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General Terms and Conditions of Bechtle

Version date: 16 June 2023.

These are the General Terms and Conditions of the Bechtle Group. The Bechtle Group consists of various companies, namely: Bechtle Group BE Public NV, Bechtle direct NV and Bechtle Brussels NV (hereinafter jointly to be referred to as: “Bechtle”). Bechtle supplies a wide range of IT products and services, including but not limited to: software, hardware, management, repairs, maintenance, IT support, cloud and hosting services, consultancy, recycling services and online shop services. 
These General Terms and Conditions are organised in various chapters. Chapter 1 contains the general provisions that apply to all products and services supplied by Bechtle including Software. Chapters 2 to 5 contain specific provisions that only apply to the supply of specific types of products and services.  

 

Standard Terms:

Chapter 1. General provisions.

Chapter 2. Delivery of Products.

Chapter 3.Software Delivery

Chapter 4. Hosting and cloud services.

Chapter 5. Recycling services.

 

Chapter 1. General provisions

The provisions included in this ‘General provisions’ chapter refer to all Products and Services that Bechtle delivers and apply to every Contract between Bechtle and the Customer.

 

Article 1. Definitions

All terms written with a capital letter in these General Terms and Conditions both in singular and plural have the meaning that is given to them in this Article.

1.1.    Account: the personal account of the Customer or End User with which he or she gains access to (parts of) the Products or Services.
1.2.    Customer: the legal entity or natural person who acts in the course of a profession or business with whom Bechtle enters into a Contract.
1.3.    Service(s): the Services that Bechtle delivers to the Customer as described in the Contract.
1.4.    End User: the natural person who uses the Products or Services supplied by Bechtle for the Customer.
1.5.    Hardware: the equipment (including any related cabling and other accessories) that Bechtle delivers to the Customer as described in the Contract.

1.6.    Intellectual Property Rights: all rights related to intellectual property, including in any case, but not limited to, copyrights, database rights, rights to domain names, trade name rights, brand rights, model rights, neighbouring rights, patent rights and rights on know-how.
1.7.    Customer Data: all data saved by the Customer or End Users by means of the Products or Services.
1.8.    Materials: all websites, software, (web) applications, corporate identities, logos, folders, brochures, leaflets, lettering, adverts, marketing and/or communication plans, concepts, images, texts, sketches, documentation, advice, reports and (other) products of the mind as well as preparatory material thereof and the data carriers on which the Materials can be found.
1.9.    Maintenance: performing or having repairs performed, taking precautions and checking – preventively or not – the Products and Services if and insofar as this is further specified in the Contract.
1.10.  Contract: the agreement between Bechtle and the Customer based on which Bechtle must deliver the Products or Services to the Customer and regarding which these General Terms and Conditions including any possibly concluded processing agreement and service level agreement that may be entered into (later) between the Parties are an integral part.
1.11.    Party/Parties: Bechtle and the Customer jointly or individually.
1.12.    Product/Products: all items (physical objects), also referred to as goods, that Bechtle delivers to the Customer including Hardware as described in the Contract. 
1.13.    Software: Software that Bechtle delivers based on the Contract to the Customer.
1.14.    Support: giving verbal (through the telephone) and written recommendations with regard to the use and processing of the Products and Services.
1.15.    Confidential Information: all non-public information that is related to one or both Parties and information regarding which one Party indicates that it is confidential or that must be treated as confidential due to the nature of the information or the conditions under which it is made known.
1.16.    Online Shop(s): the online shop (personally) set up and hosted by Bechtle for the Customer that can be accessed through the internet and/or through a connection with the Customer system where the Customer (or the Customer’s End Users) can buy Products and, if applicable, Software from Bechtle directly.

