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GENERAL TERMS AND CONDITIONS BOING NV

I. GENERAL

1. These general terms and conditions apply to all agreements

concluded through the www.boing-inflatables.com website and to any

distance contract concluded between NV BOING, with registered office

at 8480 Ichtegem, Fabriekweg 15, with enterprise number

0438.471.969, RPR Gent division Oostende (referred to as “BOING”)

and the customer.

2. Any deviation to these general terms and conditions shall only be

valid if expressly accepted in writing by BOING.

II. GENERAL

1. Quotations

All offers, quotations, and quotes are always non-binding and valid for

a maximum period of 14 days, unless otherwise stated. The

information regarding products, services, and pricing, as well as

detailed order information, which has been drawn up and

communicated are subject to variation or amendment.

2. Prices

A. All prices quoted by BOING are in euros and exclude VAT, other taxes

imposed by the government, transportation and insurance costs,

installation costs, and service and work costs, unless expressly agreed

otherwise in writing.

B. BOING reserves the right to decline the agreement without giving

any reason or explanation thereto, and without being liable to pay any

compensation.

C. In certain cases, promotional prices apply. These prices are valid only

during a specific period or as long as stocks last. No entitlement to

these prices may be invoked before or after the specific period. They

are not binding on BOING in any way whatsoever unless the contrary is

expressly and unambiguously stipulated in writing in the quotation

itself. If items are discounted or promotions apply after the order is

placed, the customer can make no claim on a reimbursement of the

price difference.

D. BOING is not responsible for any form of customs duty or other taxes

that may be applied after shipment.

3. Payment

A. Unless otherwise agreed in writing, payment of the total amount due

by the customer shall be made by the customer prior to delivery of

goods, or in cash upon delivery (only possible for amounts less than

3,000.00 euros).

B. If payment in arrears is agreed upon, payment must be received by

BOING no later than 7 days after the invoice date.

C. If you choose to pay on delivery, we reserve the right to demand a

deposit of 70% of the amount payable.

D. BOING is not liable for errors in the execution of the payment order.

E. When any Internet order, telephone order, or email order has been

confirmed by BOING, BOING will proceed to order the ordered items.

F. In the absence of payment within 30 days after the invoice date, the

invoiced amount will be increased by operation of law and without

prior notice of default and without reminder, with late-payment

interest. If you are a consumer within the meaning of Article I.1., 2°

Economic Law Code, BOING applies the statutory interest rate for this.

If you are a professional customer or enterprise within the meaning of

Article I.1., 1° Economic Law Code, then BOING applies the interest rate

as provided for in the Act of 2 August 2002 on combating late payment

in commercial transactions. In addition, the customer is obliged to pay

a lump-sum compensation of 10% on each unpaid invoice amount, also

by operation of law and without formal notice, and with a minimum of

250 euros, without prejudice to the right to prove multiple damage and

disadvantages, including by charging for procedural expenditure, costs

and fees paid to a lawyer in the event of judicial recovery. In case of

late repayment by BOING, the same default interest and damages shall

apply.

G. Non-payment of an invoice on the due date will incur the immediate

payment of all outstanding invoices, including any existing invoices that

are not yet due, and will nullify all existing payment conditions and

methods.

H. If the amounts owed by the customer are not paid (on time), BOING

reserves the right to suspend any further work until the outstanding

debt is settled. In this case, the customer cannot claim damages or

invoke the agreed upon execution deadlines. BOING, on the other

hand, retains the right to claim damages from the customer due to

termination of the order, consisting of the compensation for the

services provided and the costs up to the termination, increased by a

lump sum compensation for the loss of profits.

I. The application for judicial reorganisation (whether amicable or

judicial), suspension of payments - even if not officially established - or

any other fact indicating the customer’s insolvency, shall result in all

invoices relating to the provided services and goods becoming

immediately due and payable.

4. Cancellation

If the agreement is entered into at a fixed price, the customer may

terminate it at any time upon payment to BOING of compensation

equal to the services already provided and the materials already

purchased, and compensation for the loss of profits.

If the customer declines the order, nullifies the agreement or if it

cannot be executed, the customer must pay compensation of 50% of

the total amount of the order.

If BOING fails to fulfill the agreement, the customer is entitled to

compensation similar to that which BOING may demand from the

customer if the customer fails to fulfill the contract.

