General terms and conditions
1. Definitions

In these General Terms and Conditions of Sale (hereinafter ”GTC”), the following definitions shall apply:

Debotex bv:
The private company with limited liability Debotex bv. , established at (9250) Waasmunster, Dommelstraat 91 (hereinafter: ”Debotex bv”);

Principal:
Any natural or legal person on whose instructions Debotex bv supplies products and/or performs services, or with whom Debotex bv enters into an Agreement or with whom Debotex bv is discussing or negotiating the conclusion of an Agreement;

Quotation:
The written offer by Debotex bv to supply a certain quantity of items or perform a predefined service at a certain price;

Order:
The order to deliver or the acceptance of Debotex bv’s quotation by the Customer. The order leads to the agreement, provided it is entered into by an authorised person of Debotex bv;

Products:
All items, including documentation, drawings, models, sketches, samples, proofs and all (other) results of services provided by the Contractor, which are the subject of an agreement;

Services:
All work, in whatever form and by whatever name (purchase, order, contracting, etc.), performed by Debotex bv for or on behalf of the Client;

Agreement:
Any agreement entered into between Debotex bv and the Client, any amendment or addition thereto, as well as all (legal) acts in preparation and execution of such agreement;

Delivery:
The placing of one item or more items in the possession of or under the control of the Customer respectively;

Parties:
Debotex bv and the Customer;

Written:
Electronic data traffic and/or message traffic by e-mail and/or message traffic by post or delivery otherwise of written documents.

2. Applicability
These GTC apply to all enquiries, offers and agreements relating to the delivery of goods by Debotex bv to the Customer. General terms and conditions – by whatever name – of the Customer shall not apply. These are explicitly rejected.
When and by placing your order or enquiry, you declare to have taken note of and agree to the general terms and conditions of delivery and payment.
Debotex bv reserves the right to change delivery and/or payment terms and conditions after expiry of the term.
3. Conclusion of Agreements
An agreement shall only be concluded if and to the extent that Debotex bv accepts an order from the client in writing or an order is executed by Debotex bv, unless the client proves by other means that Debotex bv has fully and unconditionally accepted the client’s order. If Debotex bv performs any services at the client’s request before full agreement has been reached on the price and payment terms for such services, the client shall pay Debotex bv for such services in accordance with the rates applicable to Debotex bv.
4. Offers
Any offer or quotation from Debotex bv shall not be binding and shall only serve as an invitation to the client to place an order.
If a non-binding offer is accepted, Debotex bv shall be entitled to revoke the offer within two days of receipt of acceptance.
Illustrations, catalogues, drawings and other data provided to or by Debotex bv are subject to change without notice and are not binding on Debotex bv.

