Unless otherwise agreed in writing, any legal relationship, present or future, with BV NOUS 2 is governed by these general terms and conditions, which the customer acknowledges having read, and which take precedence over any of the customer’s own (purchase) terms and conditions.
Article 1: Validity of Quotations
Our quotes remain valid for 30 days and must be accepted in writing. However, BV NOUS 2 is only bound by the order after it has confirmed it in writing and signed the confirmation.
Article 2: Delivery Times
Delivery times are provided for informational purposes only. A delay in delivery shall not give rise to liability on the part of BV NOUS 2 and shall in no event give rise to a claim for damages. Cases of force majeure and events beyond our control (interruptions in supply, strikes, lack of transportation, etc.) relieve us of all liability.
Article 3: Installation
It is assumed that, upon delivery, a power connection point and a standardized communication line without additional services are already in place within a maximum of 2.5 meters of the installation site of the terminal and/or other equipment. All installation costs for communication lines, including the associated subscription(s) and telecommunications services, are entirely the responsibility of the buyer.
Article 4: Cancellation
If the buyer cancels the purchase order, this may be done free of charge by certified mail within eight days of signing the purchase order. If the order is canceled after this date, BV NOUS 2 is entitled to claim compensation for breach of contract, set at 50% of the price of the ordered goods and/or the work to be performed, with a minimum of 250 euros.
Article 5: Price
The prices listed on our order form include the provision of the ordered items at our workshops, which will be billed at the applicable rates. In addition, the prices listed on our order form may be adjusted based on changes in raw material prices and labor costs between the time the order is placed and the time the contract is fulfilled. (subject to a 30-day notice period, see Article 1).
Article 6: Ownership and Risk
BV NOUS 2 retains title to all purchased materials until full payment has been made, including interest and costs. Any equipment that the customer has not purchased but has rented, been made available to, and/or placed on consignment with the customer remains the full property of BV NOUS 2 at all times. Upon delivery, all risks are borne exclusively by the customer.
Article 7: Warranties
BV NOUS 2 has a warranty obligation with respect to defects in the delivered goods (including both hardware and/or software) that never extends beyond that of its suppliers. This warranty is limited to the repair or replacement of any defective part, provided that BV NOUS 2 was immediately notified of the defect and no third party intervened. For each service call, administrative costs as well as travel expenses will be charged. The scope of this warranty is determined by whether or not a service contract has been signed. All indirect damages (such as, for example, a decline in revenue and loss of profits) are expressly excluded from the warranty. The warranty is void in the event of failure to follow the operating instructions, third-party intervention, failure to comply with temperature and humidity requirements, changes in power supply, misuse, lack of supervision, and, more generally, any cause not inherent to the normal use of the equipment sold.
Article 8: Point-of-Sale Terminal
This clause applies in all cases where the material is not intended exclusively for the buyer’s personal use. The buyer hereby declares that it assumes sole responsibility for analyzing the needs of its own clients and for selecting, adapting, commissioning, and maintaining the equipment. BV NOUS 2 disclaims all liability, whether contractual or non-contractual, toward the buyer’s customers. The buyer shall indemnify BV NOUS 2 against any claims that may be brought against it by the buyer’s customers and shall comply with the GDPR (data protection legislation). Disputes arising from the buyer’s customers shall in no event justify the buyer’s failure to pay the invoices issued by BV NOUS 2.
Article 9: Industrial Property Rights
The studies, designs, drawings, and models provided to the buyer remain the exclusive property of BV NOUS 2. The buyer may therefore use them only for its own purposes and shall refrain from disclosing them to third parties in any form whatsoever.
Article 10: Guarantees to Be Provided by the Buyer
In the event of a reduction in the buyer’s creditworthiness, BV NOUS 2 reserves the right, even after partial performance of the contract, to require additional guarantees from the buyer to ensure the proper fulfillment of its obligations. Refusal to comply with this requirement entitles BV NOUS 2 to cancel the agreement in whole or in part.
Article 11: Service
NOUS 2 BV provides maintenance for the terminal and/or other equipment in accordance with the terms of the service contract entered into by the customer. If the customer has not entered into a service contract, NOUS 2 BV will bill 260 euros (excluding VAT) per service call. NOUS 2 BV reserves the right to refuse assistance if the customer has outstanding invoices for which the due date has already passed.
Article 12: Description
From the signing of the contract/order form until its normal termination, both parties agree to accept the terms and conditions regarding the equipment listed on the order form. The maintenance services provided by BV NOUS 2 are defined as follows:
Providing telephone support (either verbally or digitally) to customers in the event of potential service disruptions, from 8:30 a.m. to 5:00 p.m., Monday through Saturday, via the following number: 0470/13.42.67.
Within 48 hours, if deemed necessary by BV NOUS 2, a replacement device for the defective terminal will be shipped.
Article 13: Purpose of Maintenance
The purpose of this maintenance is to provide the customer with an additional service to ensure the equipment operates as efficiently as possible. Maintenance may only be performed by another company that provides maintenance services, subject to the approval of BV NOUS 2.
Article 14: Term of the Contract
This contract is valid for, and accepted for, a term of 24 months beginning on the date of shipment or installation. The contract is automatically and tacitly renewed for a term of 12 months. BV NOUS 2 reserves the right to deviate from the minimum term of 24 months for certain promotional offers. In such cases, the alternative term specified in the promotional offer shall apply.