III. SALES

1. General

1.1. Retention of title

A. BOING will remain the sole and absolute owner of the goods, even if

the goods are delivered to the customer before receipt of payment,

until the customer has paid BOING all that the customer owes BOING

pursuant to the agreement, such as payment of the full price, any latepayment

interest still due, and all additional costs. Any advances paid

remain acquired by BOING by way of compensation for possible losses

at resale. However, the risk in the goods already delivered passes to

the customer at the time of delivery, even in the event of

transformation or incorporation to other goods.

B. The customer is prohibited from selling the goods sold or pledging

them to a third party or disposing of them in any way, as long as the

sales price has not been paid in full. Failure to comply with this

prohibition will incur a lump sum compensation in the amount of 50%

of the sales price of the goods for which the customer will be held

liable. If the goods are sold to a third party anyway, the right to the

ensuing sales price shall replace the right to the goods sold. Under the

provisions mentioned above, BOING shall have the right of recovering

immediately the goods sold with their accessories, from the place

where they are located, with any and all costs for the recovery,

including dismantling, transportation and similar costs to be charged to

the customer. The buyer shall be committed to inform BOING of the

place where the goods sold are located and shall have to co-operate in

the recovery thereof. Should this removal be impeded for any reason

by the customer, their employees or their creditors, the customer is

bound by law to pay compensation of 250 euros per day until the day

that the goods are once again in BOING’s possession. All this is without

prejudice to BOING’s privilege which it will be free to invoke at its

discretion.

C. If the customer is in default with the fulfilment of the payment

obligation or has payment difficulties or if BOING believes the payment

of the outstanding invoices is uncertain, BOING will be entitled to

repossess the goods delivered that are still with the customer under

retention of title. If applicable, the customer is obliged to immediately

notify the possessing bailiff and the curator in its bankruptcy about the

retention of title by BOING to the goods delivered.

D. By accepting these general terms and conditions of delivery, the

customer already now irrevocably authorises BOING to enter the

customer’s sites and buildings in order to repossess the delivered

goods, without prejudice to BOING’s right to compensation for the

damage suffered by BOING.

1.2. Delivery

A. The delivery period shall always be determined in mutual

consultation. Insofar as the quotation indicates a delivery period, the

period is purely indicative and constitutes no commitment of any kind.

B. Mention of delivery dates on the website, offers, confirmations

and/or agreements are indicative and not binding, but will be observed

to the greatest extent possible.

C. BOING will inform the customer if the product ordered by the

customer is not in stock and will not be available in the short term.

Where possible, BOING will provide the customer with an alternative

item of at least equal price and quality.

D. The full order will not be shipped until all products are ready to ship.

An exception to this may be made at the express request of the

customer.

E. The delivery period shall commence upon receipt by BOING of all

required information regarding the execution of the order and upon

payment of the deposit. If an order and/or the execution of an order is

modified at the request of the customer, the initially agreed delivery

period shall only commence once an agreement concerning the

modifications is concluded.

F. If, at the request of the customer, modifications are made to the

delivery period and/or the place of delivery and/or the delivery

conditions, or if the customer has provided incorrect information to

BOING, BOING shall acquire the right to charge the customer for the

additional costs incurred. If the VAT undergo changes before the date

of delivery, the total price shall be adjusted accordingly.

G. The delivery period shall be suspended in case of force majeure,

strikes, lockout, operating difficulties, etc. independently of the will of

BOING, both in its own workshops and those of BOING’s suppliers. This

also applies in the event of disruption in transport companies, and in

the event of a pandemic, an epidemic, mobilisation, war, requisitions,

riots and similar events. This also applies if such circumstances hinder

domestic and international production and delivery options. This list is

illustrative and not restrictive.

1.3. Shipping and delivery

A. The customer should check their address information in the

confirmation email for accuracy. The customer is obligated to report

any inaccuracies to BOING no later than 3 business days prior to the

agreed upon delivery date. Any costs resulting from incorrect address

information on the delivery note will be charged to the customer.

B. Deliveries are made by an external carrier who brings the goods to

the doorstep of the provided address.

C. Upon delivery by the courier, the customer shall sign the courier's

consignment note for delivery.

D. From the moment of delivery or collection of the goods, the

customer shall bear all risks related to the goods sold.

E. If the customer refuses to take immediate delivery of the correct and

undamaged goods offered to him, any resulting freight costs, storage

expenses, etc. shall be borne by the customer.