5. Price and price revision
All prices of Debotex bv are expressed in Euros and exclusive of VAT unless otherwise stated. Unless stated otherwise in the latest version of Debotex brochures, price lists or other promotional material, or unless otherwise explicitly agreed or specified, the price includes any (printing) proofs, the costs of packaging and shipment, the costs of import and export duties and excise duties, as well as all (other) levies or taxes (with the exception of VAT) imposed or levied with respect to any performance.
Debotex bv shall be entitled at all times to stipulate that certain items shall only be delivered in certain minimum quantities.
Any change in factors influencing the price of Debotex bv, including purchase prices, exchange rates, import and export duties and other levies due on import or export, insurance rates, freight rates and other levies or taxes, may be passed on by Debotex bv to the Buyer. Only if this occurs within three months after acceptance of the Order by Debotex bv and provided that the Client can invoke the grounds for annulment as referred to in section 6:235 of the Belgian Civil Code, the Client shall be entitled to dissolve the Agreement.
The Customer shall indemnify Debotex bv against all costs and damages that may arise for Debotex bv as a result of the fact
that the Customer is not properly registered for turnover tax or a similar tax in a relevant EC Member State; and/or
that the Customer provides incorrect or untimely information to Debotex bv and/or the sales tax or similar tax authorities in a relevant EC Member State.
6. Actions
Unless otherwise stated, all (discount) offers are not valid in combination with other offers.
7. Adjustment costs
Setup costs are calculated per ordered article, per printing colour and per text, unless stated otherwise. The set-up costs are expressed in Euros and exclude VAT.
8. Samples
We will send you a sample free of charge up to a goods amount of € 5. If the amount of the goods exceeds € 5,- we will contact you first. Samples cannot be returned.
9. Delivery time
The delivery time indicated by Debotex bv for products and/or services shall be based on the circumstances prevailing for Debotex bv at the time of entering into the agreement and, to the extent that they depend on the services of third parties, on the information provided to Debotex bv by these third parties. Debotex bv shall observe delivery and/or execution deadlines as much as possible.
Stated delivery times shall never be regarded as strict deadlines, unless explicitly agreed otherwise. In case of late delivery, Debotex bv must therefore be given written notice of default.
The client shall ensure that for its part, nothing shall stand in the way of meeting certain agreed deadlines, including delivery and acceptance dates.
If any term is exceeded, Principal shall not be entitled to compensation (for damages). Nor is the Customer in that case entitled to dissolve or terminate the Agreement, unless the exceeding of the term is such that the Customer cannot reasonably be required to maintain (the relevant part of) the Agreement. The Customer shall then be entitled, after notice of default containing a reasonable further term for performance, to dissolve or terminate the Agreement by registered letter, but only to the extent strictly necessary.
The delivery period commences on the latest of the following dates:
the day of conclusion of the Agreement.
the day the customer approves the proof.
the day on which Debotex bv receives the documents, data, permits and the like required to execute the agreement.
The day on which Debotex bv receives what the client is required to pay in advance in accordance with the agreement.
Mentioned delivery dates are indicative only and shall not give rise to any right or liability.

10. Delivery
For the interpretation of delivery terms, the ”Incoterms”, edition 2000, or latest version, issued by the International Chamber of Commerce (ICC), shall apply.
Free delivery to 1 ground floor address in the Benelux. For orders with a goods amount lower than €60,- excluding VAT, we charge €18,- handling fees excluding VAT. For delivery to all other countries, shipping costs are on request.
Debotex B.V. reserves the right to deliver and invoice up to 5% more or less than the agreed quantity in the case of products composed especially for the customer. With the exception of articles that Debotex bv does not have in stock. A maximum of 10% more or less delivery applies.
If Debotex bv shows or provides a model, sample or example, this shall only be done by way of indication: the qualities of the goods to be delivered may deviate from the sample, model or example. The provisions of article 4 shall apply accordingly.
Should the Customer not accept the Products or not accept them on time for any non-valid reason, it shall be in default without notice of default being required. Debotex bv shall then be entitled to store the Products at the Customer’s expense and risk, including the risk of loss of quality, or to sell them to a third party. The Buyer shall remain liable for the purchase price, increased by the interest and (collection) costs by way of compensation, albeit, where applicable, reduced by the net proceeds of the sale to that third party.
Delivery shall be made carriage paid ex-factory, warehouse on the ground floor of only one address, which shall be deemed to be the place from which deliveries are made by or on behalf of Debotex bv. Delivery of the Products shall be deemed to have taken place:
Upon dispatch through the intervention of a professional carrier; by the transfer of the Products to that professional carrier;
If the Products are collected by or on behalf of the Client; by taking delivery of the Products;
In case of dispatch by a means of transport of Debotex bv; by delivery to the address specified by the Customer.
If you receive items that you have not ordered, you must notify Debotex bv Relatiegeschenken. Any inaccuracies in the details given must also be reported immediately.
11. Delivery of printed items
If Debotex bv receives orders to deliver products that have been specially processed or assembled for the client, the client is obliged to supply good quality, directly reproducible material.
Debotex bv shall only be obliged to send a proof in advance for the Client’s approval if the Client stipulates this in writing before issuing the order. In this case, Debotex bv undertakes to submit a proof to the Client no later than five weeks after receipt of the order and after receipt of the materials to be reproduced, which proof shall be deemed to have been approved if no written response to the proof is received within five working days.
All costs of printing or related work shall be charged separately and shall not be included in agreed prices unless explicitly agreed otherwise.
12. Cancellation
If the customer cancels or changes the order in whole or in part after receiving the order confirmation, he/she shall be obliged to compensate 25% of the order value with a view to the execution of the agreement (preparations, orders from third parties, storage, etc.). If the agreement is cancelled or changed after approval of the proofs, Debotex bv may charge 100% of the order value.
Cancellation or changes by the client must be made in writing to Debotex bv.

