Terms & Conditions

Definitions

In these Sales Conditions, the following terms are defined as follows:

  • BULLSEYE DISTRIBUTION or BULLSEYE: BULLSEYE DISTRIBUTION BV, with its registered office at 3740 Bilzen, Kieleberg 16, company number 0786.798.375 and VAT number BE 0786.798.375;
  • Complaint Letter: a registered letter sent by post with acknowledgment of receipt, stating the invoice number, all reference numbers (if applicable) indicated in the written agreement between BULLSEYE DISTRIBUTION and the Customer, the order confirmation issued by BULLSEYE DISTRIBUTION, the delivery note issued by BULLSEYE DISTRIBUTION, and the invoice issued by BULLSEYE DISTRIBUTION, with a precise identification of Products and/or services and a detailed statement of the non-conformity or defect;
  • Customer: any natural or legal person acting for business purposes who purchases a Product from BULLSEYE DISTRIBUTION, places an order with BULLSEYE DISTRIBUTION, and/or sends a price request to BULLSEYE DISTRIBUTION, as well as anyone acting on behalf of or for the account of another (legal) person who purchases a product and/or service from BULLSEYE DISTRIBUTION, places an order with BULLSEYE DISTRIBUTION, and/or sends a price request to BULLSEYE DISTRIBUTION, or to whom BULLSEYE DISTRIBUTION makes offers in that regard;
  • Sales Conditions: these general conditions;
  • Full Goods: Products in a (possibly guaranteed) packaging such as PET bottles, cans, etc., which are saleable within an average period of 3 to 15 months after departure from the BULLSEYE DISTRIBUTION depot to the Customer. The production and expiry date, as well as the nature of the Product in question, determine the actual sales period of the Product;

These Sales Conditions apply to all commitments and legal relationships between BULLSEYE DISTRIBUTION and the Customer from the moment the Customer requests an offer and/or places an order, or from the moment BULLSEYE DISTRIBUTION provides an offer. By placing an order or requesting an offer, the Customer expressly waives the application of its general or specific conditions, notwithstanding any reference thereto on an offer, invoice, or any other document.

Prices

The prices indicated by BULLSEYE DISTRIBUTION for Products, either offered through its representatives or via an offer, are expressed in Euros and are exclusive of VAT, exclusive of taxes and excises, and exclusive of any discounts unless explicitly stated otherwise.

The Customer expressly acknowledges that BULLSEYE DISTRIBUTION always has the right to correct any administrative errors and/or calculation mistakes and to invoice the Customer the corrected and correct prices, regardless of any other indications on order confirmations, offers, or similar documents, and irrespective of the order placed and the order confirmation given.

All prices indicated by BULLSEYE DISTRIBUTION are given with the explicit reservation of a price change, which will be communicated at least one month in advance. This price change can be implemented without any justification and based on BULLSEYE DISTRIBUTION’s own commercial policy.

Orders

BULLSEYE DISTRIBUTION and the Customer will agree on a delivery day and time based on the most optimal logistics flow for BULLSEYE DISTRIBUTION, which can only be deviated from with the express written consent of BULLSEYE DISTRIBUTION. Any deviation is always exceptional and one-off and does not alter the normal way of working as described above for the future unless otherwise agreed in writing by BULLSEYE DISTRIBUTION. BULLSEYE DISTRIBUTION will take all reasonable measures to deliver the ordered Products on time in accordance with the agreed delivery date and time. Delivery and execution times are always indicative. They do not form an essential part of BULLSEYE DISTRIBUTION’s obligations towards the Customer, nor of the agreement between BULLSEYE DISTRIBUTION and the Customer, nor of the order confirmation issued by BULLSEYE DISTRIBUTION, and do not constitute an obligation to achieve a result on the part of BULLSEYE DISTRIBUTION. In case of exceeding the indicated delivery and/or execution time, BULLSEYE DISTRIBUTION and the Customer will agree on an additional reasonable period. No exceeding of the term, neither of the original nor of the additional term(s), can give rise to the payment of any compensation, nor to the dissolution of the Sales Conditions and/or other agreements between BULLSEYE DISTRIBUTION and the Customer.