F. The customer is deemed to have accepted the goods on the day of

delivery, except in the event of a clearly defined and detailed complaint

that must be disclosed to BOING by registered letter to BOING’s

registered office address within 14 business days. The customer cannot

invoke a complaint to suspend or delay payment of invoices or sales

receipts.

G. Minor deviations in quality, quantity, width, colours, size, finish, etc.

that are admissible in the trade, or technically unavoidable, cannot

constitute grounds for complaints, nor can colour deviations of

materials and photos on the website. If the customer assembles items

delivered by BOING themself, the customer shall assure that the items

are in good condition prior to assembly. After assembly by the

customer, any claims with respect to visible deviations shall expire.

H. Warranty stipulations shall apply exclusively to the agreed

corresponded use of the delivered goods or executed work. Injudicious

acting or failing care for the delivered goods excludes any complaint

and voids all guarantees and any warranty. Neither discolouration of

plastics, textiles or fibres which is unavoidable from a technical point

of view or which is generally permissible according to normal business

practices, nor minor deviations of any other kind shall entitle a

customer to replacement, repair or compensation.

1.4. Guarantees

A. BOING guarantees that the items delivered by BOING meet the

requirements of usability, reliability and durability as may reasonably

be expected by the parties to the agreement. Should the product

purchased by the customer have visible defects upon delivery, these

defects must be reported in accordance with article III, 1.4, D of these

general terms and conditions.

B. The products in BOING’s assortment come with a factory warranty

according to the warranty stipulations of the respective manufacturers

in accordance with article III, 1.4, E. If the customer wishes to make a

claim under the warranty, this should preferably be reported to BOING

in writing. The warranty claim should include the purchase order and

photos. The warranty applies only to normal use. The warranty only

covers manufacturing defects. The warranty is degressive, and the full

warranty on manufacturing defects is only applicable for 2 years.

C. No warranty applies in the following circumstances:

- Normal wear and tear;

- If proof of purchase cannot be presented;

- Injudicious use;

- If damage has been caused by intent or gross negligence;

- In case of external calamity (e.g.: lightning strike, power

failure, natural disasters, etc.);

- In case the defect is the result of repair or other work

performed by third parties.

D. The customer is obliged to examine immediately after delivery of the

ordered items whether BOING has properly fulfilled the agreement and

is furthermore obliged to notify BOING in writing of any observed

defects immediately, but at the latest within 14 business days after

delivery. If you are a consumer, you must notify BOING in writing of the

non-conformity of the delivered good within 2 years of the delivery of

the good. Failure to do so will result in BOING being deemed to have

fulfilled its obligations under the agreement.

E. BOING gives you the following warranty against hidden defects

existing at the time of purchase: the legal warranty period for

consumers is 2 years / the warranty period for professional customers

is also 2 years. This warranty commences on the collection date or the

delivery date.

2. Sales via the web shop

2.1. Distance selling

A. All quotations of prices, specifications, photos and/or other

indications of items and/or services are carefully displayed on the

website by BOING. However, BOING cannot guarantee the accuracy of

these quotations and indications. BOING shall not bound to deliver any

orders that were placed on the basis of incorrect information on the

website. Certain references and links on the website may give access

to sites and sources of information that are exploited and maintained

by third parties. BOING does not control these sites and sources of

information and does not accept any liability regarding the information

provided by a third party.

B. Agreements are concluded when BOING confirms the order placed.

This confirmation comes as soon as possible following the receipt of

the electronic order form sent by the customer, in accordance with the

order procedure as stated on the website. By placing the order, the

payment obligation arises on the part of the customer. By submitting

the order form, the customer declares to have read and agreed to these

terms and conditions.

C. When placing their order, the customer (in case they are a consumer)

expressly acknowledges that this order implies a payment obligation.

D. An agreement between BOING and the customer shall be concluded

in Dutch.

E. Order process: We perform the following technical steps to reach the

conclusion of a distance contract with the customer:

• The customer sees a detailed example of their chosen product;

• If applicable, the customer can choose the desired size and color of

the product;

• The customer can then click “order” to add the product to their

shopping cart;

• If desired, the customer can click “continue shopping” to add multiple

products to the cart;

• The customer can then click “order” again on the shopping cart

screen;

• “New” customers do not need to create an account, but are required

to provide personal details when placing an order;

• The customer can indicate which payment method they prefer;

• The customer will see an order summary of their selected products;

• The customer proceeds to order and acknowledges their payment

obligation by clicking the “Checkout” button;

• BOING confirms the purchase by sending an order confirmation by

email.