 

Article 2. Applicability and interpretation
  1. 2.1.    The General Terms and Conditions apply to all offers and quotations of Bechtle, the performance of activities by and in the name of Bechtle and all Contracts.
  2. 2.2.    The applicability of any purchasing or other terms and conditions of the Customer is expressly excluded. Every derogation from the General Terms and Conditions must be expressly confirmed in writing by Bechtle and shall only apply once.
    2.3.    The Contract may consist of various documents. In the event of inconsistencies, the order of precedence below shall apply (with the documents mentioned further up in the list taking precedence over those further down):
    a)    Any other agreements made in writing between the Parties;
    b)    The agreed upon quotation or offer;
    c)    Any service level agreement entered into between the Parties;
    d)    Any processing agreement entered into between the Parties;
    e)    Any service description documents linked to the Service;
    f)    These General Terms and Conditions.
    2.4.    If there are any contradictions between the chapters of these General Terms and Conditions, the special provisions in chapters 2 to 5, respectively, have priority in relation to the general provisions of chapter 1.  
    2.5.    Insofar as the various parts of the Contract do not contain any contradictions, they apply additionally to each other.
     
  3.  
Article 3. Conclusion of the Contract

3.1.    The Contract shall be concluded the moment that Bechtle sends its written confirmation of the activities after receiving acceptance of an offer or quotation from the Customer. If a prior written acceptance of an order has not taken place, the Contract shall be concluded when Bechtle fully or partially complies with a request to deliver from the Customer and/or when Bechtle sends an invoice to the Customer. The offers of Bechtle in catalogues, brochures, price lists, the online shop, etc., cannot be deemed an offer to contract from Bechtle but only apply as an invitation to the Customer to place an order. Bechtle is not obliged to accept this order. Bechtle therefore reserves the right to refuse orders without giving a reason.
3.2.    All quotations and offers from Bechtle are without obligation and applicable for thirty (30) calendar days after the day of signing. If the Customer accepts an offer or quotation after the validity duration has ended and Bechtle expressly confirms this acceptance in writing, a Contract shall also have been concluded.
3.3.    If Bechtle has issued an offer based on information provided by the Customer and this information turns out to be incorrect or insufficient, Bechtle shall have the right to terminate or cancel the Contract and/or to adjust the offer and prices based on this even after a Contract has been concluded and without having to indemnify the Customer.
3.4.    If the Customer does not formally agree with the offer from Bechtle, but nevertheless gives this impression (for example, by having Bechtle already perform certain activities), the offer shall also be deemed to have been accepted by the Customer. 
3.5.    Bechtle is not obliged by a counter-offer from the Customer, not even when this counter-offer is related to subordinate aspects of Bechtle’s offer.
3.6.    The Contract contains a full representation of the rights and obligations of the Parties and shall replace all written or verbal agreements, declarations, statements and/or behaviour of the Parties made prior to this.

 

Article 4. Execution of the Contract

4.1.    After the conclusion of the Contract, Bechtle shall make every effort to execute the Contract within the agreed timetable or within a reasonable term if a timetable has not been agreed. Terms (whether linked to deliveries or otherwise) and determined deadlines announced by Bechtle are indicative and not binding unless the Parties have expressly agreed otherwise. Exceedance of the specified terms (whether linked to deliveries or otherwise) shall not give the Customer the right to cancel the order or to refuse the receipt of or refuse to make the payment for the ordered Products or Services, nor does it oblige Bechtle to make any type of payment to the Customer.
4.2.    Bechtle is entitled to call in third parties with regard to the execution of the Contract. Any costs that may be linked to this shall only be at the expense of the Customer if this has been agreed in advance.
4.3.    The Customer shall give all reasonable cooperation at the request of Bechtle and provide all information and Materials that Bechtle indicates that are required for the execution of the Contract. This cooperation may also be related to gaining access to required accounts, digital environments and physical locations.
4.4.    The Customer must follow all reasonable instructions given by Bechtle within the framework of the execution of the Contract. 

 

Article 5. Additional work

5.1.    If the Customer requests supplementary activities or Services that fall outside the scope of the Contract or asks for additional work, the Parties shall consult each other and Bechtle may make an additional offer regarding this. Bechtle shall only perform the additional work after the Customer has accepted the offer. Bechtle has the right to refuse a request for additional work.
5.2.    For additional work regarding which Bechtle can prove that it is reasonably required for the execution of the Contract or for additional work that reasonably arises from instructions from the Customer, Bechtle shall not need consent. Such activities shall be performed based on subsequent calculation using Bechtle’s hourly rate that applies when the activities are performed. Any other incurred costs may be charged.