Orders are considered binding for the Customer once the Customer has confirmed the order. In case of cancellation or termination of the order by the Customer, the damage to BULLSEYE DISTRIBUTION may be estimated at a minimum of 15% of the total price or financial value of the order, without prejudice to BULLSEYE DISTRIBUTION’s right to prove higher damages or to demand the execution of the agreement.

The offer of Products is valid within the explicit limits of available stocks in the warehouses or at the suppliers of BULLSEYE DISTRIBUTION. If a Product is unavailable, BULLSEYE DISTRIBUTION will refund any payment made by the Customer, except as provided in article 10 (netting).

Delivery and Transfer of Risk

BULLSEYE DISTRIBUTION delivers the Products according to Incoterms 2020 DAP at a fixed delivery location designated by the Customer and within an agreed delivery period.

To ensure their quality, BULLSEYE DISTRIBUTION’s Products must be stored in optimal conditions, protected from dust and moisture, and in accordance with the norms regarding temperature and light and according to the FEFO rule (“first expired, first out”). BULLSEYE DISTRIBUTION can only guarantee compliance with the FEFO rule in its depots and until the moment of delivery to the Customer.

Return of Products

Only Products purchased from BULLSEYE DISTRIBUTION can be returned. Full Goods can only be taken back in exceptional cases, after assessment and explicit agreement by BULLSEYE DISTRIBUTION.

Force Majeure and Unforeseen Circumstances

BULLSEYE DISTRIBUTION is not liable for a failure to fulfill its obligations towards the Customer or third parties caused by force majeure or unforeseen circumstances.

In case of force majeure or unforeseen circumstances, BULLSEYE DISTRIBUTION may, at its own discretion and judgment, after prior notice but without requiring judicial intervention, and without any right of recourse against BULLSEYE DISTRIBUTION:

  1. Propose to the Customer to replace the missing Products and/or components with a functional equivalent;
  2. Temporarily suspend or reduce the execution of its obligations; or
  3. Terminate the agreement between BULLSEYE DISTRIBUTION and the Customer after a notice period of one month.

Force majeure and unforeseen circumstances include, but are not limited to, the following non-exhaustive list: unavailability and/or scarcity of certain materials, raw material shortages, currency fluctuations, increases in material prices, prices of auxiliary materials and raw materials, wages, salaries, social charges, government-imposed costs, levies and taxes, transport costs, import and export duties, or insurance premiums, ice floes, special weather conditions, strikes, mobilization, war, pandemic, illness or accidents, communication and IT disruptions, mandatory government measures, export bans, delays in supply, transport and/or movement obstacles, including the lack of or withdrawal of transport options, export restrictions, import restrictions, breakdowns, traffic jams, terrorism, invasion of hostile extraterrestrial life, etc. Force majeure will be a definitive and irreversible circumstance that makes the execution of the agreement completely impossible, while unforeseen circumstances may constitute a burden on the contractual obligations arising from one of the above-mentioned circumstances.

Liability

BULLSEYE DISTRIBUTION is not liable to the Customer for mistakes made by its employees, collaborators, and/or representatives in the context of the performance of their professional activities. BULLSEYE DISTRIBUTION is only liable in case of fraud, deceit, or intentional fault.

Protest

Protests regarding delivered Products must be formulated within 8 days of delivery via a Complaint Letter. If the protests concern the invoicing itself, these must also be formulated within 8 days of the invoice date via a Complaint Letter. In the absence thereof, final acceptance by the Customer is presumed.

Retention of Title

The sold goods remain the property of BULLSEYE DISTRIBUTION until full payment of the total sales price (principal and accessories) is received. However, all risks are transferred to the Customer from the moment of delivery at the designated delivery location or after collection by the Customer, if applicable. The non-payment of any due amount on the due date of the invoice may result in the recovery of the goods.

