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Offer: an offer from Magazena for the provision of Products and/or Services and/or Subscriptions.
Account: the online account with which the Customer can, among other things, view which orders have been placed and delivered.
General terms and conditions: the present general terms and conditions.
Magazena: The private company Bizz Compagnon BV with the trade name 'Magazena'. located at Kerkeblokstraat 31, 1850 Grimbergen, Belgium and registered under number BE0864.486.467.
Customer: the natural or legal person acting in the exercise of a profession or business to whom Magazena makes an Offer or with which Magazena has entered into an Agreement.
Quotation: a written Offer drawn up by Magazena, other than the general offer on Magazena's website(s).
Agreement: the agreement between Magazena and Customer, according to which Magazena will deliver a certain Offering.
Party or Parties: Magazena and the Customer jointly or separately.
Product: all items that may be the subject of the Agreement.
The agreement
These General Terms and Conditions apply to every Magazena Offer and every Agreement that may result therefrom. Terms or conditions of the Customer that deviate from an Offer from Magazena do not form part of the Agreement, unless Magazena has expressly accepted them in writing.
Each Offer from Magazena is without obligation, unless stated otherwise therein or in the accompanying letter.
All information, including images, product descriptions and price listings made known by Magazena regarding offers or features of Products, will be displayed as accurately as possible. Obvious mistakes, clerical errors or errors in an Offer, at the discretion of Magazena, are not binding on Magazena.
An Agreement is concluded (i) at the moment that the Client accepts an Offer from Magazena and Magazena has confirmed this acceptance in writing, or (ii) at the moment that Magazena has started to perform the Agreement after acceptance of the Offer by the Client.
Before the moment of confirmation as referred to in the previous paragraph, Magazena is entitled to verify an order in advance or to refuse it without stating reasons. Magazena will inform the Customer of the refusal of an order as soon as possible. If acceptance of an order from the Customer is not possible due to a certain Product, Magazena will enter into consultation with the Customer with a view to delivering a Product that is comparable in terms of price and quality. If agreement has been reached, Magazena will still accept and confirm the order.
A confirmation from Magazena is deemed to represent the Agreement correctly and completely, unless the Customer has immediately objected, specifying the inaccuracies - which are considered accepted after written confirmation by Magazena.
An Offer made by means of a Quotation is valid until thirty (30) days after it has been sent by Magazena, unless stated otherwise therein. If the Customer accepts the Offer after the expiry of the aforementioned term, Magazena is not obliged to accept this acceptance from the Customer. If Magazena nevertheless proceeds to acceptance, the Agreement will still be concluded. If the Customer does not explicitly agree with a Quotation from Magazena, but nevertheless gives the impression that it agrees (for example by having certain quoted Products delivered in advance), the entire Offer is deemed to have been accepted. The foregoing also applies if the Customer requests Magazena to deliver certain Products without waiting for a formal Quotation.
If, after acceptance of an Offer, it appears that the relevant Offer from Magazena is based on incorrect or incomplete information provided by the Customer, then Magazena has the right to adjust the Agreement accordingly.
After the Agreement has been concluded, it may only be changed with mutual consent, except as provided otherwise in the Agreement.
Magazena reserves the right to dissolve the Agreement within seven (7) days after its conclusion. In that case, any amounts already paid by the Customer will be refunded as soon as possible, provided that the corresponding Products have not already been shipped or have been returned by Magazena in an undamaged condition.
In the event of a conflict between provisions in the various applicable documents, the following order of precedence applies:
1.Offer;
2.Additional or different conditions;
3.Terms and Conditions
Account
Magazena offers the possibility to create an online Account.
When registering an Account, the Customer is obliged to choose a strong password and is then obliged to treat the login details confidentially.
It is not allowed to share the Account with persons who do not belong to the Client's organization. The use of the Account by Customer is the responsibility and risk of Customer. In all actions performed from the Account, Magazena may assume that this takes place under the direction and supervision and with the approval of the Client.
If access to the Account has been compromised or if the Customer has or should have a suspicion of this, for example if a third party may have gained access to the login details, the Customer will take measures as soon as possible that are necessary and desirable to prevent misuse of the Account. and also report this to Magazena.