 

Article 6. Products or Services of third parties
  1. 6.1.    The Customer must give Bechtle the power to place orders for Products or Services from third parties in the name and at the expense of the Customer if this is required for the execution of the Contract. Unless agreed otherwise, the agreements and contracts that are related to this shall immediately apply between the Customer and the relevant third party. 
    6.2.    Additional or derogating terms and conditions may apply to the use of the Products or Services of third parties. These terms and conditions are available at Bechtle upon request. The Customer agrees in advance with these terms and conditions and is aware that the terms and conditions may be amended in the interim. 
    6.3.    The invoicing for the Products and Services of third parties may either take place through Bechtle or may take place directly to the Customer. If the invoicing takes place through Bechtle, the Customer may not suspend any payment obligation as a result of breach of contract by the relevant third party. 
    6.4.    Bechtle shall never be liable in relation to the Products and Services delivered by third parties.
    1.  
Article 7. Support

7.1.    Bechtle offers Support when the Service is delivered as specified in the Contract, which may possibly be supplemented by a service level agreement.
7.2.    Bechtle may set limitations in relation to the use of the forms of Support offered. In addition, Bechtle shall be free to define and/or change the availability and response times for the Support unless agreed otherwise.
7.3.    Further and additional agreements about the availability of Support (through the telephone or otherwise) and the response times (may they derogate or not) shall be determined in a service level agreement should such have been agreed by the Parties.
7.4.    The repair of damaged or lost Customer data (of the Customer or otherwise; if this is possible and insofar as this is possible) does not fall under Support as referred to in this Article and shall be performed based on subsequent calculation using the hourly rates that apply at that time.

 

Article 8. Maintenance

8.1.    Only if the Parties expressly agree to this, Bechtle shall provide Services related to Maintenance and perform repairs for the Customer. 
8.2.    If Hardware is not available to the Customer (temporarily or otherwise) within the framework of Maintenance or repairs and/or Bechtle is in charge of the Hardware, the Customer shall not be entitled to replacement Hardware unless and insofar as different agreements have been made between the Parties.
8.3.    Bechtle cannot be held responsible or liable for the loss of possible data as a result of Maintenance or repairs. The Customer is responsible for making backups of this data unless the Parties have expressly agreed otherwise in writing.
8.4.    The Customer is always responsible for the timely reporting of observed errors in what Bechtle must manage or maintain for the Customer within the framework of the Contract. Bechtle shall make every effort to resolve as soon as possible any observed or specified error. Any further agreements (regarding performance or otherwise) regarding this can be laid down in a service level agreement to be entered into separately. 
8.5.    The Maintenance costs do not include the costs that Bechtle incurs within the framework of reinstallation, transport of Hardware, replacement of consumables and Hardware parts and activities as a result thereof. Bechtle is entitled to charge the Customer for these costs separately.
8.6.    If it emerges that Bechtle must perform Maintenance or activities as a result of or related to Customer errors regarding use, improper use by the Customer, the Customer not reporting faults on time, external factors and applications and due to third parties, Bechtle may charge the Customer an additional fee.
8.7.    If the Customer decides not to have repairs done after Bechtle has accepted and inspected Equipment, Bechtle shall return the Equipment in a non-repaired state. Bechtle is entitled to charge the Customer for costs such as expenses linked to returns, acceptance and inspections.

 

Article 9. Confidentiality

9.1.    Bechtle and the Customer shall keep Confidential Information of the other Party strictly confidential and only use it for the execution of the Contract.
9.2.    The receiving Party must ensure that Confidential Information is given the same level of protection against unauthorised access or use as its own Confidential Information, but this must at least be of a reasonable protection level .
9.3.    The Parties must also impose the obligations described in this Article on their employees and any third parties called in to whom the Confidential Information is issued.
9.4.    The obligations laid down in this Article do not apply in case of information that: 
a)    Is generally accessible to the public due to other causes than being announced by the receiving Party contrary to the Contract;
b)    Was already in possession of the receiving Party before it was made known by or on behalf of the issuing Party to the receiving Party;
c)    Is made available to the receiving Party in a non-confidential and legal manner by another source than the issuing Party; or
d)    Is developed independently by the receiving Party in a demonstrable way.
9.5.    If a Party receives an order to issue Confidential Information from a competent authority, it may issue this Confidential Information. The issuing Party must, however, be informed about the order (in advance) as soon as possible unless this is not allowed. If the issuing Party indicates that it wishes to take measures against the order (for example, through summary proceedings), the receiving Party must wait with issuing until a decision regarding this has been taken insofar as this is possible legally.

