1.1. These General Terms and Conditions (hereinafter referred to as the “Terms”) apply to all sales by CHG-MERIDIAN BELUX, having its registered office at 1853 GRIMBERGEN, Romeinsesteenweg 468, 21-22, registered with the Central Database for Enterprises under the number KBO 0420.890.621; VAT VE 0420.890.621 (hereinafter referred to as “CHG MERIDIAN BELUX”) on the one hand and by CHG MERIDIAN BELGIUM, having its registered office at 1853 GRIMBERGEN, Romeinsesteenweg 468, 21-22, registered with the Central Database for Enterprises under the number KBO 0423.174.277; VAT BE 0423.174.277 (hereinafter referred to as “CHG-MERIDIAN BELGIUM”) on the other hand (hereinafter referred to collectively “CHG- MERIDIAN”) including, though not limited to, IT equipment.
1.2. These Terms apply exclusively to agreements between companies (B2B) (hereinafter referred to as the “Buyer”).
1.3. These Terms take precedence over any of the Buyer’s general terms and conditions that are contrary to or differ from these Terms, unless their validity has been expressly agreed in writing by CHG MERIDIAN.
1.4. CHG MERIDIAN reserves the right to supplement or change these Terms at any given time. CHG MERIDIAN undertakes to inform the Buyer of these modifications by all appropriate means.
2.1. The Sales Agreement shall be concluded after the Buyer accepts the offer drawn up by CHG MERIDIAN (hereinafter referred to as the “Agreement”). The Agreement shall be signed by both CHG MERIDIAN and the Buyer to be legally binding. The same applies to any additions or modification.
By signing the copy of the offer for approval or by confirming the Agreement by e-mail or by any other mention by the Buyer in which CHG MERIDIAN’s offer or proposal is accepted without reservation, the Buyer is conclusively bound. A final Agreement is concluded between CHG MERIDIAN and the Buyer at that time.
2.2. Under no circumstances can CHG MERIDIAN be bound by any verbal agreement.
2.3. By confirming the Agreement, the Buyer also automatically indicates acceptance of the Terms of CHG MERIDIAN.
3.1. The ordered goods shall remain in the full and complete ownership of CHG MERIDIAN as long as the Buyer has not paid the full price of these goods, even if these goods have been incorporated or modified in the meantime. Bankruptcy or the opening of a judicial reorganisation shall not affect the right of CHG MERIDIAN to terminate the existing Agreement in accordance with the legal provisions and to demand immediate repossession of its goods.
3.2. The ownership of the goods shall only be transferred to the Buyer after the Buyer has paid the full price to CHG MERIDIAN.
4.1. Unless otherwise stipulated in the written Agreement, all prices are quoted net.
4.2. All prices are exclusive of VAT. The applicable VAT rate is the rate that applies on the date of invoicing and is listed separately on the invoice. The VAT is payable by the Buyer to CHG MERIDIAN in accordance with the invoicing conditions.
4.3. All prices are exclusive of delivery costs. The goods are normally located at the Buyer’s registered office. If the goods have to be sent by CHG MERIDIAN to the Buyer, regardless of the underlying reason, the Buyer shall bear these costs in full.
5.1. Any protest of invoices must be made in writing and sent by registered post within eight days after the invoice date and addressed to CHG MERIDIAN’s registered office. The Buyer’s written protest must specify the date and number of the invoice, the reasons for the protest and (part of) the amount of the invoice that is disputed.
5.2. The absence of protest an invoice results in an irrefutable presumption of the Buyer’s explicit agreement with all provisions of the invoice, including applicable Terms.
6.1. Without prejudice to the right of CHG MERIDIAN to request advance payments, all invoices are payable within 30 days of receipt by bank transfer, unless otherwise stated in the Agreement or in the individual invoice.
6.2. Non-payment of the invoice gives rise to a default interest of 12% per year from the due date, by operation of law and without prior notice of default. In addition, if an invoice is not paid in full on the due date, CHG MERIDIAN is entitled to a fixed compensation equal to 15% of the invoice amount, with a minimum of EUR 150 per invoice, by way of compensation for the cost of extrajudicial collection and administration costs.