13. Force majeure
If delivery is prevented in whole or in part by force majeure, Van Helden Relatiegeschenken bv shall be entitled to suspend delivery or to dissolve the agreement in whole or in part insofar as it has not been performed and to claim payment for the parts that have been performed, without being obliged to pay any compensation to the Client.
Parties shall inform each other as soon as possible of a (possible) force majeure situation.
If the force majeure situation has lasted three months, both parties have the right to dissolve the Agreement in writing, either wholly or in part.
For the purposes of these General Terms and Conditions, force majeure means any circumstance beyond the control of Van Helden Relatiegeschenken bv – even if it could have been foreseen when the agreement was concluded – that permanently or temporarily prevents fulfilment of the agreement, as well as, insofar as not already included therein, war, danger of war, civil war, riots, strikes, lockouts, transport difficulties, fire and/or serious disruptions in the business of Debotex bv or its suppliers.
14. Claims
The customer is obliged to carefully inspect the products (or have them inspected) immediately upon arrival at their destination or upon receipt by himself or by a third party acting on his behalf, whichever is earlier.
Complaints concerning observable defects must be made in writing within eight days of delivery, failing which Van Helden Relatiegeschenken bv shall not be obliged to pay any form of compensation. Defects that could not reasonably have been detected within the above period must be reported to Debotex bv in writing immediately after detection but no later than 30 days after arrival of the Products.
After the discovery of any defect, the Client is obliged to immediately discontinue the use and/or forwarding to third parties of the relevant Products.
The Customer shall render all co-operation required by Debotex bv to investigate the claim, including by giving Debotex bv the opportunity to carry out an on-site investigation (or have one carried out) or by returning some representative faulty Products at Debotex bv’s expense.
The Buyer shall not be free to return the Products before v bv has agreed to this in writing. The costs of returning the Products shall be borne by the Customer and the Products shall remain at the Customer’s risk. Returns never imply any acknowledgement of liability.
Defects concerning an individual batch of Products which is part of a multi-part delivery shall only entitle the Customer to dissolve the entire Agreement if the Customer cannot reasonably be required to maintain the remaining part of the Agreement.
15. Warranty
If Debotex bv delivers Products to the Customer that Debotex bv has obtained from its suppliers, Debotex bv shall never be obliged to provide any further guarantee or liability to the Customer than that which Debotex bv can claim from its supplier.
The Products shall remain at the full risk of the Customer in the event that Debotex bv carries out repair activities on the Products, unless the repair is the result of a faulty performance by Debotex bv and the Customer cannot reasonably be expected to insure the Products against the aforementioned risk.