 

Article 10. Prices and payments

10.1.    All prices specified by Bechtle are in euros and exclude turnover tax and other levies that are imposed by government, travelling and accommodation expenses, telecommunication expenses and delivery charges such as for couriers, postage and shipping material.
10.2.    Bechtle has the right to pass onto the Customer every change of the factors that have an impact on the price of Bechtle including purchase prices, exchange rates, import and export duties, insurance rates, freight rate, other levies or taxes and increases of the price index of the FPB (Belgian Federal Planning Bureau).
10.3.    All prices stated in catalogues and on the website are subject to price revisions.
10.4.    Bechtle is entitled to invoice in advance and electronically. All invoices must be paid within thirty (30) days after the invoice date unless agreed otherwise in writing.
10.5.    Bechtle is entitled to increase prices annually in January by at most five (5) percent without the Customer having the option of cancelling the Contract.
10.6.    Prices may be increased by Bechtle in the interim with immediate effect due to changed rates of suppliers of Products or Services that shall be passed onto the Customer proportionally without the Customer having the option of cancelling the Contract.
10.7.    If Bechtle increases prices due to reasons that are not described in this Article, the Customer is entitled to cancel the Contract in writing by and at the latest up to the date on which the price increase comes into effect.
10.8.    The Customer is not entitled to settle any payment obligations that the Customer has with any claim on Bechtle regardless of the reason why this may be so. 
10.9.    Complaints regarding the amount of the invoices sent by Bechtle must be reported in writing within at most 72 hours after invoice date where this term shall apply as the expiry period.
10.10.    If the Customer does not pay an invoice within the payment period, the Customer shall be deemed in default by operation of law without a prior reminder or notice of default being required. Bechtle shall be entitled in such a case to charge the statutory interest for trade transactions in relation to the amount as well as fixed compensation for extrajudicial collection charges, which is set at 10 % of the invoice amount.
10.11.    Bechtle is always entitled to demand sufficient advance payment or security for compliance with the payment obligations of the Customer before delivering its Services and/or Products or continuing with the delivery. This may be in the form of a bank guarantee, guarantee or guarantee deposit where Bechtle is entitled to suspend further deliveries if the Customer does not meet this demand even when fixed delivery dates have been agreed. The details of this shall not affect the right of Bechtle to claim compensation due to the Contract being executed too late or not being executed at all.
10.12.    If Bechtle has good reason to suspect that the Customer shall fail to comply with the Customer’s obligations (payment obligations or otherwise), Bechtle is entitled to take back the Products delivered under retention of title as referred to in Article 20.9 of these General Terms and Conditions. The Customer must, in this case, grant Bechtle free access to its site and/or building to ensure Bechtle can exercise its rights. After the Products have been taken back, the Customer shall be credited for the market value, which shall never be higher than the original purchase price decreased by the costs linked to taking back the Products.

 

Article 11. Consultancy services and reports

11.1.    Bechtle shall make every effort to ensure that all advice, information, data and reports supplied within the framework of the Contract are complete and accurate, but cannot issue guarantees in relation to this and therefore this entails an obligation to use best endeavours. 
11.2.    Issued advice, information, data and reports are only intended for personal use by the Customer unless agreed otherwise.
11.3.    The Customer cannot appeal to an error or shortcoming in the report or advice if changes have occurred on the side of the Customer and they have had an impact on the relevant report or advice after the Contract has been concluded in the interim period. 
11.4.    The Customer cannot appeal to an error or shortcoming in the report or advice after the Contract between the Parties has ended.

 

Article 12. Intellectual Property Rights

12.1.    The Intellectual Property Rights on all Software and Materials and on all Products and Services that Bechtle supplies, develops, issues or makes available within the framework of the Contract belong to Bechtle or Bechtle’s licensors. The Customer must treat these issues as well as the information contained therein and, especially, know-how regarding the performance to be delivered as Confidential Information and not make them available to third parties.
12.2.    The Customer is not entitled to make changes to the Materials and Products issued by Bechtle within the framework of the Contract. 
12.3.    The Customer may not remove or modify any indications of Intellectual Property Rights in/on Materials and Products. Neither is it allowed to remove indications regarding confidentiality from Bechtle’s Materials and Products.
12.4.    The Customer is responsible for Materials and Products that may have been made available to Bechtle and must guarantee that the use thereof by Bechtle shall not breach the rights of third parties. The Customer must indemnify Bechtle for claims from third parties related to or arising from the aforementioned guarantee. 
12.5.    Bechtle is allowed to use the name (whether a trade or brand name or otherwise) and distinguishing features of the Customer for promotional objectives. 