6.3. In the event of non-payment of an invoice on its due date, the balance due from all other outstanding invoices shall moreover become payable in full by operation of law. In addition, CHG MERIDIAN is permitted to suspend its services, including any outstanding deliveries.
7.1. CHG MERIDIAN reserves the right to terminate the Agreement unilaterally with immediate effect, without prejudice to its other rights and without the Buyer being able to claim any compensation for damages herefore:
a) If the Buyer fails to pay the price within the due date stipulated in the invoice;
b) if the Buyer fails to fulfil his obligations, even those imposed on him under another agreement;
c) if the creditworthiness of the Buyer is at risk or CHG MERIDIAN has any other objective reason to believe that the payment of the price shall not take place. By way of example, although not exhaustive, bankruptcy, judicial reorganisation or any other similar legal concept clearly constitutes circumstances that jeopardise the creditworthiness of MERIDIAN.
7.2. If the Buyer terminates the Agreement, cancels the order or the Agreement cannot be executed due to his, her or its actions, the Buyer owes CHG MERIDIAN compensation for damages amounting to 20% of the total amount of the Agreement, with a minimum of 150 EUR.
8.1. The goods sold are used equipment for which no guarantee is given.
8.2. CHG MERIDIAN does not offer guarantees for the compatibility of the different equipment and components. This also applies to the compatibility of the supplied equipment with the Buyer’s existing IT equipment.
8.3. Software, manuals, PC accessories such as notebook cases, keyboards, cables and mice and technical support are not included unless expressly stated in the Agreement. If any software has been included in the Agreement, the Buyer shall receive rights of use for the software. The copying, transfer or resale of the software requires the consent or prior approval of the rights holder. The Buyer undertakes in particular to be aware of and to comply with the MICROSOFT terms and conditions of use and licence. The Buyer is fully liable for any loss or damage resulting from a breach of these rights of use.
8.4. Any claims made by the Buyer must be made in writing by completing the complaint form and are at the Buyer’s expense. The complaint form can be sent upon request or downloaded as a PDF file from the CHG MERIDIAN website (www.chg-meridian.be).
9.1. CHG MERIDIAN is only liable for damage that the Buyer might suffer as a result of its intent or gross negligence. This liability is limited to foreseeable and typical damage.
9.2. Any liability for any damage other than that contained in Article 9.1. is expressly excluded.
9.3. CHG MERIDIAN is not liable to the Buyer for any shortcoming in the fulfilment of the Agreement or for any negligence in the fulfilment of the Agreement if the shortcoming or negligence is caused by force majeure. In the sense of these General Terms and Conditions, force majeure must be considered in the broadest sense. By way of example, although not exhaustive, non-delivery or late delivery of goods or accessories as a result of natural disasters, fire, flooding, acts of war, strikes, labour conflicts, the nullity of a contract with a third party relating to these same goods, and such like, constitute force majeure.
CHG MERIDIAN complies with the regulations on the protection and processing of personal data as laid down among others in the General Data Protection Regulation of April 27th 2016 (GDPR).
To the extent that personal data which are received by or disclosed to CHG MERIDIAN within the framework of an agreement with the Buyer, the latter declares that any processing shall be entirely in accordance with the applicable regulations. To the extent that personal data should be processed on behalf of the Buyer, CHG MERIDIAN is considered a Processor of personal data. In such a case, the Buyer undertakes to sign the Processing Agreement made available by CHG MERIDIAN.
The Buyer also declares and guarantees to CHG MERIDIAN that it shall comply with all applicable provisions relating to the processing and protection of personal data.
11.1. Belgian law applies to the Agreement, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.2. Only the courts of the judicial district of BRUSSELS are competent to rule on disputes arising from this Agreement.
11.3. All notifications to CHG MERIDIAN must be sent to the registered office by registered letter. Unless expressly agreed otherwise, all notifications to the Buyer are to be sent to the address stated in the Agreement. CHG MERIDIAN and the Buyer undertake to inform the other party of any change of address as soon as possible by registered letter.
11.4. Any invalidity of one or more clauses in these General Terms and Conditions does not affect the validity of the other clauses. In such a case, the provisions that correspond as closely as possible to the intended objective of the invalid clause(s) shall become applicable as a replacement.