16. Returning
Articles that are personal in nature, i.e. printed, engraved or otherwise personalised according to the client/consumer’s specific wishes, fall outside the right of withdrawal as these are custom-made articles. These items may not be returned to Debotex bv without giving reasons. There is no cooling-off period: when the order process is started after approval by the client/consumer, the right of withdrawal lapses.
For items that are not personal in nature, i.e. not personalised in any way, the standard cooling-off period of 14 calendar days after the shipping date applies.
If products are broken, not working or not sound in any other way, this must be reported to Debotex bv in writing as soon as possible but no later than 8 days after delivery.
If a timely and correct complaint is made and it has been reasonably demonstrated to Debotex bv that the products are faulty, Debotex bv shall have the option either to supply new products free of charge against return of the faulty products, or to repair the products properly, or to grant the client a discount on the purchase price to be determined by mutual agreement.
By fulfilling any of the aforementioned performances, Debotex bv shall be fully discharged from its warranty obligations and shall not be liable for any further compensation or damages.
Neither the costs of returning unprinted items nor the original transport costs of the order shall be credited. Debotex bv reserves the right to charge 5% of the net order amount for the handling that needs to be done, with a minimum amount of € 15 excluding VAT.
The customer/consumer shall not be free to return products outside the right of withdrawal before Debotex bv has agreed to this in writing. Return shipments must be addressed to Debotex bv, Dommelstraat 91, 9250 Waasmunster Belgium stating your name and customer number, unless otherwise agreed.
If there is a refund from Debotex bv to the customer/consumer, this will be fulfilled by bank payment no later than 14 days after receipt of the return shipment.
17. Retention of title
Debotex bv shall retain ownership of all goods it delivers to the customer until the purchase price for all such goods has been paid in full.
If, within the context of the agreement concluded with the Customer, Debotex bv performs work to be remunerated by the Customer on the Customer’s behalf, the retention of title shall also apply until such time as the Customer has paid this claim from Debotex bv in full.
The retention of title shall also apply to any claims that Debotex bv may acquire against the Customer due to the Customer’s failure to fulfil one or more of its obligations towards Debotex bv.
As long as ownership of the delivered items has not passed to the Customer, the latter may not pledge the items or grant any other right to them to a third party other than in the normal course of its business, whereby the Customer undertakes, in the event of a sale on credit, to stipulate a retention of title from its buyers on the basis of the provisions of this article.
The Customer shall be obliged to keep Products delivered subject to retention of title carefully and as the recognisable property of Debotex bv, and to insure them against risks such as fire, explosion, damage and theft. On Debotex bv’s first request to this end, the Customer shall assign all rights to the relevant insurers in this respect to Debotex bv.
If and so long as Debotex bv owns the Products, the Customer shall notify Debotex bv in writing without delay if any part of the Products is lost or damaged, or the Products are seized and/or any part of the Products is otherwise claimed. Furthermore, the Customer shall inform Debotex bv at Debotex bv’s first request as to the location of the Products owned by Debotex bv.
In the event of an attachment, (provisional) suspension of payments or bankruptcy, the Customer shall immediately alert the attaching bailiff, administrator or receiver of Debotex bv’s (ownership) rights.

18. Payment
Unless agreed otherwise in writing and without prejudice to the provisions of the following paragraph, payments to Debotex bv must be made net within 30 days of the invoice date, which term shall be regarded as a strict deadline. In the case of payment by bank transfer, the date on which Debotex bv’s bank account is credited shall serve as the date of payment.
Unless explicitly agreed otherwise, all payments, however made, shall first be applied to settle the costs, then to settle the interest due and finally to settle the principal sum of the unpaid invoices.
Any objections to invoices, specifications, descriptions and prices must be notified to Debotex bv in writing within 8 days. If this is not possible due to any cause not attributable to the Customer, the Customer shall in any case notify Debotex bv of its objections in writing as soon as reasonably possible.
Set-off or other forms of settlement shall never be permitted without an explicit written agreement.
Debotex bv shall be entitled at all times to demand sufficient advance payment or security for the fulfilment of the client’s payment obligations before delivering or continuing with the delivery, whereby Debotex bv shall be entitled to suspend further deliveries if the client fails to comply with this demand, even if a fixed delivery time has been agreed, without prejudice to Debotex Relatiegeschenken bv’s right to claim compensation for damages due to late or non-fulfilment of the agreement.
If the Client fails to pay within the agreed term, it shall be in default by operation of law and Debotex bv shall be entitled to charge interest at 2% above the statutory commercial interest rate from the due date of the unpaid invoice or invoices without any notice of default being required.
If the Buyer is in default, all Debotex bv’s outstanding claims against the Buyer shall become immediately due and payable.
All extrajudicial collection costs to be incurred by Van Helden Relatiegeschenken bv shall be borne by the Client and shall be calculated in proportion to the outstanding amount in the manner indicated below, subject to a minimum of € 70. The extrajudicial collection costs will be calculated on the principal amount to be claimed as follows:
over the first € 3,000,- 15%
over the amount up to € 6.000,- 10%.
over the amount up to € 15.000,- 8%
over the amount up to € 60.000,- 5%
over the amount exceeding € 60,000.00 3%.
19. Consultancy work and product development
If asked to provide advice, Debotex bv shall be obliged to represent the Client’s interests to the best of its knowledge and ability.
If asked to provide advice, Debotex bv shall keep all information made available by the Client strictly confidential, even after termination of the relationship. For its part, the client is obliged to maintain confidentiality with respect to everything it learns about Debotex bv’s company, its products and/or services.
In the case of product development, advice on promotional products to be applied, advice on creative concepts, quotations for extensive projects with printed or unprinted products, national or international market research into specific products or product requests for non-specified products, the Client shall – in all cases that do not provide for the delivery of specifically described products – owe a fee amounting to an hourly rate or fixed rate to be agreed in advance between the parties.