2.2. Prices

A. Prices listed on the website apply only to the delivery of items

purchased through the website. Subject to price changes and

typesetting and/or printing errors.

B. The quotations or statements of prices on this website are to be

regarded as an invitation to potential customers to make an offer.

2.3. Payments

A. Payment is made in advance by the customer through the Internet

payment environment available and offered through the website or by

manual bank transfers, payments by bank transfer are also made

through this payment environment. In exceptional cases, the purchase

amount may be paid upon delivery by card or cash payment, but only

after express consent of BOING.

2.4. Revocation (for consumers only)

A. The customer has the right to revoke the contract from the order

date until 14 business days after receipt of the item without giving any

reason. However, this period should not be confused with a ‘trial

period’. All revocations should preferably be submitted to BOING in

writing. A model form can be found here:

https://economie.fgov.be/sites/default/files/Files/Forms/Formulierherroeping.

pdf.

You must at least include your full name, phone number, and order

number in case of revocation. In case of revocation, the item must be

returned to BOING immediately and responsibly (i.e., with as little risk

of damage as possible).

B. If you withdraw from this agreement, we shall reimburse to you all

payments received from you, including the costs of delivery (with the

exception of any supplementary costs resulting from your choice of a

type of delivery other than the least expensive type of standard

delivery offered by us), without undue delay and in any event not later

than 14 days from the day on which we are informed about your

decision to withdraw from this agreement. We will refund using the

same payment method that you have used for the initial transaction,

unless you expressly agree to a different way; in any event, this refund

will not incur any fees for you.

You must return or hand over the goods to us without delay, but in any

case no later than 14 days after the day on which you notify us of the

decision to withdraw from the agreement. You are on time if you send

the goods back before the 14-day period has expired.

You will have to bear the direct cost of returning the goods. If, due to

their nature, the goods cannot be returned by normal mail, the goods

can be picked up by BOING’s carrier. In that case, you will have to bear

the direct cost of returning the goods. The costs are estimated at a

maximum of 250 euros (incl. VAT) per pallet shipment within Belgium.

For multiple pallet shipments, the maximum cost amount shall be

multiplied by the number of pallets.

C. You are only liable for any reduced value of the goods resulting from

the use of the goods that goes further than what is necessary to

establish the nature, characteristics and functioning of the goods (nonexhaustive:

the returned goods are not complete or not in their original

condition, the goods are used, dirty or damaged, ...). In this case, BOING

will be entitled to compensation corresponding to the actual damages

suffered by BOING.

3. Custom sales

3.1. Intellectual property rights

A. All intellectual property rights, copyright, and the drawing or model

rights with regard to BOING’s designed models, sketches, graphic

designs, photos, logos and other creations as well as with regard to the

subsequently produced copies of the product are retained by and

belong exclusively to BOING, unless otherwise agreed in writing, with

the prohibition of counterfeiting, reprint or changes.

B. Unless otherwise agreed in writing, the materials provided to the

customer, such as models, sketches, graphic designs, photos, logos and

other creations, shall remain the property of BOING.

C. BOING reserves the right to use the final results of projects and/or

names of customers for publicity purposes, as well as the right to

mention its name or logo on the final results of projects, unless

expressly agreed otherwise in writing.

3.2. Warranties

A. BOING warrants that the design supplied to the customer has been

made by them or on their behalf and that they are the author within

the meaning of the Belgian Copyright Act (Auteurswet) and as the

copyright owner has control over the work.

B. BOING respects existing copyrights and legal copyright holders.

BOING warrants that the execution of the final delivered designs will

not infringe on the copyright of third parties unless specifically stated

and agreed upon with the customer. In such case, the customer agrees

to legally indemnify BOING (and its employees and any subcontractors)

from any liability with respect to copyright claims by third parties that

may arise.

C. The customer warrants that supplied images or designs, used by

BOING in execution of the order, do not infringe the copyright of any

third parties. The customer agrees to exempt BOING and its business

associates from any legal liability with respect to third party copyright

claims that may arise with respect to BOING’s contributions to the

performance of the order.

3.3. Liability

A. BOING does not accept any liability whatsoever for incorrectly

transmitted information. The customer indemnifies BOING against any

claim or action relating to intellectual property rights or copyright of

materials supplied by the customer and used in the performance of the

work commissioned.

