– Terms and Conditions –

Article 1 Definitions

1.1 The Seller: Marketbase, a company registered with the CBE under number 0455.874.264, with its registered office located at Zutendaalweg 76a, Bilzen.
1.2 The Merchandise: all products and/or services that Marketbase offers for sale to Buyers.
1.3 The Buyer: any natural person or legal entity that places an order for merchandise with Marketbase.
1.4 The Consumer: any natural person acting for purposes unrelated to their professional or commercial activities.

Article 2 Scope

These General Terms and Conditions of Sale (hereinafter also referred to as the “GTCS,” which are also available on the website www.marketbase.be) govern all current and future relationships between the Buyer and the Seller. They are known to the Buyer and apply to every quotation, every order placed by the Buyer with the Seller, and every sales contract concluded between the Seller and the Buyer. The Buyer’s clauses or general terms and conditions are not enforceable against the quotations, orders, and sales concluded between the Buyer and the Seller. If a written special agreement, duly signed by a director of Marketbase, expressly deviates from one of the principles enshrined in the GTC, the other principles of these terms and conditions remain fully applicable. The Seller reserves the right to amend or modify the GTC at any time, provided that the applicable GTC are those in effect on the date of the order. Any order placed with the Seller implies the Buyer’s full acceptance of the GTC.

Article 3 Quotes & Orders

3.1 Only written quotations are binding on the Seller. They remain valid for 30 (thirty) days. However, prices will be determined in euros on the day of delivery, based, among other things, on updated raw material prices, wages, and general expenses. Orders become final only after written confirmation by the Seller. In the event of cancellation of an order by the Buyer, the Seller shall be entitled to:
(a) a lump-sum compensation of 20 (twenty) % of the value of the order, with a minimum of 100 (one hundred) euros, to be paid by the Buyer in the case of goods in stock;
(b) a fixed compensation of 75% (seventy-five) % of the order value, with a minimum of 100 (one hundred) euros, to be paid by the Buyer in the case of custom-made goods (e.g., due to printing).
3.2 If, for any reason whatsoever, the Seller is unable to deliver the Goods, the Buyer shall not be entitled to any compensation whatsoever, except for the refund of any advance payment that may have already been made.
3.3 The Seller is exempt from its obligation to deliver in all cases of force majeure. A case of force majeure may include, among other things (non-exhaustive list), the following: a state of war, a revolt, a riot, a popular uprising, actions taken by civil or military authorities, embargoes, explosions, strikes or labor disputes, a lockout, a shortage of raw materials or supplies, a labor shortage, a breakdown or failure of public utilities, floods and other exceptional weather conditions such as prolonged heat, snow, or sleet, a fire or a hurricane, a lack of available means of transport, exceptional traffic congestion, epidemics, accidents, which prevent the normal fulfillment of orders on the part of both the Seller and one of its suppliers.
3.4 If the Buyer requests that an invoice be issued in the name of a third party, the Buyer shall at all times and under all circumstances be jointly and severally liable for all obligations arising from the agreement and these GTC.

Article 4 Orders – Deadlines

4.1 Any delivery times are provided for informational purposes only and do not constitute any commitment or guarantee on the part of the Seller. Failure to meet the delivery times specified by the Seller shall not entitle the Consumer to compensation nor justify the termination of the sales contract.
4.2 In the event that the Goods are delivered to the Consumer, the Seller shall determine or modify the delivery time only with the Consumer’s consent.
4.3 Any deliveries shall be made Ex Works (Incoterm 2020).
4.4 The Goods are always transported at the Buyer’s risk and peril, and the Buyer accepts them at his own responsibility, whereby the Buyer is obligated to check the weight, quantity, and condition of the Goods.
4.5 Without prejudice to the provisions of Article 11 of the General Terms and Conditions regarding the statutory warranty for the Consumer in the event of a lack of conformity, any complaint regarding non-conformity and/or visible defects and/or the quality of the Goods must be submitted within 3 (three) days after receipt (and/or, where applicable, installation) of the Goods. After this period has expired, no complaint will be considered. Furthermore, for the complaint to be admissible, it must be substantiated by the Buyer and submitted by certified mail (with a copy via email to info@marketbase.be), and the objections must also be evident from the delivery receipt, which must be signed by the Customer at the time of delivery. Complaints found to be valid may only result in the replacement or refund of the Goods by the Seller, to the exclusion of any liability or compensation of any kind.