Delivery of Products
Unless otherwise agreed, Products are delivered by Magazena ExWorks (Incoterms 2010).
Risk of loss and damage to a Product passes to Customer once the Product has been delivered to Customer's chosen address, or earlier once the Product has been handed over to a carrier selected by Customer or other designated party.
Delivery times of Products agreed or communicated by Magazena should be regarded as indicative and will be observed by Magazena as much as possible. There is only a deadline for delivery if this has been expressly agreed.
Magazena reserves the right to deliver the order in parts. There are no additional costs associated with partial deliveries or subsequent deliveries.
In the unlikely event that a delivery is incomplete upon delivery, the Customer must report this to Magazena immediately, but within a maximum of two (2) days after receipt. Magazena then strives to deliver the missing part of the order as soon as possible.
If a delivery contains Products that have not been ordered by the Customer, the Customer must report this to Magazena as soon as possible after receipt. The Customer will then return the incorrectly delivered Products in accordance with a procedure to be communicated to the Customer by Magazena. As soon as the Customer starts using or resells the incorrectly delivered Products, the right to return these Products lapses and Magazena is entitled to charge the Customer for these Products.
If the Customer refuses delivery of Products or fails to provide information or instructions necessary for the delivery, the Products will be stored for a maximum of four (4) weeks at the expense and risk of the Customer. In that case, the Customer owes all additional costs, including in any case storage costs.
Warranty on Products
Magazena will comply with its legal obligation in the context of conformity of delivered Products. In addition to the legal provisions, this obligation will not apply if:
the defects are the result of improper use, maintenance (by third parties) or causes other than faulty materials or manufacturing;
the cause of the defect cannot be clearly demonstrated by the Customer;
the instructions given by Magazena or suppliers for the use of the Product have not been followed;
the condition of the Products has arisen as a result of improper storage, or climatic or other influences;
the defects consist of minor deviations accepted in the industry with regard to specified functionalities, sizes, weights, numbers, discolorations and minor mutual color deviations.
The Customer is obliged to deliver the Products as soon as possible, but at the latest within two (2) days (for externally visible defects) or within fourteen (14) days (for non-externally visible defects) after delivery as referred to in these General Terms and Conditions. check for any damage or other defects. If the Customer finds damage or other defects, the Customer must report this immediately and in writing to Magazena. When making the report, the Customer must provide sufficient reasons for the damage or defects and must enclose sufficient evidence with Magazena to be able to assess the merits of the report. If the aforementioned terms are exceeded, Magazena is not obliged to pay any form of compensation, repair or replacement - unless Magazena decides to do so out of leniency.
Returning Products invoking the legal guarantee referred to above is only possible after prior written permission from Magazena. Any associated costs will be borne by the Customer, unless agreed otherwise.
If Magazena is obliged to carry out repairs or replacement deliveries, then Magazena will always be given a reasonable period of time to carry out such repairs or replacement deliveries. In case of replacement, Magazena reserves the right to deliver an equivalent Product. Furthermore, Magazena is entitled to charge the Customer a fee for repair and/or replacement of a Product if the economic life of the Product is extended by repair or replacement. Costs for sending the Product to the Customer will be borne by the Customer, unless agreed otherwise.
Where applicable, the Products purchased by the Customer from Magazena are covered by a manufacturer's warranty. Information about what the manufacturer's warranty entails can be found on the manufacturer's website or in the accompanying documentation. When invoking the manufacturer's warranty, the Customer must immediately contact the relevant manufacturer. Magazena may decide to assist Customer in this.
Prices and payment terms
Unless explicitly stated otherwise with an amount, all prices communicated by Magazena are in euros, exclusive of turnover tax and other levies imposed by the government.
Payment of amounts due is made through one of the payment methods offered by Magazena. If payment will be made by direct debit, the Customer is obliged to issue the necessary authorizations for the automatic collection of amounts due and must then ensure that there is a sufficient balance at all times.
Magazena is entitled to invoice electronically. Electronic invoices are sent to an e-mail address of the Customer that is known to Magazena. If Magazena Customer wishes to receive paper invoices, Magazena is entitled to charge costs for this. If Magazena has to set up an electronic billing process at the request of the customer for which costs are incurred, Magazena is entitled to charge these costs. For changes to the e-mail address or the method of sending invoices, the Customer can contact the Customer Contact Center department of Magazena.