 

Article 13. Defects and liability

13.1.    The duty to inspect in relation to Products and/or Services supplied by Bechtle is vested on the Customer exclusively. 
13.2.    Visible defects in Products or Services must be reported by the Customer to Bechtle when delivery takes place under penalty of acceptance by the Customer.
13.3.    Hidden defects in Products or Services must be reported by the Customer to Bechtle within a period of fourteen (14) calendar days following from the time when it can be reasonably expected that the Customer discovers the hidden defect upon penalty of acceptance by the Customer. 
13.4.    Complaints of any kind in relation to visible or hidden defects in the Products or Services does not give the Customer the right to fail to fulfil the Customer’s payment obligations. The Customer also waives the Customer’s right to compensation.
13.5.    If there is a lack of agreement between Parties regarding the processing of defects in Products and/or Services, the Customer must initiate a liability claim at the competent district court within a period of three (3) months following the notifications as referred to in Articles 13.2 and 13.3 upon penalty of forfeiture of this claim.
13.6.    Regarding the delivery of Services by Bechtle, the following applies except in case of intent or gross negligence on the part of Bechtle or Bechtle’s appointed people:
(i)    Bechtle’s commitments qualify as an obligation to use best endeavours unless expressly agreed otherwise;
(ii)    Bechtle is only liable for the foreseeable loss or damage that is the immediate and direct result of an attributable failure in the implementation of the Service; 
(iii)    Bechtle cannot be held liable for unforeseeable losses or damages or losses or damages that are not the immediate or direct result of an attributable failure in the implementation of the Service including losses or damages due to lost turnover and/or profits, losses or damages due to missed savings, losses or damages as the result of shutting down or reducing production or operational management, losses or damages due to delays, reputational losses or damages, loss due to goodwill or losses or damages due to loss of data.
(iv)    Bechtle cannot be held liable for losses or damages caused by the people Bechtle has appointed;
(v)    Bechtle cannot be held liable for losses or damages that are the result of force majeure or an external cause, including an act or omission by the Customer or the Customer’s appointed people;
(vi)    Bechtle’s liability shall in any case be limited to the amount of the price paid by the Customer for the performance of the Service in addition to again supplying the faulty Service free of charge. 
13.7.    Regarding the delivery of Products by Bechtle, the following shall apply except in case of intent or gross negligence on the part of Bechtle or Bechtle’s appointed people:
(i)    Bechtle is not a manufacturer or specialised sales entity of the Products;

(ii)    The contractual guarantee that Bechtle gives to the Customer in relation to a Product is the same as the guarantee that the manufacturer or specialised sales entity of the Product previously effectively granted Bechtle unless agreed otherwise in writing;
(iii)    Bechtle’s legal duty of indemnification for hidden defects in a Product is limited to one (1) year as from when the Product is delivered in view of the nature of the Products; 
(iv)    Bechtle can only be held liable for the foreseeable losses or damages that are the immediate and direct result of a hidden defect in a Product; 
(v)    Bechtle cannot be held liable for unforeseeable losses or damages or losses or damages that are not the immediate and direct result of a hidden defect in a Product including the losses or damages as referred to in Article 13.7 (iii) 
(vi)    Bechtle cannot be held liable for losses or damages due to a hidden defect in the Product that are the result of force majeure or an external cause, including an act or omission by the Customer or the Customer’s appointed people;
(vii)    Bechtle cannot be held liable for losses or damages due to a hidden defect in a Product caused to the goods or persons of the Customer or caused to third parties for which the Customer shall indemnify Bechtle.
(viii)    Bechtle’s liability shall in any case be limited to the amount of the price paid by the Customer for the Product for losses or damages due to a hidden defect in a Product in addition to again delivering the Product free of charge.
13.8.    The Customer shall indemnify Bechtle for any claims of third parties that arise from a breach of the Contract by the Customer.
 