20. Intellectual Property
Debotex bv declares that, to its knowledge, the Products do not infringe any intellectual property rights of third parties applicable in Belgium. However, Debotex bv cannot indemnify the Buyer against any infringement of third party intellectual property rights.
If Debotex bv manufactures Products or has Products manufactured specifically on the instructions of the Customer based on a design that does not originate from Debotex bv, the Customer shall indemnify Debotex bv against any infringements relating to (the manufacture and use of) the Products on the intellectual property rights of third parties.
Debotex bv shall retain the copyright to sketches, drawings, lithographs, plates, photographs, models, etc. designed or produced by Debotex bv at all times, even if the Customer has placed an order in this respect and fulfilled its financial obligations arising therefrom.
The customer guarantees not to infringe (nor to allow or enable third parties to infringe) any intellectual property rights of Debotex bv or its suppliers with respect to the Products.
Typesetting, printing or other proofs
The principal shall be obliged to carefully check any typesetting, printing or other proofs received from Debotex bv, whether or not at the latter’s request, for errors and/or defects and to return these to Debotex promptly for correction or approval.
Approval of the proofs by the principal constitutes acknowledgement that Debotex has carried out the work preceding the proofs correctly and in good time.
Debotex bv shall not be liable for deviations, errors and defects that have gone unnoticed in the proofs approved or corrected by the client.
Any proofs produced at the explicit request of the client shall be charged in addition to the agreed price, unless it has been explicitly agreed that the cost of these proofs is included in the price.
22. Return of rented and loaned items
If Debotex bv has hired out and/or loaned items to the Client in the execution of the agreement, whether or not for payment, the Client is obliged to return these items within fourteen (14) days of the end of the agreement, for whatever reason, in their original state, free of defects and in full. The aforementioned term is to be considered a strict deadline.
If the Customer fails to comply with the obligation mentioned in paragraph 1 for any reason whatsoever, Debotex bv shall be entitled to recover the resulting losses and costs, including replacement costs and loss of rental income, from the Customer, without prejudice to Debotex bv’s other rights in this respect.
23. Responsibilities of the client
The Client shall always provide Debotex bv with all data required for the performance of Van Helden Relatiegeschenken bv’s activities in good time and guarantees their accuracy and completeness.
The Client shall not remove or render invisible all or part of any brand and/or identification marks affixed to the Products.
24. Liability and indemnification
Except in the event of gross negligence or intent on the part of Debotex bv or its executive employees, Debotex bv shall not be liable for any costs, losses or interest resulting from the actions or negligence of the aforementioned persons or other employees of Debotex bv or persons employed by Debotex bv to execute the agreement.
Debotex bv shall never be liable for any indirect damage suffered by the customer to third parties, including consequential damage (such as loss of turnover or profit), immaterial damage, operational or environmental damage.
Debotex bv’s liability towards the customer for whatever reason per event (whereby a connected series of events counts as one event) is limited to the relevant contract sum (excluding VAT). If no contract sum can be indicated, Debotex liability shall be limited to the amount received in this respect from its business liability insurer. This limitation of liability shall not apply insofar as the damage in question was caused by intent or gross negligence on the part of Debotex bv or its senior executives, or insofar as Debotex liability derives from mandatory applicable law on account of product liability.