Article 15: Contractual Restrictions
Under no circumstances does this contract apply to devices that have been subject to abnormal use. Repairs required due to external factors or abnormal use of the device (accident, malicious intent, intentional damage, fire, flooding, storm, lightning strike, short circuit, power outage, communication failure, and problems caused by third parties) are excluded from this contract and will be billed separately to the customer upon approval. All changes to the device’s configuration must be reported in advance and in writing to BV NOUS 2. EMS is the payment institution. A transfer to another institution costs €250, excluding VAT. Furthermore, Nous 2 is in no way liable for the malfunction of the ordered equipment if such malfunction is due to force majeure, such as, for example, the failure of the servers to which the ordered equipment is connected, such as the servers of INGENICO or LOYALTEK.
Article 16: Price Revision
The amount due may be adjusted every three years using an adjustment formula. The adjustment formula may only result in a higher amount if the prices in effect at the time of billing are applied, particularly those related to administrative approvals.
Article 17: Termination – Cessation
The termination or cancellation of this contract, whether by the customer or by BV NOUS 2, must be done by certified mail, three months prior to the annual renewal date. Furthermore, BV NOUS 2 reserves the right to terminate the contract without prior notice or refund, and without affecting the enforceability of the amount due, if:
the amounts owed by the customer to BV NOUS 2 were not paid within 45 days of the normal due date.
the equipment has been damaged due to use that does not comply with the manufacturer's standards.
The customer had work performed by third parties unknown to BV NOUS 2 and without BV NOUS 2's consent.
If the customer has used the accessories in a manner that deviates from the manufacturer’s standard specifications, the change in location of use entitles BV NOUS 2 to terminate the current contract with immediate effect and without refund, and to propose a new contract, subject to modifications. In the event that BV NOUS 2 fails to perform the specified services, the customer may terminate the current contract after issuing a written demand for rectification, provided that such demand is not complied with within one month. The termination or cancellation of this contract by the customer shall in no event constitute grounds for a full or partial refund of the amounts invoiced by BV NOUS 2.
Article 18: Responsibilities
The liability of BV NOUS 2 under this contract is as follows:
strictly and clearly limited to the repair and servicing of the equipment supplied by BV NOUS 2. NOUS 2 is in no way liable for services provided to the customer by third-party suppliers, such as EUROPEAN MERCHANT SERVICES. After all, the customer enters into a separate agreement with these suppliers, so Nous 2 does not intervene in this in any way, nor does it bear any responsibility in this regard.
Article 19: Time Limit for Intervention
BV NOUS 2 undertakes to respond within an average timeframe of 48 hours following the customer’s report of the malfunction. For repairs that cannot be performed on-site, an average timeframe of 15 days is provided.
Article 20: Billing
The rental fee is billed quarterly, starting from the payment terminal’s installation date. In the case of a purchase, the annual amount due is calculated per contract year and invoiced starting from the date the payment terminal is installed. Subsequent installments are invoiced at the beginning of each new contract year. Any person or company placing an order on behalf of a third party, or to be invoiced to a third party, acts as the representative of that third party, in accordance with Article 1120 of the Civil Code, and will be responsible for payment.
Article 21: Payment
Unless otherwise stipulated, our invoices are payable in cash. In the event of non-payment of the invoice by the due date, interest of 15% per year shall be due by operation of law and without notice of default. If the invoice is not paid by the due date, interest of 15% per year shall be due by operation of law and without notice of default. In the event of nonpayment of an invoice by its due date, all other invoices shall also become immediately due and payable, even those that have not yet become due. Furthermore, the amount of the outstanding debt will be increased by 15%, with a minimum of 100 euros. In the event of non-payment within the specified time limits, BV NOUS 2 reserves the right to have the agreement terminated at the expense of its contracting party without compensation. In the event of repossession of the terminal and/or other equipment, all costs will be recovered from the buyer, including the cost of writing off the terminal and/or other equipment, as well as initialization, configuration, and installation costs, transportation and/or relocation costs, etc. Furthermore, in the event of non-payment of the invoice by the due date, BV NOUS 2 reserves the right to discontinue support for the software and communication services for the terminal and/or other equipment, as a result of which the proper functioning of the terminal and/or other equipment can no longer be guaranteed.
Article 22: Disputes
Complaints regarding the delivery of goods and services or the performance of work must be made upon delivery and confirmed by a justified and substantiated registered letter within eight days of the delivery or performance date. Such complaints do not suspend the obligation to pay. All comments and objections regarding the invoice and/or the general terms and conditions stated therein must be submitted to us via a substantiated registered letter within 8 days of the invoice date.
Article 23: Disputes
Any dispute or claim shall be governed by Belgian law, and the courts of our registered office shall have exclusive jurisdiction, unless one party, as the first claimant, submits the matter to the Institute of Arbitration (www.euroarbitration.org) provides for the designation of an Arbitration Tribunal, which shall settle any dispute in accordance with the Standard Dispute Rules. This provision supersedes any conflicting jurisdiction clauses. If the purchase agreement involves an international aspect, the Hague Convention on the International Sale of Goods applies.
Article 24: Miscellaneous
Should any of these terms and conditions be deemed null and void, this shall not result in the nullity or invalidity of the other provisions. In the event of any interpretation issues regarding the translation of our terms and conditions into foreign languages, the parties shall refer to the Dutch-language version.