Section 5 Electronic Invoicing

5.1 The Seller reserves the right to send its invoices and statements to the Buyer electronically.
5.2 However, in the event of unavailability or malfunction of the electronic invoicing application, the Seller reserves the right to send invoices or statements to the Buyer in paper form. In such circumstances, the paper invoices and statements shall replace the electronic invoices and statements and shall be sufficient in and of themselves.

Article 6 Prices and Payment

6.1 Unless otherwise stipulated, the Seller’s prices are net prices excluding VAT, with no discount.
6.2 If the Goods are sold to a Consumer, the Seller’s prices include VAT.
6.3 Unless otherwise expressly stipulated in a special written agreement, all of the Seller’s invoices are payable without discount at the Seller’s registered office no later than the invoice’s due date. The invoice will only be considered paid once the funds have been credited to the Seller’s bank account.
6.4 The Seller’s invoices must always be paid by the Buyer, even if the latter has a fixed and due claim against the Seller. Any set-off is therefore excluded, unless otherwise agreed in writing. The Buyer also undertakes not to withhold payment of invoices or invoice balances that are not seriously disputed.
6.5 Even if a payment term is granted to a Buyer pursuant to a special written agreement, failure to pay a single invoice by the due date shall, by operation of law and without prior notice of default, render all unpaid invoices due and payable.
6.6 In the event of non-payment of invoices on the due date, the amounts due shall, by operation of law and without prior notice of default, be increased by a fixed and irreducible compensation set at 15 (fifteen) % of all outstanding amounts, with a minimum of 125 (one hundred twenty-five) euros. Furthermore, unpaid invoices shall, by operation of law and without prior notice of default, accrue default interest as provided for in Article 5 of the Law of August 2, 2002, on combating late payment in commercial transactions.
6.7 Any complaint regarding the preparation or calculation of an invoice must be submitted by registered letter within 15 (fifteen) days from the invoice date; failing which, the invoice shall be deemed to have been accepted by the Buyer.
6.8 In the event of the Buyer’s failure to comply with any of its contractual obligations, including the timely payment of invoices, the Seller reserves the right to take any measures, including the suspension of ongoing deliveries and orders.
6.9 The Seller may at any time—even after the Buyer’s bankruptcy or the meeting of the Buyer’s creditors, or after the Buyer’s request for or admission to the benefit of a judicial reorganization—set off any existing or future claim, for whatever reason, against any sum owed to the Buyer for whatever reason.
6.10 Any change in the Buyer’s legal or financial situation must be notified in writing to the Seller, who shall have the right, if desired, to cancel pending orders, refuse orders, require guarantees, or modify the terms and conditions of payment.
6.11 Subject to specific statutory provisions and as security for the repayment of all amounts the Buyer may owe the Seller, arising from all current and/or future claims, regardless of their nature, the Buyer pledges to the Seller: all current and future claims against third parties, on whatever grounds whatsoever, such as trade receivables and other receivables from customers, fees for services rendered, claims arising from the proceeds of movable or immovable property, claims for damages, pensions, insurance benefits, social security benefits, or claims against the government under tax regulations. The Buyer undertakes to provide, upon simple request by the Seller, all information and documents relating to these claims.

