GENERAL TERMS AND CONDITIONS OF BOSQ BV

1. SCOPE

1.1. These are the general terms and conditions of BOSQ BV (“Bosq”), a private limited company under Belgian law, registered in the Belgian Crossroads Bank for Enterprises under number 0434.645.221, RPR (Belgium) Antwerp, Mechelen division, with its registered office at Blarenberglaan 6, 2800 Mechelen (Belgium), lovewood@bosq.be.
Bosq is engaged in the manufacture and sale of veneer and wood-based panels (the “Goods”).

1.2. These general terms and conditions (“General Terms and Conditions”) apply exclusively to all quotations, order confirmations, invoices, delivery notes, contracts, and other legally binding obligations in the commercial relationships between Bosq and its customer (whether or not a prospect) (“Customer”). Bosq does not deal with consumers.

1.3. Bosq considers these General Terms and Conditions to be an essential element of any relationship and/or any contract between the Customer and Bosq.

1.4. Any purchase terms of the Customer are excluded and shall not be deemed accepted by Bosq.

1.5. A contract with Bosq may be concluded in Dutch, French, English, or German.

1.6. The Dutch version of these General Terms and Conditions shall prevail over any other version.

2. QUOTATIONS – INVOICES – PAYMENTS

2.1. Bosq’s quotations are without obligation. Bosq is only bound by Customer orders if and once Bosq has expressly and in writing accepted them. If Bosq accepts an order, it is always under the suspensive condition that the ordered goods are available in its warehouse or can be obtained under its usual terms and within its usual timeframes. When the confirmed quotation prescribes an advance payment or cash payment, Bosq shall only commence performance after full payment thereof.

2.2. The Customer shall provide all necessary information to enable Bosq to prepare a correct quotation. Costs resulting from errors or adjustments due to incorrect or insufficient information shall be borne solely by the Customer.

2.3. Any stated delivery times are purely indicative and not binding upon Bosq. A delay in delivery does not entitle the Customer to claim damages and/or to unilaterally terminate the contract with Bosq.

2.4. The prices in Bosq’s quotations, invoices, and/or contracts are always expressed in euros, exclusive of VAT and exclusive of packaging, transport, delivery, and/or other costs, unless expressly stated otherwise.

2.5. Any possible exchange rate risk, as well as increases in taxes, import duties, and/or excise duties, shall be borne by the Customer.

2.6. Bosq cannot guarantee the prices of materials and/or associated costs. The Customer understands that prices partly depend on those set by suppliers and/or service providers and/or other costs of Bosq. Bosq has the right to unilaterally adjust prices, transport costs, and/or other charges if suppliers and/or service providers change their prices, in case of changes in labor costs, or as a result of legislative changes (including changes in taxes, excise duties, etc.), within the limits of Belgian law (to the extent such limits apply to the contract between the Customer and Bosq).

2.7. All Bosq invoices and/or amounts due to Bosq are payable in euros at Mechelen (Belgium).

2.8. The Customer accepts that all invoices will be sent electronically in accordance with Belgian e-invoicing legislation.

2.9. Unless otherwise agreed in writing, Bosq’s invoices are payable no later than the 30th calendar day after the invoice date (“Due Date”). In the event of late or incomplete payment, Bosq is entitled to suspend all current orders or assignments of the Customer, and from the Due Date onwards the Customer shall, by operation of law and without prior notice, owe additional interest pursuant to the Law on Late Payment in Commercial Transactions, increased by 2%, with a minimum rate of 12%, and in addition a fixed compensation of 15% of the invoice amount, with a minimum of EUR 35.00. This is without prejudice to Bosq’s right to claim higher damages if its actual loss is greater (derogating from Art. 5.88 §1 Belgian Civil Code). In the event of non-payment or partial payment of any single invoice on its Due Date, all other amounts owed under other Bosq invoices shall become immediately and fully due and payable, even if not yet due.

3. THE GOODS

3.1. The Customer understands and accepts that the Goods are based on natural materials. Variations in color and/or pattern may therefore occur, which may differ from a received sample and/or image of the goods concerned, or may occur between Goods themselves. Such variations shall not constitute a defect in the Goods.

