GENERAL TERMS AND CONDITIONS
2SERVE BV
ICT · Domotics · Imotics · Automation · Exclusive Distribution Comfortclick BeNeLux & Northern France
Registered office: Catersdreef 7, B-2970 Schilde, Belgium | Tel. +32 3 385.01.99 | Fax +32 3 385.01.98 | VAT: BE 0476.672.252 | Companies Register Antwerp | www.2serve.be
Article 1 – Definitions
In these General Terms and Conditions, the following definitions apply, whether used in the singular or in the plural:
"General Terms and Conditions": the present general terms and conditions of sale and services of 2SERVE BV, as amended from time to time.
"Order": the written or electronic instruction from the Customer for the purchase of Products and/or Services, as described in the Quotation.
"Services": all installation, configuration, advisory, support, maintenance services and other professional performances offered by 2SERVE BV, as further specified in the Quotation.
"External Supplier": any third party – producer, manufacturer or supplier – from whom 2SERVE BV sources Products which it resells, including but not limited to Comfortclick d.o.o. (Slovenia) for exclusive distribution in the BeNeLux and Northern France.
"Intellectual Property Rights": patents, copyrights, trademarks, designs, database rights, know-how and all other intellectual property rights, whether registered or unregistered, now existing or hereafter coming into existence.
"Customer": any legal entity or natural person acting in the course of their professional or business activity and entering into an Agreement with 2SERVE BV.
"Quotation": the offer drawn up by 2SERVE BV and addressed to the Customer, listing the Products, Services and corresponding prices.
"Agreement": the contractual relationship established between the Customer and 2SERVE BV upon acceptance of a Quotation or placing of an Order, of which these General Terms and Conditions form an integral part.
"Force Majeure": any unforeseeable circumstance beyond a Party's control which prevents the performance of the Agreement, in whole or in part, whether temporarily or not. This includes inter alia: fire, flood, earthquake, epidemic, pandemic, war, terrorist attack, cyber-attack, governmental measures, export restrictions, strike, malfunctions at External Suppliers, interruption of utilities or internet outages.
"Parties": 2SERVE BV and the Customer collectively; "Party" each separately.
"Products": hardware, software, licences and other goods of an External Supplier which 2SERVE BV offers to the Customer as a reseller, to which the conditions of the relevant External Supplier apply.
"External Supplier Conditions": the general (licence) conditions applicable to Products of an External Supplier, which the Customer expressly accepts and which form an integral part of the Agreement.
Article 2 – Scope
2.1 These General Terms and Conditions apply to all offers, quotations, orders, deliveries and Agreements regarding the sale of Products and/or the provision of Services by 2SERVE BV, both for domestic and international transactions.
2.2 By placing an Order, signing or confirming a Quotation, or by (commencing) the performance of an Agreement, the Customer acknowledges having taken note of and accepting these General Terms and Conditions.
2.3 The Customer's own purchase or sales conditions do not apply, even if they provide otherwise, unless 2SERVE BV has expressly accepted them in writing. In that case, all other provisions of these General Terms and Conditions remain fully in force.
2.4 Deviations granted for a specific transaction confer on the Customer no rights for future transactions.
2.5 The fact that the Customer has not received these General Terms and Conditions in their native language does not exempt them from their application.
Article 3 – Quotations and Formation of the Agreement
3.1 Every Quotation by 2SERVE BV is non-binding. Unless expressly stated otherwise, a Quotation is valid for thirty (30) calendar days from the date of issue and automatically lapses on expiry of that period.
3.2 2SERVE BV is entitled to correct manifest typing errors, calculation errors or material mistakes in a Quotation, without the Customer being able to derive any rights therefrom.
3.3 The Agreement is concluded at the moment the Customer accepts the Quotation in writing or places a written Order, or at the moment 2SERVE BV commences performance.
3.4 The Customer warrants the accuracy and completeness of the information it provides. 2SERVE BV is not liable for damages arising from inaccurate or incomplete information supplied by the Customer.
3.5 Descriptions, illustrations and technical specifications in catalogues, websites and marketing materials are provided for information purposes only and are non-binding on 2SERVE BV unless expressly included in the Quotation.
