Terms & Conditions United Defence BV
United Defence BV
Private Limited Company (BV)
Registered office: 1790 Affligem, Brusselbaan 228
VAT number: BE 0805.896.190
Private Limited Company (BV)
Registered office: 1790 Affligem, Brusselbaan 228
VAT number: BE 0805.896.190
General Provisions
1. Definitions
In these general terms and conditions, the following definitions apply:
In these general terms and conditions, the following definitions apply:
- United Defence BV: Private Limited Company (BV) United Defence, with registered office located at 1790 Affligem, Brusselbaan 228, and registered with the VAT administration under number BE 0805.896.190.
- Customer: any individual, company or representative of Belgian government institutions who enters into an agreement with United Defence BV.
2. Applicability of these terms
These general terms and conditions apply to all quotations, requests, communications, and also to every purchase and sale agreement between United Defence BV and the Customer.
By signing the purchase-sale agreement, the Customer commits to having read and approved these general terms and conditions and hereby agrees to these general terms and conditions.
These general terms and conditions apply to all quotations, requests, communications, and also to every purchase and sale agreement between United Defence BV and the Customer.
By signing the purchase-sale agreement, the Customer commits to having read and approved these general terms and conditions and hereby agrees to these general terms and conditions.
3. Effective date
These terms and conditions came into effect on September 15, 2023 and apply for an indefinite period. The general terms and conditions always take precedence over all other terms and conditions of the Customer. Additional terms and conditions of the Customer are excluded, except when these have been previously, written and expressly accepted by United Defence BV.
The representative of Belgian government institutions must present a valid power of attorney from which it is indisputably clear that they are authorized to validly represent the respective government institution when entering into an agreement with United Defence BV.
These terms and conditions came into effect on September 15, 2023 and apply for an indefinite period. The general terms and conditions always take precedence over all other terms and conditions of the Customer. Additional terms and conditions of the Customer are excluded, except when these have been previously, written and expressly accepted by United Defence BV.
The representative of Belgian government institutions must present a valid power of attorney from which it is indisputably clear that they are authorized to validly represent the respective government institution when entering into an agreement with United Defence BV.
4. Personal data of the Customer
The Customer has the right to access and correction of their personal data.
The Customer has the right to access and correction of their personal data.
Quotations, prices and formation
5. Quotations and prices
Quotations made by United Defence BV are entirely non-binding; they are valid for 30 days, unless expressly stated otherwise. Quotations only bind United Defence BV after written approval by the competent body of United Defence BV. United Defence BV is authorized to modify or withdraw a quotation/offer after acceptance by the Customer provided this takes place immediately. The prices stated in a quotation are exclusive of VAT, unless otherwise indicated and exclusive of other costs relating to the sale or delivery.
Quotations made by United Defence BV are entirely non-binding; they are valid for 30 days, unless expressly stated otherwise. Quotations only bind United Defence BV after written approval by the competent body of United Defence BV. United Defence BV is authorized to modify or withdraw a quotation/offer after acceptance by the Customer provided this takes place immediately. The prices stated in a quotation are exclusive of VAT, unless otherwise indicated and exclusive of other costs relating to the sale or delivery.
6. Formation of the agreement
An agreement is only formed by confirmation of the delivery order (i.e. order confirmation or purchase order), or if United Defence BV has commenced with the execution of the order.
Every agreement is entered into by United Defence BV under the condition that the Customer is and remains sufficiently creditworthy. United Defence BV is entitled to ask the Customer for information to assess their creditworthiness. The Customer is obligated at the first request of United Defence BV to provide sufficient security for the fulfillment of their contractual obligations towards United Defence BV. United Defence BV is also entitled to suspend the execution of the agreement until such a request has been sufficiently satisfied.
An agreement is only formed by confirmation of the delivery order (i.e. order confirmation or purchase order), or if United Defence BV has commenced with the execution of the order.
Every agreement is entered into by United Defence BV under the condition that the Customer is and remains sufficiently creditworthy. United Defence BV is entitled to ask the Customer for information to assess their creditworthiness. The Customer is obligated at the first request of United Defence BV to provide sufficient security for the fulfillment of their contractual obligations towards United Defence BV. United Defence BV is also entitled to suspend the execution of the agreement until such a request has been sufficiently satisfied.