Article 7 Retention of Title Clause

7.1 The Seller retains full ownership of the Goods sold until full payment of the principal amount and any associated charges. Delivered Goods remain the full property of the Seller and shall be considered to be on consignment until full payment for the Goods has been made by the Buyer. However, the Buyer shall bear the risk of any damage that these Goods may suffer or cause for any reason whatsoever. Until full payment of the Goods, the Buyer may not dispose of the Goods in any way without the prior consent of the Seller. The Buyer undertakes to immediately notify the Seller by email, confirmed by registered letter, of any attachment that a third party may place on the delivered Goods.
7.2 Failure to pay on any due date may result in the Seller reclaiming the Goods, at the Buyer’s expense.
7.3 In the event that the Buyer resells unpaid Goods, the Seller also retains the right to claim the resale price of the Goods from the Buyer. The retention of title is then transferred to the resale price.
7.4 The fact that the Goods are no longer in the Buyer’s physical possession does not affect the existence of the Seller’s retention of title.
7.5 The fact that the Goods have become immovable property through incorporation does not affect the existence of the Seller’s retention of title, provided that it is registered in the real estate register.
7.6 If the value of the reclaimed Goods exceeds the amount of the claim, the Seller shall refund the balance to the Buyer.
7.7 If the Goods are sold to a Consumer, acceptance of these General Terms and Conditions shall constitute consent to the possibility of retention of title by the Seller.

Article 8 Termination

The Seller may terminate the sales contract concluded with the Buyer by operation of law, without prior notice of default or judicial intervention, and without being liable for damages, in the event of: (i) the Buyer’s suspension of payments; (ii) the Buyer’s bankruptcy; (iii) the Buyer’s liquidation or cessation of business; (iv) judicial reorganization; or (v) attachment against the Buyer.

Article 9 Transfer of Risk

9.1 All risks, including those arising from force majeure and unforeseeable events, as well as the risk of loss, shall pass to the Buyer as soon as the Goods leave the Seller’s premises.
9.2 The Buyer therefore undertakes to take out an insurance policy with a reputable company covering the risks of loss, theft, or destruction of the Goods. The Seller may at any time request a signed copy of that policy.

Article 10 Warranties & Liabilities

10.1 The warranty on the Goods is that provided by the producer(s) or manufacturer(s) of the Goods, to the exclusion of any other warranty. Without prejudice to the provisions of Article 11 of the General Terms and Conditions regarding the statutory warranty for the Consumer in the event of a lack of conformity, the Buyer may only bring a claim for indemnification if he possesses the proof of purchase for the Goods and if the warranty provided by the producer or manufacturer to the Seller for these Goods is still valid.
10.2 The Seller shall in no event be liable for indirect damages (including but not limited to loss of revenue, loss of income, production restrictions, loss of clientele, complaints, and any claims for damages, etc.). The Seller’s liability is, in any case and regardless of the nature of the damage, always limited to the price of the sold Goods. The advice provided by the Seller is non-binding and does not give rise to any liability.