Article 4 – Term and Termination
4.1 The Agreement is concluded for the term specified in the Quotation. In the absence of an express term, it is deemed to be concluded for an indefinite period.
4.2 If the Agreement is concluded for an indefinite period, either Party may terminate it with three (3) months' written notice.
4.3 Either Party may terminate the Agreement with immediate effect, without judicial intervention and without compensation, in case of a material breach by the other Party that has not been remedied within thirty (30) calendar days following written notice of default, or if the other Party becomes the subject of bankruptcy, dissolution, suspension of payments or similar insolvency proceedings.
4.4 In case of early termination of a fixed-term Agreement by the Customer, the Customer owes a compensation equal to the balance of the agreed price for the remaining contract period, without prejudice to 2SERVE BV's right to compensation for proven higher damages.
4.5 In case of cancellation of an Order before commencement of performance, the Customer owes a flat-rate compensation of 25% of the total value of the Services, as well as the full purchase price of the Products already ordered or purchased, without prejudice to the right to compensation for proven higher damages.
4.6 Upon termination of the Agreement, for whatever reason, all outstanding invoices become immediately due and payable.
Article 5 – Prices
5.1 The prices of the Products and Services are set out in the Quotation and apply at the moment of formation of the Agreement, subject to the adjustment possibilities mentioned hereafter.
5.2 All prices are exclusive of VAT and exclusive of any other taxes, levies, import duties and charges that may apply, unless expressly stated otherwise. Any additional costs (transport, packaging, installation) are listed separately in the Quotation.
5.3 2SERVE BV reserves the right to adjust the prices of Products if an External Supplier modifies its prices after the date of the Quotation but before delivery. The Customer is informed thereof in writing in due time.
5.4 Prices for recurring Services may be adjusted annually as of 1 January based on the evolution of wage and operational costs, in accordance with the following indexation formula as a reference:
New price = Base price × (0.20 + 0.80 × (New index / Initial index))
where the index refers to the national average reference wage cost Agoria Digital published by Agoria. 2SERVE BV informs the Customer thereof in writing.
5.5 If the Customer does not take receipt of an Order in due time, 2SERVE BV reserves the right to revise the applicable prices to the rates in force on the effective day of delivery.
Article 6 – Invoicing and Payment
6.1 Invoices issued by 2SERVE BV are payable within thirty (30) calendar days of the invoice date, unless otherwise agreed in writing, by transfer to the bank account stated on the invoice.
6.2 The invoice is deemed definitively accepted if the Customer does not contest it in writing and with reasons within fourteen (14) calendar days from the invoice date. A dispute does not suspend the payment obligation for the undisputed portion of the invoice.
6.3 Upon failure to pay on the due date, all outstanding amounts are increased by operation of law and without prior notice of default with default interest in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions (for Belgian and European B2B transactions) or the statutory rate in force in the applicable jurisdiction, calculated per commenced month.
6.4 Furthermore, in case of late payment, a flat-rate compensation of 12% of the outstanding amount is due by operation of law and without prior notice of default, with a minimum of EUR 125.00 and a maximum of EUR 2,500.00, by way of coverage for extrajudicial collection costs, without prejudice to 2SERVE BV's right to compensation for proven higher damages.
6.5 All payments received are applied successively to default interest and damages, then to the principal of the oldest outstanding invoice.
6.6 In case of late payment, all non-due claims of the Customer against 2SERVE BV become immediately due and 2SERVE BV is entitled to suspend further deliveries and services until full settlement, without the Customer being able to claim damages for such suspension.
6.7 2SERVE BV may request one or more advance payments before commencement or during execution of Services. These are deducted from the final settlement.
6.8 Acceptance of cheques, bills of exchange or other payment instruments does not result in novation and does not constitute a deviation from these General Terms and Conditions.
Article 7 – Delivery
7.1 All delivery times mentioned in the Quotation are indicative and communicated for information purposes only. They are non-binding, unless expressly agreed in writing as an essential delivery clause.
7.2 Exceeding a delivery time does not entitle the Customer to terminate the Agreement, refuse receipt of Products, claim damages or suspend payment, except in case of gross negligence or wilful misconduct of 2SERVE BV.
7.3 2SERVE BV is entitled to make partial deliveries, which may be invoiced separately.
