Terms and conditions

In these terms and conditions the following concepts are used:

• Service Provider: Mirkoz Vending BV, established at 3600 Genk, Winterslagstraat 207/B1, registered under company number BE 1040.465.649.
• Customer: any legal entity (B2B) that enters into an agreement with the Service Provider.
• Agreement: all arrangements between the Service Provider and the Customer concerning the delivery, sale, rental and loan of goods, including any supplementary agreements or amendments recorded in writing. Signing the quotation, or in fact performing it, brings the agreement into being. The agreement can never come about without acceptance of these terms and conditions.
• Design: all documents, quotations, instructions, manuals, guides or plans produced by the Service Provider, whatever the medium on which they are supplied.
• Supplier: any third party with which the Service Provider works for the delivery of goods, materials or services required to perform the agreement with the Customer.

Matters not described in these terms are governed by the generally applicable rules of Belgian law.

Quotations are issued without obligation and are valid for 30 days, unless stated otherwise. Once the period of validity has expired, the Service Provider may amend the conditions.

Any additional works, changes or extensions not included in the original quotation or agreement will give rise to an amended quotation and separate price arrangements. Such additional work is only carried out after written approval by the Customer.

Unless agreed otherwise in writing, the goods are transported by the Service Provider. The Customer has the option of collecting the goods at the Service Provider's address, subject to prior consultation with the Service Provider.

The delivery periods stated are purely indicative and do not bind the Service Provider, unless expressly agreed in writing as an obligation of result. Exceeding these periods gives the Customer no right to damages or to termination of the agreement.

The Service Provider reserves the right to adjust delivery periods in the event of force majeure or unforeseen circumstances beyond the Service Provider's control, including but not limited to weather stoppages, strikes, late delivery by suppliers or transport obstructions.

The Service Provider bears the risk of loss of or damage to the goods during transport until delivery to the Customer is complete. After delivery, the risk passes to the Customer.

Where the Customer arranges its own transport, delivery is deemed to have taken place at the moment the goods leave the Service Provider's warehouse. From that moment, the risk of loss, theft or damage passes in full to the Customer.

On receipt of the delivered goods, the Customer is obliged to inspect them immediately for visible damage or defects. If damage or defects are found, the Customer must report this to the Service Provider without delay and at the latest within 72 hours of receipt, by registered post or by email. If the damage is not reported in time, the Customer is deemed to have received the goods in good condition and free of visible defects, and any possibility of claiming damages or a refund lapses. The postmark of the notification determines whether the complaint was received in time.

Where the Customer collects the goods, the Customer is given the opportunity to inspect and test them on site. The Customer physically taking the goods away amounts to unconditional acceptance of their visible condition and of the proper working of the appliance.

In the event of force majeure, including unforeseen and exceptional circumstances in the broadest sense of the word that make performance of the agreement excessively onerous, the Service Provider may suspend performance of the agreement for as long as the force majeure situation continues. The Service Provider will inform the Customer of this as soon as possible.

If an unforeseeable change of circumstances not attributable to the Service Provider occurs, as a result of which performance of the agreement becomes excessively onerous and can no longer reasonably be required, both parties have the right to renegotiate the agreement with a view to amending or terminating it. Renegotiation does not affect performance of the obligations during those negotiations.

Article 5.74 of the Belgian Civil Code will also serve as the basis in the event of a dispute.

Additional costs may be charged for necessary materials or equipment required to carry out the delivery and/or the works, including but not limited to a furniture lift.

All prices are shown exclusive of VAT. Additional costs, such as transport and administration, are clearly specified in the quotation.

Invoices must be paid within 10 days of the invoice date, without prejudice to the provision in article 6.3 stating that the full purchase price must in any event be paid before actual delivery.

• A first advance of 50% of the total invoice amount falls due immediately upon signature of the quotation. The order is only processed definitively once this first payment has been received.
• The remaining balance of 50% must be paid at the latest before the scheduled delivery date.

The Service Provider reserves the right to suspend delivery for as long as the full invoice value has not been paid in full into the Service Provider's account. Any delays in delivery resulting from late payment by the Customer cannot give rise to damages or to termination of the agreement.