25. Dissolution
In the event of a (provisional) suspension of payments, bankruptcy, cessation or liquidation of the Customer’s business, all Contracts with the Customer shall be terminated by operation of law unless Debotex bv informs the Customer within a reasonable time (as the case may be, at the request of the administrator or receiver) that it requires fulfilment of all or part of the relevant Contract(s), in which case Debotex bv shall be entitled, without notice of default, to
suspend the execution of the relevant Agreement(s) until payment has been sufficiently secured; and/or
without prejudice to Debotex bv’s other rights under any Agreement with the Customer and without Debotex bv being liable for any compensation.
If the Customer fails to fulfil any of its obligations arising from any Agreement properly or within a stipulated term or otherwise in a timely fashion, the Customer shall be in default and Debotex bv shall be entitled, without notice of default or judicial intervention being required:
suspend the execution of that Agreement and any directly related Agreements until payment has been sufficiently secured; and/or
dissolve all or part of that Agreement and any directly related Agreements; all this without prejudice to Debotex bv’s other rights under any Agreement with the Customer and without Debotex bv being liable for any compensation.
If an event as referred to in paragraphs 1 or 2 occurs, all Debotex bv’s claims against the Customer and the said claims under the relevant Agreement(s) shall become immediately due and payable in full, respectively, and Debotex bv shall be entitled to take back the Products in question. In such cases, Debotex bv and its authorised representative(s) shall be entitled to enter the Customer’s premises in order to take possession of the Products. The Client shall be obliged to take the necessary measures to enable Debotex bv to exercise its rights.
26. Privacy
In order to provide you with optimum service and interesting offers, your personal and/or company details will be included in Debotex bv’s customer system. If you do not wish this, you can notify us in writing. Furthermore, we use your data for the execution of the agreement and risk management. You have the right to inspect and correct your data.
Debotex bv only uses e-mail addresses provided directly. Your e-mail address will be used for marketing or service purposes. If you do not wish this, you can inform us in writing. We never provide e-mail addresses to third parties for commercial purposes.
When you visit the website www.debotex.be, your (temporary) IP address is automatically recognised. This data is only stored to further analyse the navigation, pages visited and articles ordered from our site in order to optimise the functionality and content of the site.
Cookies are only placed on your computer for ease of use and are not used for other purposes. Read all about cookies in our cookie statement.
We store and use any information you voluntarily provide via our site for marketing and service purposes. When you provide us with your address details through our site, you may receive selective mailings and catalogues from us periodically. If you do not wish to do so, please notify us in writing.

27. Processing personal data
Personal data will be processed in a proper, careful and confidential manner, in compliance with applicable national and international laws and regulations, including the General Data Protection Regulation (“AVG”). This includes cooperating with the lawful requests of data subjects within the meaning of the AVG.
Also, personal data will not be further processed in a manner incompatible with the purposes for which they were obtained nor stored or processed for longer than necessary.
Appropriate technical and organisational security measures will be taken to ensure that personal data are protected against destruction, loss or any form of unlawful processing, taking into account the state of the art and the nature of the processing.
If applicable, at Debotex bv’s first request, the Customer shall cooperate in the conclusion of an agreement to be supplied by Debotex bv as referred to in Article 28 of the AVG (a processor agreement) for the execution of the processing of personal data by Debotex bv, to the extent that an existing agreement between the parties does not already qualify as such an agreement.
Debotex bv shall notify the Customer as soon as possible, or at least without unreasonable delay, of a personal data breach, all this insofar as it concerns personal data obtained or processed by Debotex bv from the Customer within the framework of an agreement existing between the parties and/or concerns persons to whom that agreement relates.
28. Use of logo in brochures / on the Internet
It is possible that we may also use your forwarded logo (for printing) digitally (as an example logo) when presenting our product range. Your logo may therefore appear on various articles in brochures, catalogues and on our website(s). Should you not wish to give permission for this, please let us know in writing.
29. Change of address
You are obliged to notify Debotex bv of any change of address.
Until Debotex bv receives a change of address notification, you are deemed to be residing at the address that is known to Debotex bv. You shall remain liable for any ordered items delivered to the old address.
30. Disputes, competent court and applicable law
Disputes between the parties, including those that are only considered as such by one of the parties, shall be resolved as much as possible through proper consultation.
If the parties cannot reach a solution, the disputes shall be settled by the competent court in the district where Debotex bv has its registered office, unless mandatory rules of jurisdiction prevent this choice.
If any provision of the agreement or these general terms and conditions turns out to be invalid, this shall not affect the validity of the agreement as a whole. In such a case, Debotex bv shall be entitled to substitute a provision – not unreasonably onerous for the Customer – that is as close as possible to the invalid provision.
31. Applicable law and choice of forum
All agreements entered into with Debotex BV shall be governed by Belgian law. Unless national or international rules stipulate otherwise, the parties shall always choose the competent court in Dendermonde to take cognisance of a dispute.

Latest version: 16 September 2023