1. Notwithstanding any communications to the contrary in the past or future, the Customer expressly accepts by requesting a quotation from, placing an order or concluding an agreement with TadBlu BV, with registered office at 3600 GENK (Belgium), Dennenstraat 7, VAT BE 0672.574.739 (hereinafter “Tadblu”), that only the following general terms and conditions apply to all contractual, precontractual and non-contractual legal relationships between Tadblu and the Customer. Any and all agreements, subsidiary agreements, assurances, and alterations of the agreement shall be made in writing. Oral alterations or amendments of the agreement are void.
2. An order by the Customer only becomes binding after written confirmation by Tadblu.
3. The delivery terms agreed to or suggested by Tadblu are only given as information and are not binding. If Tadblu cannot comply with the suggested delivery term, this does not give the Customer the right to cancel or suspend the order and does not give the Customer any right to compensation, indemnity or damages. From the day of the delivery forth, the Customer shall assume all risks with respect to the products, including force majeure and destruction of products.
4. Tadblu warrants that its products comply with all applicable binding Belgian and harmonized European laws and regulations. Tadblu does not warrant the compliance of any laws, regulations, standards or other requirements that originate from non-EU countries and are not applicable within the European Union, unless otherwise in writing agreed upon.
5. Immediately upon delivery, the Customer shall examine the quality and quantity of the products. The Customer must notify Tadblu by registered mail of any visible non-conformity or visible defects regarding quality and quantity of the products within 3 days after receipt of the goods. After this period, the Customer loses the right to appeal to the visible non-conformity or visible defects of the products. Complaints regarding hidden defects have to be filed with Tadblu in writing by means of registered mail within 15 days after the deficiency has been ascertained or could have been ascertained. Complaints never give the Customer the right to suspend the payment of the price or other commitments of the Customer. If the Customer makes a timely and justified complaint about a non-conformity or defect, Tadblu can at its own discretion either replace the non-conform or defective product or choose another remedy. As far as the complaint can be repaired within a reasonable time, the Customer has no right to any compensation whatsoever.
6. Orders are billed at price ratings and conditions valid at the time of the order confirmation by Tadblu. Unless stipulated otherwise, all invoices are payable within 15 days. In the event of late payment of an invoice, the Customer shall be in default without any notice of default being required and the Customer shall pay interests as from the due date of the invoice until the date of payment in full at an interest rate of 10% per year. In case of non-payment or late payment of an invoice, the Customer will also be liable for a fixed indemnity of 10% of the invoice amount with a minimum of 250 € per invoice. Objection against the invoice has to be raised in writing by means of registered mail and in detail within 7 days upon the invoice date. Unless specified otherwise, all prices are exclusive of taxes, VAT and other costs.
7. It is specifically agreed that all deliveries to the Customer shall remain the exclusive property of Tadblu as long as the Customer has not fully fulfilled all his obligations, particularly concerning the full payment of the price and all other costs and interests, if applicable. If the Customer does not fulfill its financial obligations or Tadblu has a legitimate fear the Customer cannot fulfill its obligations, Tadblu is entitled to retake or reclaim the unpaid deliveries at all times and without notice. The Customer is obliged to confer his full cooperation to Tadblu if the latter executes the aforementioned right, in order to facilitate such retake or reclaim.
8. In case of force majeure, Tadblu is entitled to suspend its obligations or to terminate the agreement without judicial intervention. This shall not give the Customer the right to any compensation, indemnity or damages. Tadblu shall inform the Customer of the circumstances and of its decision. Circumstances which are seen as force majeure are among other things: war, riots or other disturbances of public order, fire, cracking of materials, exceptional traffic disruption, exceptional climatic circumstances, strikes, lock-outs, disruptive energy supply, partial or total default or delay of third parties which Tadblu has invoked for the execution of the agreement, f.e. to deliver the necessary materials or services. This list is illustrative and not exhaustive. Equal to force majeure are circumstances which make the execution of the agreement impossible, unreasonably heavy or make the execution of the agreement unreasonably long, in such a way that execution of the agreement cannot reasonably be demanded anymore under the same conditions.
9. Tadblu shall only be liable for any direct injury, loss or damage if such occurred to Tadblu’s gross negligence or in the event of breach of material contractual duties by Tadblu provided that Tadblu shall not be liable for any indirect, special or consequential loss, expense or damage. The Customer agrees that Tadblu shall have no other liability in respect of any injury, loss or damage (direct, indirect or consequential) in connection with the agreement. The liability of Tadblu shall in no case exceed the lowest of the following amounts: (1) the invoiced amount, or (2) the amount paid by the insurance company in accordance with the insurance policies underwritten by Tadblu.
10. Tadblu remains the sole and exclusive titular of all intellectual property rights, such as but not limited to trade names, trademarks, domain names, copyrights and trade secrets, on the goods delivered by her. Any documents, information, knowhow, models and/or designs, of any nature provided to the Customer during the negotiations and/or execution of the agreement between Tadblu and the Customer, and/or which are mentioned in a document from Tadblu, including an order confirmation and a delivery note, must be treated as confidential. Such documents, information, knowhow, models and designs remain the property of Tadblu and shall not be disclosed to third parties, copied or used directly or indirectly, wholly or partially for purposes other than those for which they are intended, except with the express written consent of Tadblu.
11. In accordance with the provisions of the General Data Protection Regulation (GDPR), Tadblu processes data for the purpose of project management and bookkeeping. In this connection Beads of Love also stores the data obtained due to the business relationship with the Customer. This processing is necessary to comply with (i) the legal obligations of Tadblu as well as (ii) for the correct execution of the agreement between Tadblu and the Customer. According to GDPR legislation, the Customer shall always have the right to request data access, inspection, data rectification or erasure, information, data portability, objection, limitation to the processing of the data relating to him and to be forgotten upon written request, in accordance with the applicable legal provisions.
12. All agreements concluded with Tadblu shall be governed by Belgian law. In case of a dispute, the courts of the judicial district of Hasselt (Belgium) shall have exclusive jurisdiction.