 

Article 14. Force majeure

14.1.    Bechtle cannot be expected to comply with any obligation from the Contract if compliance is impeded as the result of force majeure. Bechtle also cannot be held liable for any loss or damage that are the result of this.
14.2.    The following is meant by force majeure: all external causes that may be foreseen or unforeseen over which Bechtle has no influence but as a result of which Bechtle cannot comply with its obligations, in addition to that which legislation and jurisprudence refers to regarding force majeure. Force majeure shall, in any case, be deemed to be involved in relation to disruptions to the power supply, internet and telecommunication infrastructure, network attacks (including denial-of-service (DoS) and distributed denial-of-service (DDoS) attacks), malware attacks or other malicious software, domestic unrest, delays by or lack of deliveries from suppliers, force majeure on the side of suppliers, machine breakdown and other business disruptions (whether at Bechtle or its suppliers), transport disruptions and other events that are not within Bechtle’s control such as mobilisation, war, embargoes, riots, terrorist attacks, pandemics, devaluation, strikes, staff shortages, import and export obstacles, stagnation in supplies, fires, floods and storms as well as the sudden increase of import and excise duties and/or taxes, failure to obtain required licences or permits and other government measures.
14.3.    If Bechtle is impeded from fully or partially performing the agreed activities due to force majeure and/or if Bechtle cannot deliver the Products and Services (on time or otherwise), Bechtle has the right to suspend the execution of the Contract or to regard the Contract as fully or partially terminated. This shall be at Bechtle’s discretion and Bechtle shall not need to pay any compensation or give any guarantee. If suspended, Bechtle shall only be obliged to resume Bechtle’s commitments when this can be reasonably expected.
14.4.    Insofar as Bechtle has already complied with part of Bechtle’s obligation based on the Contract or if it can comply with this obligation when force majeure comes into effect and allocates an independent value to the compliance or part to be complied with, respectively, Bechtle is entitled to separately invoice the part already complied or to be complied with, respectively. The Customer must pay this invoice.

 

Article 15. Takeover of personnel

15.1.    The Customer may not employ Bechtle’s employees and/or to have them work for the Customer in any other way, either directly or indirectly, without Bechtle’s written consent while the Contract continues and during one (1) year after the Contract has terminated.
15.2.    Bechtle’s employees are deemed to mean within this context persons who are employed by Bechtle or one of the companies associated with Bechtle or who were employed by Bechtle or one of the companies associated with Bechtle no longer than one (1) year before the termination of the Contract regardless of the reason thereof.
15.3.    Should the Customer disregard this prohibition, the Customer shall owe Bechtle fixed compensation of € 100,000 per breach without impairment to the right of Bechtle to claim compensation if the actual suffered losses or damages are higher than the penalty owed by the Customer. 

 

Article 16. Duration and termination 

16.1.    A Contract within the framework of a well-defined one-off project shall end by operation of law when the project has been completed.
16.2.    The duration of a continuing performance agreement is laid down in the Contract. If a duration is not specified in the Contract, it shall be deemed to have been entered into for an initial period of twelve (12) months.
16.3.    If the Contract is a continuing performance agreement, it shall always be tacitly extended for the same period after the initial duration. 
16.4.    If the Contract has been entered into for a determined period of time, it may be cancelled by either Party in writing at the end of the duration while observing a notice period of one (1) month. 
16.5.    If the Contract has been entered into for a fixed term, neither Party may cancel the Contract in the interim except in case of the situations as described in this Article. 
16.6.    If the Contract has been entered into for an indefinite period of time, it may be cancelled by either Party at any time in writing while observing a notice period of six (6) months. 
16.7.    The Parties may immediately suspend or cancel the Contract in writing without a notice of default being required if:
a)    The other Party breaches one or more of that Party’s commitments under the Contract and does not remedy this breach within a term of ten (10) calendar days following from a notice of default in writing in relation to this;
b)    The other Party files for bankruptcy or if this other Party is declared bankrupt; 
c)    If the activities of the other Party are terminated or the company of the other Party is liquidated; or
d)    A part of the equity of the other Party is seized.
e)    A control change occurs on the part of a Party as referred to in Section 1:14 of the Belgian Companies Code.
16.8.    If the Contract is terminated, the claims Bechtle has on the Customer are due and payable immediately. 
16.9.    If the Contract is cancelled, the Customer shall continue to owe the already invoiced amounts and there are no obligations in relation to revocation. The Customer may only cancel the part of the Contract that has not yet been executed by Bechtle.