B. BOING can never be held liable for errors in the text or design if the

customer has checked and approved the order. The customer bears the

risk of misunderstandings and errors in the performance of the

agreement if such misunderstandings or errors were caused by acts of

the customer, such as late delivery or non-delivery of complete, sound

and clear information.

3.4. Cancellation and revocation

Since the goods were manufactured specifically for the customer

according to their specifications, the customer cannot invoke a

cancellation or revocation of the agreement.

IV. REPAIRS

1. Right of retention

BOING has a right of retention to, and may exercise a lien on goods

presented for repair if and for as long as the customer does not pay or

does not pay in full the costs of the work performed on the relevant

good and/or the customer does not pay or does not pay in full the costs

of previous work performed by BOING on the same good and/or the

customer does not pay or does not pay in full any other claims arising

from the contractual relationship with BOING, including any damages,

interest and costs.

2. Delivery and collection

2.1. The good to be repaired must be delivered disassembled to the

BOING office at Fabriekweg 15 – 8480 Eernegem.

2.2. If the good to be repaired is not picked up at BOING’s office at

Fabriekweg 15 – 8480 Eernegem within 2 business days from the time

BOING notified the customer in writing that the good is ready, the costs

and risks of storage shall be borne by the customer. In that case, the

customer will be charged a flat storage fee of 150 euros per day.

V. COMPLAINTS OR DISPUTES

1. All complaints or disputes must be sent by registered mail to the

registered office of BOING within 14 business days of delivery.

2. If the complaint is found to be justified, BOING’s liability is limited to

the exchange of the goods if the item is in stock. If the items cannot be

exchanged for the justified complaint, they will be refunded, including

shipping costs. Any liability of BOING is limited to the actual amount

paid for the non-conforming order.

VI. FORCE MAJEURE

1. If, before or during the performance of the agreement, it becomes

clear that (further) performance of the agreement is not possible for

BOING due to force majeure, BOING shall be entitled to suspend the

performance of the agreement or to terminate the agreement, without

being liable to pay any compensation.

2. Force majeure shall be deemed to be any situation giving rise to

circumstances that are beyond the control of BOING, by virtue of which

the normal execution of the agreement is prevented, which include, in

particular, strikes, severe weather conditions, lock-out, fire, machinery

breakdown, accidents, social conflicts, epidemics, pandemics, wars,

damage due to acts of war, fire and water damage, defects to

machinery, operational disruptions, power failures, hindrance or delay

in/of the transport of materials or goods to be delivered, the absence

of any governmental permit, governmental measures as well as the

consequences thereof, failures in a (telecommunication) network or

connection or communication systems used and/or the unavailability

of the website at any time. Also deemed force majeure shall be the

failure of BOING’s suppliers to fulfill their obligations or to do so in a

timely manner and, in general, all other events that are beyond

BOING’s control.

VII. LIABILITY

1. In no event shall BOING be liable for any direct or indirect damage,

loss of business and/or business interruption loss, including delays in

the delivery of goods and/or completion of the work, caused by defects

in the goods delivered and/or work performed by BOING, except in the

event of intent and/or gross negligence on BOING’s part.

2. BOING’s liability shall at all times be limited to the invoice amount.

However, BOING cannot be held liable for the works performed by a

subcontractor. With respect to professional customers, BOING shall

never be liable for any compensation for damages of any kind and due

to any cause whatsoever, in excess of the total amount of the

transaction between BOING and the professional customer.

3. If and insofar as BOING will not be able to invoke any exoneration,

BOING shall only be obliged to compensate damage up to the amount

for which its liability insurance provides coverage.

4. Incurred damages must be communicated to us by registered mail

to BOING’s registered office within a period of 14 business days after

the damage has occurred.

VIII. GDPR

BOING and the customer acknowledge that the Regulation (EU)

2016/679 (“GDPR”) and the Privacy Policy apply to the processing of

personal data relating to an identified or identifiable natural person.

For all questions and inquiries, please contact us at info@boingnv.be.

IX. DISPUTES AND EVIDENCE

1. All agreements and legal relationships to which these general terms

and conditions apply shall be governed by and construed in accordance

with Belgian law and only the courts of the judicial district where

BOING has its registered office shall be competent.

2. Both BOING and the customer accept electronic communication

(e.g., email) as a valid means of proof.