7.4 Unless otherwise specified in the Quotation, Products are delivered to the delivery address indicated by the Customer or collected at 2SERVE BV's warehouses, by prior appointment.
7.5 All costs of express shipments or special transport methods requested by the Customer are at the Customer's expense.
Article 8 – Transfer of Risk and Retention of Title
8.1 The risk of loss, theft or damage of delivered Products passes to the Customer at the moment of delivery, regardless of who provides the transport. All transport is at the Customer's risk and expense. 2SERVE BV recommends that the Customer take out appropriate transport insurance.
8.2 2SERVE BV retains ownership of all delivered Products until full payment of the principal, interests, flat-rate compensations and costs. Until transfer of ownership has taken place, the Customer shall keep the Products separately and identifiable as 2SERVE BV's property, and shall not resell or pledge them.
8.3 The Customer grants 2SERVE BV the right, at any time and without prior notice of default, to recover the delivered Products at any location where they are found, in case of failure by the Customer to comply with its payment obligations. The Customer authorises 2SERVE BV to enter the premises occupied by the Customer for the purposes of exercising this right, and bears all related costs.
8.4 External Suppliers' delivery conditions apply mutatis mutandis to the Customer, insofar as they do not conflict with these conditions.
Article 9 – Conformity and Complaints
9.1 The Customer must inspect delivered Products immediately upon receipt. Visible defects or non-conformities with the Order must be noted on the delivery note at that moment and notified to 2SERVE BV in writing by registered letter within three (3) working days following delivery, stating the order number and a precise description of the defect.
9.2 Hidden defects must be notified in writing by registered letter no later than five (5) working days after the Customer has identified them or could reasonably have identified them, and within the applicable warranty period.
9.3 Failing timely and proper notification, the Products and Services are deemed definitively accepted and any related claim is forfeited.
9.4 Complaints do not suspend the Customer's payment obligation.
9.5 Products may under no circumstances be returned without prior written consent of 2SERVE BV. Returns must be made within eight (8) days of written authorisation, in their original unopened packaging and at the Customer's expense. 2SERVE BV reserves the right to charge return fees of at least 15% of the invoiced value of the Products concerned.
Article 10 – Warranties
10.1 New Products are covered by the factory warranty of the relevant External Supplier, unless expressly notified otherwise at the time of sale. The warranty period and conditions are those determined by the External Supplier. 2SERVE BV acts in this respect as an intermediary and does not provide any independent warranty in addition to that of the External Supplier.
10.2 The warranty includes, at the choice of 2SERVE BV or the External Supplier, ex-warehouse replacement or repair of the defective part or Product, excluding labour costs, transport and travel costs, unless expressly agreed otherwise.
10.3 The warranty is not applicable in the following cases:
(a) late notification, negligence, improper use, incorrect connection or manipulations by the Customer or a third party not authorised by 2SERVE BV;
(b) use of the Product not in accordance with the specifications, manuals or instructions of the External Supplier or 2SERVE BV;
(c) modification, adaptation, repair or intervention by the Customer or an unauthorised third party, without prior written consent of 2SERVE BV;
(d) damage due to relocation, transport, accident, force majeure, fire, water or external causes;
(e) normal wear and tear or aging;
(f) modification of the serial number or other identification marks of the Product;
(g) software installed or modified by the Customer itself.
10.4 All contractual obligations of 2SERVE BV in respect of Services are obligations of means, unless an obligation of result has been expressly agreed in writing.
10.5 Products and Services supplied by External Suppliers are exclusively subject to the warranty and liability regime applicable between the External Supplier and 2SERVE BV. The Customer cannot derive more rights therefrom than those expressly provided therein.
10.6 The Customer takes all necessary measures to protect its data, software, hardware and systems (back-ups, security). 2SERVE BV is not liable for loss of data.
Article 11 – Performance of Services
11.1 2SERVE BV performs the agreed Services with due care and in accordance with generally recognised professional standards in the sector. The relationship between the Parties is that of independent contractors; nothing in this Agreement creates an employment relationship, partnership or joint venture.
11.2 2SERVE BV is entitled, for the performance of Services, to call upon employees, subcontractors or other auxiliaries, of its own choice and under its own responsibility.
11.3 2SERVE BV reserves the right, during performance, to make technical improvements or legally required adaptations to Products or Services, to the extent that this does not entail any material change in scope.