The payment term of an invoice is thirty (30) days after the invoice date, unless stated otherwise on the invoice. If the Customer objects to the amount of an invoice, this does not suspend its payment obligation. Invoicing to a third party at Customer's request does not release Customer from its obligations under the Agreement.
If payment is not made in whole or in part or if direct debit has not been successful, Magazena may decide to send a payment reminder to the Customer, but is not obliged to do so. The Client's default commences at the moment that the amount due has not been received in full or has not been received within the agreed payment term.
If the Customer is in default, in addition to the consequences arising from the law and jurisprudence, the Customer will owe statutory interest for commercial transactions on the outstanding amount and will be obliged to pay full compensation for both extrajudicial and judicial collection costs, including the reasonable costs for lawyers, jurists, bailiffs and collection agencies. Furthermore, Magazena is then entitled to suspend the performance of the Agreement or any part thereof that has not yet been performed, until the outstanding amounts, interest and the like have been paid or to dissolve the Agreement in whole or in part.
A claim for payment is immediately due and payable in the event that the Client is declared bankrupt or has applied for it, applies for suspension of payments or a total attachment is levied on assets of the Client, and furthermore, if it goes into liquidation or is dissolved.
Magazena is always entitled, before executing or continuing with the Agreement, to require the Customer to provide sufficient security that it can and will fulfill its payment obligations.
Magazena is entitled to set off any claim of the Customer against all types of claims of Magazena against the Customer. The foregoing applies regardless of whether the claims are due and payable. The Customer is not entitled to suspension or settlement.
Retention of title
Magazena retains ownership of all Products delivered or to be delivered by it to the Customer until the purchase price for all these Products has been paid in full. The retention of title also applies to any other claim(s), related or not, that Magazena may acquire against the Client due to the Client's failure to fulfill one or more of its obligations towards Magazena.
Magazena is entitled to take back the Products delivered under retention of title if Magazena has good grounds to fear that the Customer will fail to fulfill its (payment) obligations. In such a case, the Customer will grant Magazena the necessary access to the environment where the Products are located, or assist in obtaining the necessary access, in order to enable Magazena to exercise its rights. The Customer will be credited for the returned Products in accordance with the market value at the time of the return, determined as such by Magazena or an independent third party engaged by it, which will in no case exceed the original purchase price less the reasonable costs incurred by Magazena in connection with the repossession.
The Customer is not permitted to pledge or otherwise encumber the Products subject to retention of title.
All Products delivered under retention of title may only be resold or used in the context of normal business operations. In the event of resale of a Product that is still subject to retention of title, the Customer must stipulate a retention of title towards its customer..
Confidentiality
The Parties will disclose all information that is marked as confidential or of which one of the Parties has explicitly stated that it is confidential prior to its provision ("Confidential Information”), which they provide to each other before, during or after the performance of the Agreement. treat confidentially. The contents of the Agreement in any case Confidential Information.
The obligation of confidentiality does not apply to Confidential Information that:
is public or becomes public without the receiving Party violating its duty of confidentiality;
is lawfully made available to the receiving Party by a third party without obligation of confidentiality;
was demonstrably already in the rightful possession of the receiving Party prior to receipt;
has been designated as non-confidential in a written document by the other Party;
the receiving Party shares the Confidential Information with a third party pursuant to a legal obligation.
The obligations with regard to secrecy continue to exist for as long as the Party that has provided the information wishes, in reasonable suspicion, to claim the confidential nature of the information.
Liability
The total liability of Magazena towards the Customer, due to an attributable shortcoming in the fulfillment of an Agreement or otherwise, is limited to compensation for direct damage. Direct damage is exclusively understood to mean (a) the reasonable costs of determining the cause and extent of the damage; (b) any reasonable costs incurred to have Magazena's defective performance comply with the Agreement, unless the defective performance cannot be attributed to Magazena; and (c) reasonable costs incurred to prevent or limit damage, insofar as Customer demonstrates that these costs have led to limitation of direct damage.
The maximum amount for which Magazena can be liable is limited to what the Customer has paid under the Agreement for the relevant (damage-causing) Product.