Content of the agreement
7. Delivery time
The delivery terms specified by United Defence BV are indicated by way of information and are not binding, unless expressly and written otherwise agreed between parties.
From delivery onwards, the Customer is fully liable for the delivered goods and objects.
In case of non-timely delivery, the Customer must put United Defence BV in default in writing, with the understanding that United Defence BV receives a reasonable period of at least 14 working days to still fulfill its obligations.
If the agreed delivery time exceeds 30 working days, and United Defence BV foresees not being able to perform due to circumstances that cannot be attributed to it, the Customer has the right to dissolve the agreement without the possibility to claim damages to the detriment of United Defence BV. No delay in delivery time gives the right to modify the general terms and conditions.
The delivery terms specified by United Defence BV are indicated by way of information and are not binding, unless expressly and written otherwise agreed between parties.
From delivery onwards, the Customer is fully liable for the delivered goods and objects.
In case of non-timely delivery, the Customer must put United Defence BV in default in writing, with the understanding that United Defence BV receives a reasonable period of at least 14 working days to still fulfill its obligations.
If the agreed delivery time exceeds 30 working days, and United Defence BV foresees not being able to perform due to circumstances that cannot be attributed to it, the Customer has the right to dissolve the agreement without the possibility to claim damages to the detriment of United Defence BV. No delay in delivery time gives the right to modify the general terms and conditions.
8. Delivery
Delivery of goods takes place at the moment they are received at the warehouses by the Customer or the first carrier. Goods are always transported at the Customer’s risk. If the Customer fails to collect the goods or refuses to accept them, they will be stored and transported at their risk and cost.
If the Customer refuses to accept the goods upon delivery, the goods are considered accepted when the Customer does not accept them within eight days after sending a registered letter by United Defence BV, notifying them that the goods are ready for delivery. The remaining balance becomes immediately due.
Delivery of goods takes place at the moment they are received at the warehouses by the Customer or the first carrier. Goods are always transported at the Customer’s risk. If the Customer fails to collect the goods or refuses to accept them, they will be stored and transported at their risk and cost.
If the Customer refuses to accept the goods upon delivery, the goods are considered accepted when the Customer does not accept them within eight days after sending a registered letter by United Defence BV, notifying them that the goods are ready for delivery. The remaining balance becomes immediately due.
Complaints: Any complaints must be submitted by registered letter to United Defence BV within ten days after receipt of the purchased goods. No complaint can relieve the Customer of their obligation to settle the invoice on the due date.
9. Transport
If a different location is designated for delivery, the goods to be delivered by United Defence BV will be transported with their own means of transport or by carriers designated by United Defence BV, unless expressly agreed otherwise. The costs of this transport are for the Customer’s account, unless stated otherwise in writing.
If a different location is designated for delivery, the goods to be delivered by United Defence BV will be transported with their own means of transport or by carriers designated by United Defence BV, unless expressly agreed otherwise. The costs of this transport are for the Customer’s account, unless stated otherwise in writing.
10. Prices and price increases
The price includes the price for the goods and the costs of packaging. Costs of any transport, delivery and installation costs and costs legally chargeable are not included, unless expressly stated otherwise.
If United Defence BV agrees on a specific price with the Customer, United Defence BV is nevertheless entitled to increase the price. United Defence BV is not obligated to give prior notice of this. United Defence BV is obligated to bring price increases to the attention of the client as soon as possible in a specified manner.
United Defence BV is entitled to dissolve the agreement if incorrect prices have been established due to technical malfunctions.
The price includes the price for the goods and the costs of packaging. Costs of any transport, delivery and installation costs and costs legally chargeable are not included, unless expressly stated otherwise.
If United Defence BV agrees on a specific price with the Customer, United Defence BV is nevertheless entitled to increase the price. United Defence BV is not obligated to give prior notice of this. United Defence BV is obligated to bring price increases to the attention of the client as soon as possible in a specified manner.
United Defence BV is entitled to dissolve the agreement if incorrect prices have been established due to technical malfunctions.
11. Payment
All orders are immediately and cash payable, in Euros (€), at the registered office of United Defence BV at the time of concluding the agreement.