3.2. Bosq delivers the Goods untreated and is not responsible for their treatment. Such treatment is always at the Customer’s cost and risk.

3.3. Without prejudice to the usage instructions in the technical product information, Bosq recommends treating the Goods with solvent-based products and not with water-based varnish. The Customer understands and accepts, however, that different types of Goods may require specific treatment and use and must always consult and comply with the technical product information of the relevant Goods.

3.4. If the Customer requests a specific item that is not part of Bosq’s standard range and Bosq agrees to source such item, Bosq shall not be responsible for providing the technical product information. The Customer must obtain such information directly from the manufacturer.

3.5. The Customer must use, treat, and store the Goods in accordance with their technical product information. The Customer also undertakes to share this technical product information with its own clients. Bosq cannot be held liable for damage to the Goods or resulting damages caused by the Customer’s failure to follow or communicate this technical product information.

3.6. The Customer acknowledges that any technical advice, information, suggestions, or recommendations provided by Bosq regarding the Goods, or their suitability or desirability for a specific use or application, are based solely on Bosq’s general knowledge. These are intended as general guidelines and do not constitute any declaration or warranty by Bosq that the Goods are actually suitable or desirable for a particular use or application.

4. DELIVERIES

4.1. Unless expressly agreed otherwise in writing, deliveries of the Goods take place at Bosq’s registered office. A delivery consists of making the Goods available at Bosq’s premises (“ex works”). The Customer must collect the Goods when they are made available. If the Customer refuses or neglects to take delivery, the Goods will be stored at the Customer’s cost and risk. In such a case, the Customer shall owe Bosq all additional costs, including storage costs.

4.2. Upon delivery, the Customer must properly inspect the Goods for visible defects. Any defects must be reported to Bosq in writing in accordance with Article 5.1 of these General Terms and Conditions. If the Goods are resold, treated, and/or processed, they are deemed to have been accepted.

4.3. The risks of loss, destruction, or any other damage to the Goods transfer to the Customer from delivery in accordance with Article 4.1 of these General Terms and Conditions.

4.4. Any transport agreed upon shall be at the Customer’s risk.

5. BOSQ’S LIABILITY

5.1. Only defects explicitly noted on the delivery note and/or notified to Bosq by e-mail within ten (10) calendar days of receipt may give rise to any liability on the part of Bosq, provided that all other provisions of these General Terms and Conditions are met and within their limits.

5.2. Bosq is not required to provide any warranty for hidden defects of which it was unaware at the time of sale.

5.3. Any contractual and extra-contractual liability of Bosq under a contract with the Customer is excluded, except in cases of intent or gross negligence by Bosq and/or its agents, or in case of failure to perform the essential obligations forming the object of the contract, or in case of damages affecting a person’s physical integrity, except in cases of force majeure.

5.4. Without prejudice to the above, Bosq’s liability shall in any case be limited to the amount on the Customer’s invoice, and only up to 50% of the amount actually paid by the Customer, and is further limited to the Customer’s direct and foreseeable material damage.

5.5. The extra-contractual liability of Bosq’s shareholders, corporate bodies, directors, management contractors, and/or employees (together, “Bosq’s Auxiliaries”) is excluded. The Customer therefore waives, as far as permitted under Belgian law, any right to bring an action against Bosq’s Auxiliaries based on extra-contractual liability. The Customer may hold Bosq’s Auxiliaries directly liable only in the case of intent or where the physical or psychological integrity of a person is affected.

5.6. The Customer undertakes to include in its contracts with third parties a clause granting Bosq immunity as a possible performing agent or auxiliary of the Customer. The Customer undertakes to contractually stipulate that third parties cannot bring claims against Bosq and/or Bosq’s auxiliaries arising from or related to the contract between the Customer and such third party. In such a case, the Customer shall fully indemnify Bosq against any claims made by such third party.

5.7. In the event of an attributable failure by Bosq, the Customer shall, in addition to Article 5.85, third paragraph of the Belgian Civil Code, only be entitled to have Bosq replaced extrajudicially by a third party for the performance of such obligations if (i) exceptional circumstances exist (including urgency), (ii) a prior written notice of default has been sent to Bosq granting a reasonable remedy period of thirty (30) days, and (iii) the attributable failures have been previously and mutually established. If these cumulative conditions are met, the Customer may, by written notice clearly stating the replacement decision and its reason (i.e., the alleged failures), proceed with replacement. If one or more of these conditions are not met, extrajudicial replacement is expressly excluded. Any such replacement is at the Customer’s risk.

