevocable mandate to take back the goods, as well as a mandate to enter the premises required for this purpose. After repossession, the Client will receive the market value of the goods as compensation, which will never exceed the price originally agreed between the Client and the seller and after deduction of the costs incurred by the seller in connection with the seizure.

16. Severability
16.1. To the extent possible, the provisions of these Terms and Conditions and of the Agreement shall be interpreted in a manner valid and enforceable under applicable law.
16.2. The (partial) nullity, unenforceability, non-opposability or impossibility of performance of one provision of these General Terms and Conditions or of the agreement does not affect the application or validity of the other provisions.
16.3. The parties shall endeavor to replace any provision that is held to be void, unenforceable, non-opposable or impossible to perform with a provision that reflects the parties' intentions.

17. Governing Law and Jurisdiction
17.1. All contracts concluded with the Seller and the related disputes are exclusively governed by Belgian law, to the exclusion of the Vienna Convention.
17.2. All disputes arising from the agreement or from these General Terms and Conditions, which form an integral part thereof, will be settled exclusively by the competent courts of the judicial district of Antwerp, division Hasselt.
17.3. In case of discrepancies between the Dutch and English version, the Dutch version shall prevail.

18. Entry into force
18.1. This version of the Terms and Conditions applies to all agreements concluded from November 1, 2026 and replaces all previous versions, including the separate terms and conditions of BREETEC VALVE SERVICES BV dated May 11, 2022.