11.4 The Customer undertakes to provide in due time all information, documents, access and cooperation necessary for the proper performance of the Services. The Customer provides suitable workspace, connections and, if necessary, lifting or hoisting equipment. If the Customer fails to comply with these obligations, the performance period may be extended and the price adjusted.
11.5 The Customer holds all required licences for software used or installed by 2SERVE BV in connection with the Services, including third-party software. The Customer fully indemnifies 2SERVE BV against third-party claims in this respect.
11.6 The Customer ensures that its hardware, network and environment meet the minimum requirements communicated by 2SERVE BV. 2SERVE BV is not liable for defects or delays resulting from non-compliance with this requirement.
Article 12 – Products of External Suppliers
12.1 2SERVE BV acts as a reseller of Products of External Suppliers, including the exclusive distribution of Comfortclick products for the BeNeLux and Northern France. The conditions of the relevant External Supplier apply to these Products.
12.2 The Customer acknowledges having taken note of and accepting the External Supplier's Conditions. The Customer cannot derive more rights from these conditions than those expressly provided therein.
12.3 2SERVE BV is not liable for decisions, technical changes, price adjustments or discontinuations by an External Supplier. If a Product is no longer (or not) available, the Parties shall consult on an equivalent alternative.
12.4 The Customer fully indemnifies 2SERVE BV against all damages, losses, liabilities or costs incurred by 2SERVE BV as a result of any breach by the Customer of an External Supplier's Conditions.
Article 13 – Liability
13.1 2SERVE BV's total liability towards the Customer, on whatever ground, is limited per loss event to the amount actually paid by the Customer to 2SERVE BV for the Order concerned in the twelve (12) months preceding the damage-causing event.
13.2 Under no circumstances shall 2SERVE BV be liable for indirect damages, consequential losses, loss of profits, loss of revenue, loss of data, loss of goodwill, loss of contracts or loss of anticipated savings, even if 2SERVE BV had been informed of the possibility of such damages.
13.3 2SERVE BV is not liable for damages caused by: (a) unauthorised or improper use of Products or software; (b) use in combination with third-party products, software or systems; (c) acts or omissions of the Customer or third parties; (d) Force Majeure.
13.4 The Customer waives the right to bring any action based on extracontractual liability against 2SERVE BV's employees, managers, directors or subcontractors for damages resulting from the non-performance of a contractual obligation under the Agreement. Any action shall exclusively be brought against 2SERVE BV as a legal entity.
13.5 2SERVE BV cannot be held liable for failure to comply with its obligations resulting from Force Majeure, as further specified in Article 17.
Article 14 – Non-solicitation
14.1 The Customer undertakes, during the term of the Agreement and for a period of twelve (12) months after its termination, not to actively approach, recruit or employ, directly or indirectly, employees, subcontractors or consultants of 2SERVE BV, unless 2SERVE BV has given prior written consent.
14.2 In case of breach of this article, the Customer is liable by operation of law for a flat-rate compensation of EUR 15,000.00 per person concerned, without prejudice to 2SERVE BV's right to compensation for proven higher damages.
14.3 The Customer imposes this obligation on all third parties with which it cooperates or contracts in connection with the Agreement.
Article 15 – Confidentiality
15.1 Both Parties undertake to treat strictly confidential all confidential information received from the other Party in connection with the Agreement, to use it solely for the performance of the Agreement and not to disclose it to third parties without prior written consent of the disclosing Party. Confidential information includes in any event: technical documentation, pricing structures, customer data, know-how and corporate strategies.
15.2 This confidentiality obligation remains in force for a period of five (5) years after termination of the Agreement.
15.3 The confidentiality obligation does not apply to information that: (a) is lawfully in the public domain; (b) was already known to the receiving Party prior to disclosure; (c) was independently developed by the receiving Party; (d) was lawfully obtained from an unrelated third party; or (e) must be disclosed pursuant to a judicial or statutory order.
15.4 2SERVE BV is entitled to mention the existence of the Agreement and the Customer's name as a reference for commercial and advertising purposes, unless the Customer expressly objects in writing.