The Service Provider reserves the right to pass on increases in the price of materials and transport to the Customer.

Any changes are communicated transparently and are based on objective parameters, such as increases in the cost of raw materials or transport and/or labour costs. The Service Provider will communicate such a change to the Customer before delivery.

If payment is not made within the agreed period, the Service Provider may suspend all performance until it has received payment from the Customer.

All invoices must be paid within the agreed period or, failing that, within 10 days of the invoice date. A longer payment term (up to a maximum of 60 days) is only valid if agreed in writing. If a payment arrangement or instalment plan has been agreed and the Customer fails to meet one or more of its terms, the payment arrangement lapses and the entire outstanding balance falls due without prior notice of default.

In the event of late payment, the creditor is entitled, without notice of default, to:

• Default interest: 10.5% per year, calculated on the outstanding amount from the due date until payment in full.
• Fixed recovery compensation: a minimum of €40 for administrative costs, increased by reasonable and substantiated recovery costs including legal costs.

Every obligation of the Service Provider is always a best-efforts obligation. The Service Provider is in no event liable for any form of immaterial, indirect or consequential loss suffered by the Customer, except in the event of intent, fraud, deceit or gross negligence.

The Service Provider is not liable for damage or faults arising from unlawful use by the Customer or by third parties, or from modifications made by the Customer itself. The Service Provider cannot be held liable for obvious material errors or unrealistic prices in a quotation.

Any non-contractual liability of the Service Provider, its appointees and/or directors is excluded, except in cases where such liability cannot lawfully be excluded on the basis of mandatory law. Claims for damages are — except in the event of intent, fraud, deceit, gross negligence or failure to perform essential elements of the agreement — always limited to the invoice amount excluding VAT.

All documents, quotations, instructions, manuals, guides, plans and other materials produced by the Service Provider remain the property of the Service Provider, unless agreed otherwise in writing.

The Customer's use of these materials is limited to the agreed purposes and to the framework of the assignment concerned. Using, modifying or copying designs without written permission is not allowed.

The Service Provider guarantees that the goods and/or services delivered, in so far as applicable, meet the quality requirements set by the original Supplier or manufacturer. Any warranty conditions provided by the Supplier or manufacturer are transferred in full to the Customer.

The Service Provider is not responsible for any limitations or exclusions of the warranty imposed by the original Supplier or manufacturer. The Service Provider undertakes to facilitate communication between the Customer and the Supplier where necessary, but cannot guarantee any particular handling by the Supplier.

Hidden defects must be reported in writing within one year of completion. Complaints submitted after this period are no longer taken into consideration.

Warranty claims on goods sold are only valid if the defect was not caused by an unsuitable environment (such as temperatures below 5 degrees Celsius, humidity or an unstable surface). In addition, any warranty claim lapses if the damage results from failure to comply with the prescribed user instructions and technical manuals supplied with every appliance.

For rented appliances, the warranty and technical support are governed exclusively by the provisions of the rental agreement concerned.

Complaints about goods delivered, or any protest against an invoice, must be notified by registered letter within 72 hours of the defect being discovered and at the latest within 10 days of delivery or of the invoice being sent. The postmark determines the application of this period.

If the Customer does not report defects within the inspection period, the works are deemed to have been completed in full and to the Customer's satisfaction, and any visible defects are accepted.

Disputes are preferably resolved through mediation. If an amicable solution proves impossible, disputes are settled by the court of the Service Provider's place of establishment. All agreements are governed exclusively by Belgian law.

The Service Provider reserves the right to amend these terms and conditions. The most recent version is provided to the Customer by email or by post. Unless the Customer objects within 10 days of it being sent, the amended terms take effect automatically.

If a provision of these terms is declared invalid or void, the remainder of that provision and the other provisions remain in full force. In that case, both parties will consult to find replacement wording that respects the intent of the original provision as closely as possible.

The Service Provider reserves the right to regard the agreement as terminated by operation of law and without prior notice of default from the date the termination is sent, in the event of bankruptcy or manifest insolvency.

In the event of early termination of a rental agreement by the Customer, the specific compensation set out in that agreement applies, by way of derogation from the general provisions of these terms.