Article 11 Lack of Conformity in Sales to Consumers

11.1 The Seller is liable to the Consumer for any lack of conformity that exists at the time of delivery of the Goods and becomes apparent within a period of 2 (two) years from the date of such delivery. This period is suspended during the time required to repair or replace the Goods.
11.2 The Consumer shall notify the Seller of the lack of conformity no later than 2 (two) months after the day on which the Consumer discovered the defect and shall provide conclusive evidence substantiating the lack of conformity. If the Consumer fails to notify the Seller within this period, the Consumer shall be deemed to have waived their warranty. All complaints must be submitted by certified mail (with a copy via email to info@marketbase.be).
11.3 The Consumer may no longer bring a claim against the Seller after one year has elapsed from the day on which he discovered the lack of conformity.
11.4 The lack of conformity shall not be deemed to exist if the Consumer was aware of the defect or should reasonably have been aware of it, or if the lack of conformity results from materials supplied by the Consumer.
11.5 A lack of conformity resulting from incorrect installation of the Goods is treated as a lack of conformity of the Goods if the installation is part of the sales agreement concerning the Goods and was performed by the Seller, unless the Goods are installed by the Consumer and the incorrect installation by the Consumer is not the result of an error in the assembly instructions.
11.6 If the lack of conformity can be attributed to the Seller, the Consumer is entitled to a free repair or a free replacement of the Goods, unless this would be impossible or disproportionate.
11.7 The repair or replacement is deemed disproportionate if the costs to the Seller would be unreasonable in view of the value the Goods would have without the lack of conformity, the severity of the lack of conformity, and whether an alternative form of redress is actually possible without causing serious inconvenience to the Consumer.
11.8 If the Seller considers that repair or replacement is impossible, the Consumer is exceptionally entitled to an appropriate price reduction or the termination of the sales contract. However, the Consumer is not entitled to rescind the contract if the lack of conformity is of minor significance. The Seller shall reduce any refund to the Consumer, taking into account the use the Consumer has made of the Goods since their delivery.
11.9 The Seller may charge costs for the repair if the damage has been exacerbated by the Consumer’s use of the Goods after the time at which he discovered or should have discovered the lack of conformity.
11.10 The provisions regarding the warranty against hidden defects in the Goods apply after the expiration of the 2 (two)-year period.

Article 12 Returns – Repairs

Without prejudice to the provisions of Article 11 of the General Terms and Conditions regarding the statutory warranty for the Consumer in the event of a lack of conformity, the Sold Goods will not be accepted for return or exchange. Returns may only be accepted in exceptional cases following prior written consent from the Seller and shall apply exclusively to Goods in new condition, in their original packaging, and in perfect condition. Such returns shall be subject to a minimum deduction of 20 (twenty) percent. Repairs to Goods will be carried out at the most reasonable price. To benefit from the warranty under the conditions defined by the producer or manufacturer, the warranty certificate must be included with the defective Goods. The costs for labor and round-trip shipping remain the responsibility of the Buyer in all cases.

Article 13 Protection of Privacy

The Seller acts as the data controller. The Seller strictly complies with European Regulation 2016/679 of April 27, 2016, on the protection of natural persons with regard to the processing of personal data (“GDPR” or “AVG”). The Buyer agrees that the Seller may collect and process their personal data for commercial purposes, specifically in connection with the management, financing, and collection of the Seller’s receivables, as well as for marketing and promotional activities. This data may be used both by the Seller and by other affiliated companies or their subcontractors, who will at all times provide appropriate safeguards regarding personal data protection, for the purposes of commercial prospecting, analysis, and research, product warranty arrangements, as well as for the maintenance and management of the Seller’s website. The data will be retained for the entire duration of the commercial relationship and, where applicable, also thereafter, to enable the Seller to comply with its legal obligations. The Buyer has the right to access, rectify, and delete their data, as well as the right to object to the processing of their data on the grounds of a legitimate interest. The Buyer also has the right to object, free of charge and without justification, to the use of their data for direct marketing purposes. To exercise these rights, the Buyer must send a signed and dated request, accompanied by a front-and-back copy of the Buyer’s ID card or that of a legal representative, to the Seller’s registered office. The Buyer also declares that they have taken note of the Seller’s Privacy Statement, which is available on its website.

Article 14 Intellectual Property

All graphic elements, trademarks, drawings, models, descriptions, logos, and the like appearing on the Goods, in manuals, and in user guides are the exclusive property of the producers, manufacturers, or the Seller. They are not transferred and may not be used, exploited, displayed, reproduced, or modified by the Buyer or any other third party.

Article 15 Transfer

The Buyer may not assign or transfer the sales contract or any rights and obligations arising from transactions with the Seller without the Seller’s prior consent.

Article 16 Governing Law and Jurisdiction

These General Terms and Conditions of Sale are governed by Belgian law. In the event of a dispute, the courts of Hasselt, Tongeren Division, shall have exclusive jurisdiction.