Article 16 – Intellectual Property
16.1 All Intellectual Property Rights in respect of Products, software, documentation, tools, methods and Services developed or used by 2SERVE BV vest in 2SERVE BV or its licensors. The Customer obtains only the right of use expressly granted in the Agreement.
16.2 Following full payment of all invoices, 2SERVE BV grants the Customer a limited, non-exclusive, non-transferable and revocable right of use over the results of the Services performed for the Customer, unless expressly otherwise agreed in writing.
16.3 The Customer may not remove or modify any Intellectual Property Rights, copyright notices, trademarks or other proprietary notices. Reverse engineering, decompilation or other attempts to access source code or underlying structure are prohibited.
16.4 The licence terms of External Suppliers in respect of their Products and software apply integrally. The Customer acknowledges accepting them.
Article 17 – Force Majeure
17.1 Neither Party is liable for failure or delay in performance of its obligations to the extent that this results from Force Majeure, provided that the Party invoking Force Majeure notifies the other Party in writing within a reasonable time.
17.2 The performance period is extended by operation of law by the duration of the Force Majeure event. Failure to perform as a result of Force Majeure does not entitle the other Party to termination, damages or price reduction.
17.3 If the Force Majeure situation lasts longer than sixty (60) consecutive working days, either Party may terminate the Agreement by registered letter, without compensation. In that case, 2SERVE BV is entitled to payment for all Products and Services already delivered and all costs already incurred.
Article 18 – Data Protection
18.1 Both Parties undertake to comply with applicable data protection legislation, in particular Regulation (EU) 2016/679 (GDPR).
18.2 The Customer is responsible for providing the necessary information to and obtaining the consents of data subjects in connection with the processing of personal data in the context of the Agreement.
18.3 If 2SERVE BV processes personal data on behalf of the Customer in the context of the Agreement, the Parties shall enter into a separate data processing agreement in accordance with Article 28 GDPR. 2SERVE BV refers to its privacy policy available at www.2serve.be.
Article 19 – General Provisions
19.1 Severability. If any provision of these General Terms and Conditions is declared null, invalid or unenforceable, this does not affect the validity of the other provisions. The provision concerned shall be replaced by a valid provision approximating as closely as possible the original intent of the Parties.
19.2 No waiver. The fact that 2SERVE BV does not insist on strict application of a provision does not constitute a waiver and does not prevent 2SERVE BV from later claiming compliance.
19.3 Assignment. The Customer may not assign its rights or obligations under the Agreement without prior written consent of 2SERVE BV. 2SERVE BV may assign its rights and obligations to an affiliated company or in case of restructuring, without the Customer's consent.
19.4 Notices. Formal notices, notices of default and terminations are given in writing by registered letter to the registered office of the Party concerned, or by e-mail with confirmation of receipt.
19.5 Electronic signature. An Agreement or Quotation signed by means of recognised electronic signature technology (in accordance with the eIDAS Regulation EU 910/2014) has the same legal value as a handwritten signature.
19.6 Entire agreement. The Agreement, including these General Terms and Conditions and any annexes thereto, constitutes the complete expression of the rights and obligations of the Parties in relation to its subject matter and supersedes all prior oral or written arrangements relating thereto.
19.7 Modification. 2SERVE BV may modify these General Terms and Conditions at any time. Modifications are notified to the Customer and enter into force fourteen (14) calendar days after notification, unless the Customer objects in writing within that period.
Article 20 – Applicable Law and Competent Court
20.1 These General Terms and Conditions and all Agreements of which they form part are governed by and construed in accordance with Belgian law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-laws rules of private international law.
20.2 In case of a dispute, the Parties shall first attempt to resolve it amicably. Failing amicable settlement within thirty (30) calendar days from the dispute arising, the courts of the judicial district of Antwerp have exclusive jurisdiction, both for domestic and international transactions.
20.3 Without prejudice to the foregoing, 2SERVE BV reserves the right to bring an action before the competent court in the jurisdiction where the Customer is established.
2SERVE BV – Catersdreef 7 – B-2970 Schilde – Belgium
Tel. +32 3 385.01.99 | Fax +32 3 385.01.98 | VAT BE 0476.672.252 | Companies Register Antwerp | www.2serve.be
KBC IBAN BE21 7330 0670 0003 – BIC KREDBEBB
Versie 2026 – 2SERVE BV