Any limitations of liability stated in the Agreement will lapse if and insofar as the damage in question is the result of intent or willful recklessness on the part of Magazena's management.
The liability of Magazena due to an attributable shortcoming in the fulfillment of an Agreement only arises if the Customer immediately and properly declares Magazena in default in writing, stating a reasonable term to remedy the shortcoming, and Magazena also after that term attributable in the fulfillment of its obligations. obligations continue to fall short. The notice of default must contain as detailed a description as possible of the shortcoming, so that Magazena is able to respond adequately.
A condition for the existence of any right to compensation is always that the Customer reports the damage to Magazena in writing as soon as possible after becoming aware of it. Any claim for compensation for the Customer expires by the mere lapse of one (1) month after the Customer has become aware of, or should reasonably have known, that it has suffered damage.
Force majeur
Magazena is not obliged to fulfill any obligation if it is prevented from doing so due to force majeure. Force majeure is in any case understood to include: disruptions or failures of the internet, power failures, network attacks (such as DDoS attacks), domestic disturbances, transport delays, strikes, supply stagnation, fire, floods, import and export in the event that Magazena is not enabled to deliver by its own suppliers, regardless of the reason, as a result of which compliance with the Agreement cannot reasonably be expected from Magazena.
If a force majeure situation has lasted longer than thirty (30) days, the Parties have the right to terminate the Agreement immediately in writing. In that case, what has already been performed under the Agreement will be settled pro rata, without the Parties owing each other anything else.
End of the Agreement
Magazena may suspend or dissolve the Agreement in whole or in part without further notice of default, in the event that:
Customer is in default;
Customer has filed for bankruptcy or has been declared bankrupt;
Suspension of payment has been applied for or has been (provisionally) granted;
Customer's business is terminated or liquidated;
an attachment has been levied on (part of) the Client's assets or if the Client has been placed under guardianship or administration;
The Customer loses the power of disposal or legal capacity with regard to its assets or parts thereof, including the situation that the debt rescheduling scheme has been declared applicable.
If the Agreement is terminated or dissolved in whole or in part, Magazena's claims against the Customer are immediately due and payable. In the event of dissolution of the Agreement, amounts already invoiced for services rendered remain due, without any obligation to undo. In the event of dissolution by the Customer, the Customer may only dissolve that part of the Agreement that has not yet been performed by Magazena. If the dissolution is attributable to the Customer, Magazena is entitled to compensation for the damage that arises as a result.
Amendments
Magazena is entitled to adjust or expand the Agreement subject to a period of thirty (30) days after notification of the intended change by notification to the Customer via e-mail, the Account or otherwise. If the Customer does not want to accept a change in the Agreement, the Customer can consult with Magazena about this. If no agreement is then reached, the Customer will be given the option to cancel the relevant part of the Agreement with effect from the date on which the change takes effect.
Contrary to paragraph 1, the Customer will not be entitled to terminate the Agreement if the change is related to changed laws or regulations or if it concerns a change of minor importance.
Final Provisions
Only Belgian law applies to the performance of Agreements. Applicability of the Vienna Sales Convention, article 6:227b paragraph 1 and article 6:227c of the Dutch Civil Code is excluded.
All disputes arising from or related to this Agreement will be submitted to the competent Belgian court for the district in which Magazena is located, on the understanding that Magazena is also entitled to submit a dispute to a competent court on other grounds.
If any provision of the Agreement appears to be in conflict with mandatory law, this will not affect the validity of the entire Agreement. In that case, the parties will adopt (a) new provision(s) to replace it, which will give shape to the intention of the original provision as far as legally possible.
Where the Agreement refers to "written" or "in writing", this also includes communication via an electronic means of communication (only e-mail and fax), provided that the identity of the sender of the message and the integrity of the message are sufficiently fixed.
The version of any communication received or stored by Magazena is considered authentic, unless the Client provides evidence to the contrary.
Each party is only entitled to transfer its rights and obligations under the Agreement to a third party with the prior written consent of the other party. Contrary to this, Magazena is always entitled to transfer its rights and obligations under the Agreement to a parent, subsidiary or sister company and any parties that wish to take over Magazena's company or to merge with it.
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