5.8. Bosq’s liability is excluded in cases of force majeure. Force majeure includes, but is not limited to: strikes, total or partial work stoppages, lockouts, accidents, material failure, delays or errors by and/or bankruptcy of contractors or other third parties upon whom Bosq depends, fire, difficulties in supply or production, transport difficulties, traffic congestion, mechanical breakdowns, weather conditions, lightning, fire, water damage, flooding, war, threat of war, riots, vandalism, terrorist attacks, unforeseen government measures, epidemics, pandemics, and all measures or decisions by third parties or authorities arising from a pandemic, government decisions or interventions (including refusal or cancellation of a license or permit), acts and/or omissions of service providers or suppliers, force majeure of third parties, staff shortages, fuel shortages, electrical, IT, internet, or telecommunications failures, seizure, hacking, illness, etc.

6. RETENTION OF TITLE AND PLEDGE

6.1. All Goods remain the property of Bosq, even in the event of (unauthorized) incorporation or modification, until full payment of the price, including applicable interest, costs, and other fees. To ensure the continuation of the retention of title after incorporation, Bosq reserves the right to register it in the pledge register. All risks and additional costs associated therewith are borne by the Customer. Bosq’s retention of title extends to all claims replacing the Goods under retention of title. The Customer undertakes to inform third parties of this retention of title.

6.2. Paid advances remain acquired by Bosq as compensation for possible losses upon resale.

6.3. The Customer must keep the Goods owned by Bosq in good condition and may not, without Bosq’s consent, modify, pledge, sell, or otherwise encumber, incorporate, or transform them. The Customer also ensures that its own clients, in whose products the Goods may have been incorporated with Bosq’s consent, comply with the same obligation.

6.4. Goods entrusted by the Customer to Bosq for processing are deemed to form part of a single indivisible contract, even if executed in successive performances.

6.5. The parties expressly agree that all Goods located in Bosq’s warehouses and workshops are pledged by the Customer as collateral for payment of any amounts due for processing fees on previously returned Goods. New Goods entrusted by the Customer to Bosq for processing are deemed to replace the previously returned processed Goods.

7. INTELLECTUAL PROPERTY

7.1. All designs, plans, documents, sketches, drawings, calculations, processes, samples, and the like prepared or adapted by Bosq are and remain the property of Bosq and are protected by intellectual property rights. The Customer may not use such designs, plans, documents, sketches, drawings, or samples for purposes other than the contract with Bosq and may not share them with third parties unless necessary for the execution of that contract. The Customer may no longer use this information or these documents if the contract with Bosq does not come into effect or is not fully executed.
In case of breach of this clause, the Customer shall pay Bosq a lump-sum compensation of EUR 25,000 (twenty-five thousand euros) per infringement and EUR 500 (five hundred euros) per day that the infringement continues, without prejudice to Bosq’s right to claim higher damages if a greater loss is proven (derogating from Art. 5.88 §1 Belgian Civil Code), and without prejudice to Bosq’s right to demand injunctive relief or cessation of the infringement and/or any other rights.

8. MISCELLANEOUS

8.1. Bosq’s privacy policy is available at www.bosq.be/privacy-policy and applies to every relationship between the Customer and Bosq.

8.2. If any provision of these General Terms and Conditions or part thereof is unenforceable or contrary to mandatory law or public order, this shall not affect the validity or enforceability of the remaining provisions. In such case, Bosq and the Customer shall negotiate in good faith to replace the unenforceable or conflicting provision with a valid and enforceable one that most closely reflects the intent and purpose of the original provision. Any deviation by Bosq from these General Terms and Conditions shall never be construed as a waiver thereof.

8.3. These General Terms and Conditions, the relationship with the Customer, and/or the contract with the Customer shall be governed by and interpreted in accordance with Belgian law. In case of dispute, only the courts of Mechelen (Belgium) shall have jurisdiction. The legal language shall always be Dutch.