The right of the Customer to offset any claims against United Defence BV is expressly excluded.
Invoice complaints: The Customer is deemed to agree with the invoice if they do not report any complaints/objections within three (3) working days after sending the invoice in detail and in writing by registered letter to United Defence BV. Any complaint does not release the Customer from their payment obligation.
The entire claim of United Defence BV is immediately fully due and payable in case of:
All orders are immediately and cash payable, in Euros (€), at the registered office of United Defence BV at the time of concluding the agreement.
The right of the Customer to offset any claims against United Defence BV is expressly excluded.
Invoice complaints: The Customer is deemed to agree with the invoice if they do not report any complaints/objections within three (3) working days after sending the invoice in detail and in writing by registered letter to United Defence BV. Any complaint does not release the Customer from their payment obligation.
Default interest: In case of lack of payment on the due date of the invoice, the Customer owes by operation of law and without any prior notice or default notice a conventional default interest of 10% per year on the outstanding balance.
Flat-rate damages: In case of failure to pay within 15 working days after notice by registered letter, an increase of 10% of the originally invoiced amount as flat-rate damages will be due, with a minimum of €250.00.
Flat-rate damages: In case of failure to pay within 15 working days after notice by registered letter, an increase of 10% of the originally invoiced amount as flat-rate damages will be due, with a minimum of €250.00.
The entire claim of United Defence BV is immediately fully due and payable in case of:
- Non-punctual payment of amounts owed by Customer
- Bankruptcy, judicial reorganization, loss of legal personality, dissolution or liquidation of the Customer
- Transfer or merger on the part of the Customer
- Attachment at the expense of the Customer
Warranty and repairs
12. Warranty conditions
United Defence BV guarantees the quality of the product according to the description on the packaging and the accompanying user manual.
United Defence BV provides no further warranty and accepts no other liability than what the manufacturer or supplier has given or accepted towards them.
Returns: Goods for which warranty is invoked may only be returned by the Customer after prior consent from United Defence BV. Goods that are returned must be provided with:
Warranty is void in the following cases:
United Defence BV guarantees the quality of the product according to the description on the packaging and the accompanying user manual.
United Defence BV provides no further warranty and accepts no other liability than what the manufacturer or supplier has given or accepted towards them.
Returns: Goods for which warranty is invoked may only be returned by the Customer after prior consent from United Defence BV. Goods that are returned must be provided with:
- The complaint number provided by United Defence BV
- The original purchase receipt or invoice
- The accompanying, completely filled warranty certificate
- A clear description of the complaint
Warranty is void in the following cases:
- Normal wear and tear
- Changes to or in the product during the warranty period
- Improper or injudicious use
- Improper packaging when returning
- When the original invoice cannot be presented
- In case of outstanding payments
Liability
13. Limited liability
United Defence BV is only liable towards the Customer for damage resulting from defects in the delivered goods caused by intent and gross negligence of United Defence BV.
The obligations undertaken by United Defence BV are best efforts obligations.
United Defence BV is only liable towards the Customer for damage resulting from defects in the delivered goods caused by intent and gross negligence of United Defence BV.
The obligations undertaken by United Defence BV are best efforts obligations.
Complaints and disputes
14. Complaints and deadlines
The Customer must examine the goods delivered by United Defence BV upon delivery or as soon as possible (and at the latest within 24 hours thereafter). They must check whether the delivered goods comply with the agreement.
Defects that are not visible upon delivery and cannot be established by careful inspection must be brought to the attention of United Defence BV by the Customer within three (3) working days after their discovery, in detail and by registered letter.
The Customer must examine the goods delivered by United Defence BV upon delivery or as soon as possible (and at the latest within 24 hours thereafter). They must check whether the delivered goods comply with the agreement.
Defects that are not visible upon delivery and cannot be established by careful inspection must be brought to the attention of United Defence BV by the Customer within three (3) working days after their discovery, in detail and by registered letter.
15. Dispute resolution
In case of disputes, within three working days the necessary steps must be taken to have the complaints established contradictorily within the shortest possible time.
Expert assessment: United Defence BV commits to accepting assessments and attending them provided that:
The Customer is obligated to follow this amicable dispute resolution before turning to a court.