Until the ownership of the sold Products has been effectively transferred to the Customer, the Customer is expressly prohibited from using the delivered Products as a means of payment, pledging them, or encumbering them with any other security interest. The Customer undertakes to immediately notify BULLSEYE DISTRIBUTION via registered mail with acknowledgment of receipt of any seizure imposed by a third party on the sold Products. If the Customer resells the goods before full payment of the price, BULLSEYE DISTRIBUTION may exercise its retention of title on the resale price.

Payment

Invoices are payable by bank transfer at the time of delivery.

A different payment term is explicitly stated on the invoice. BULLSEYE DISTRIBUTION may grant a supplementary payment term in writing and may modify it at any time. In such a case, BULLSEYE DISTRIBUTION may always request an advance payment. In the event of late payment, interest for late payment will automatically and without prior notice be charged at the interest rate specified in Article 5 of the Belgian Law on Payment Arrears in Commercial Transactions of August 2, 2002, with a minimum of 5%. Additionally, in the event of late payment, an amount of 10% of the invoice amount will be due, with a minimum of 150 EUR, without prejudice to BULLSEYE DISTRIBUTION’s right to claim a higher amount for any damage suffered.

All mutual claims between BULLSEYE DISTRIBUTION and the Customer will be immediately offset from their creation, including those that are not yet certain, not yet due, or not yet enforceable, and including all claims dependent on a future condition, including any damages owed for any reason whatsoever (including damages, costs, or expenses). This set-off will in any case be enforceable against the trustee and the other concurrent creditors, who cannot object to the set-off made by the Customer and BULLSEYE DISTRIBUTION.

The Customer will strictly comply with the provisions of the Belgian Law of September 18, 2017, on the prevention of money laundering and terrorist financing and the restriction of the use of cash.

Intellectual Property Rights

The information provided and services delivered, the texts, images, video and sound files displayed on these websites, as well as any software used for their use, are protected by intellectual property rights, which are exclusively owned by BULLSEYE DISTRIBUTION or its affiliated companies, or for which BULLSEYE DISTRIBUTION has obtained a license or usage right. The full or partial reproduction, distribution, sale, publication, adaptation, translation, processing, or use for commercial purposes in any way is expressly prohibited unless prior written consent has been obtained from BULLSEYE DISTRIBUTION. Storing information from these websites in a database is expressly prohibited, except for the automatic caching of information by a browser.

Any use of the trademarks of BULLSEYE DISTRIBUTION or of any other affiliated company within the meaning of Article 1:20 of the Belgian Companies and Associations Code is always subject to prior written consent from BULLSEYE DISTRIBUTION.

Deviations and Modifications

These Sales Conditions apply in full unless otherwise agreed upon in writing with the Customer. In such a case, these Sales Conditions will apply in a supplementary manner for matters not explicitly agreed otherwise in writing with the Customer.

BULLSEYE DISTRIBUTION reserves the right to modify the Sales Conditions at any time. The Customer will be adequately informed of any changes to these Sales Conditions and can always consult them on the Online Platform. New Sales Conditions will only apply to sales concluded after the changes have been made.

The invalidity of part of these Sales Conditions or of one or more provisions of the Sales Conditions does not affect the validity of the remaining provisions. BULLSEYE DISTRIBUTION and the Customer agree that, in such a case, an invalid part/provision(s) of the Sales Condition will be replaced and executed according to the closest interpretation of the invalid provision(s) and/or the invalid part.

Language

Non-Dutch versions of these Sales Conditions are provided for informational purposes only. The Dutch text is the only legally binding version.

Applicable Law and Choice of Forum

Belgian law applies. In case of dispute, only the courts of the Limburg district, Hasselt division, have jurisdiction.### Terms and Conditions General Sales Conditions of Kotdelivery.be, a subsidiary of Bullseye Distribution BV.