In case of disputes, within three working days the necessary steps must be taken to have the complaints established contradictorily within the shortest possible time.
Expert assessment: United Defence BV commits to accepting assessments and attending them provided that:
- United Defence BV is informed in a timely manner (at the latest 48 hours before the expert assessment) by fax or registered letter
- An acknowledged judicial expert is called upon, who is appointed amicably by mutual agreement
The Customer is obligated to follow this amicable dispute resolution before turning to a court.
Special provisions
16. Force majeure
Force majeure on the part of United Defence BV suspends their obligations under the agreement as long as the force majeure continues. United Defence BV additionally has the right to dissolve the agreement wholly or partially without United Defence BV being liable for any damages.
Force majeure means: government measures, lack of raw materials, strikes, factory occupation, blockade, factory and transport disruptions, embargo, war, power outages, fire, explosion, water damage, flooding, lightning strikes, extreme weather conditions, illness of personnel, quarantine, and non-compliance by suppliers with their obligations.
Force majeure on the part of United Defence BV suspends their obligations under the agreement as long as the force majeure continues. United Defence BV additionally has the right to dissolve the agreement wholly or partially without United Defence BV being liable for any damages.
Force majeure means: government measures, lack of raw materials, strikes, factory occupation, blockade, factory and transport disruptions, embargo, war, power outages, fire, explosion, water damage, flooding, lightning strikes, extreme weather conditions, illness of personnel, quarantine, and non-compliance by suppliers with their obligations.
17. Retention of title and risk
The goods delivered by United Defence BV remain their property until the Customer has fulfilled all obligations from any agreement concluded with United Defence BV.
The risk of the goods to be delivered by United Defence BV is for the Customer’s account from the moment of delivery, even if ownership has not yet been transferred.
The goods delivered by United Defence BV remain their property until the Customer has fulfilled all obligations from any agreement concluded with United Defence BV.
The risk of the goods to be delivered by United Defence BV is for the Customer’s account from the moment of delivery, even if ownership has not yet been transferred.
Prohibition on disposal: Until the moment that ownership is effectively transferred, the Customer is expressly prohibited from pledging, alienating, donating, encumbering, renting, lending, or otherwise disposing of the delivered goods in violation of the retention of title.
18. Right of suspension, dissolution and cancellation
United Defence BV has the right to dissolve or suspend the agreement in case of:
Cancellation: In case of cancellation, the Customer is liable for flat-rate damages of 30% of the agreed price, increased by work already performed and costs incurred.
United Defence BV has the right to dissolve or suspend the agreement in case of:
- Apparent inability of the Customer
- Request for suspension of payment
- Attachment of Customer’s assets
- Death of the Customer
- Non-fulfillment of obligations
- Cessation, liquidation or transfer of business
Cancellation: In case of cancellation, the Customer is liable for flat-rate damages of 30% of the agreed price, increased by work already performed and costs incurred.
Final provisions
19. Applicable law
These general terms and conditions and all quotations and agreements to which they apply are governed by Belgian law. The operation of the Vienna Sales Convention is expressly excluded.
Government institutions: Customers representing Belgian government institutions must check no later than 5 weeks before contract conclusion whether these terms and conditions show contradictions with Belgian public procurement regulations.
These general terms and conditions and all quotations and agreements to which they apply are governed by Belgian law. The operation of the Vienna Sales Convention is expressly excluded.
Government institutions: Customers representing Belgian government institutions must check no later than 5 weeks before contract conclusion whether these terms and conditions show contradictions with Belgian public procurement regulations.
20. Competent court
All disputes between United Defence BV and the Customer will be exclusively settled by the Justice of the Peace in Asse or the courts of the judicial district of Brussels.
All disputes between United Defence BV and the Customer will be exclusively settled by the Justice of the Peace in Asse or the courts of the judicial district of Brussels.
21. Costs and legal fees
United Defence BV has the right to claim recovery of all costs incurred for the collection of outstanding invoices, such as attorney fees, administrative costs, and costs of registered mail.
United Defence BV has the right to claim recovery of all costs incurred for the collection of outstanding invoices, such as attorney fees, administrative costs, and costs of registered mail.
These general terms and conditions came into effect on September 15, 2023