 

Article 17. Changes

17.1.    Bechtle has the right to change these General Terms and Conditions or parts thereof in the interim. Any changes shall be notified to the Customer by Bechtle at least one (1) month in advance.
17.2.    If a change announced by Bechtle to the General Terms and Conditions negatively influences the position of the Customer, the Customer may object in writing while providing reasons before the relevant change comes into effect. In case of an objection, Bechtle may reconsider the change and decide to retract it in full or in part.
17.3.    If Bechtle decides to implement the change despite the objection from the Customer, the Customer is entitled to cancel the Contract in writing by the date on which the change comes into effect. This is also the last date on which this is possible.
17.4.    If the Customer does not object in writing within seven (7) calendar days after the announcement by Bechtle against the intended change, the Customer is deemed to agree with the change.

 

Article 18. Choice of law and forum

18.1.    The Contract and these General Terms and Conditions are only governed by Belgian law.
18.2.    Any disputes that arise or are related to the Contract shall be submitted to the Commercial Court of the jurisdiction to which the relevant Bechtle entity belongs.
18.3.    The applicability of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

 

Article 19. Other provisions

19.1.    Neither Party is permitted to transfer the rights and obligations that arise from this Contract to a third party without the written consent of the other Party. 
19.2.    In derogation of the above, Bechtle shall be entitled to transfer Bechtle’s rights and obligations from the Contract to a parent company, a sister company or a subsidiary and/or to a third party that takes over the Products and Services of the relevant Bechtle business activities. Bechtle shall inform the Customer as soon as possible if such a transfer has taken place.  
19.3.    Unless expressly agreed otherwise with Bechtle, all Products or Services ordered by the Customer are only intended for the Customer’s own internal use and not for reselling. If the Customer wishes to incidentally sell a Service or Product to another party, the Customer must request consent from Bechtle in writing.
19.4.    If a provision or a part thereof in the Contract turns out to be null and void, voidable or in some other way invalid, it shall not affect the validity of the remainder of this provision or the entire Contract. The Parties shall, in this case, define a new provision or provisions or parts thereof as a replacement that gives shape to the intention of the original provision or part thereof to the extent that is legally possible.
19.5.    In addition to notices of default, in writing also means in the Contract the communication by non-automated email provided that the identity of the sender and the integrity of the content is sufficiently determined except for the termination or cancellation of the Contract.
19.6.    Bechtle’s administration and log files apply as authentic proof except in case of evidence of the contrary from the Customer.
19.7.    Bechtle respects the privacy of its Customers. Bechtle processes and protects personal data in accordance with the legal requirements that apply in relation to this and in accordance with its privacy notice. 
 

Chapter 2. Delivery of Products

The provisions in this ‘Delivery of Products' chapter relate to the delivery of Products including Hardware (which may occur through an Online Shop or not) and the related Services that Bechtle can provide to the Customer.

 

Article 20. Product purchase

20.1.    The Parties may agree that the Customer buys Products from Bechtle. The terms and conditions as described in this Article shall only apply if the Contract is related to the purchase of Products.
20.2.    After the conclusion of the Contract, Bechtle shall do everything in its power to deliver the Products to the Customer in accordance with the Contract. The risk of loss, theft or damage to the Products is transferred to the Customer the moment that the Products have been placed on the carrier means for transport to the Customer. 
20.3.    Bechtle shall, in principle, deliver the Products to the address of the Customer’s company that is known to Bechtle.
20.4.    If the Parties agree to this, the Products can also be delivered to another address or a specific location in a building of the Customer and/or at the address of an End User. Bechtle may charge additional costs in relation to this. 
20.5.    If the Customer refuses to accept the Products to be delivered by Bechtle, does not pick them up at an agreed pick-up time, issues incorrect information about the delivery address and/or the delivery of Products is not possible due to other reasons attributable to the Customer, Bechtle shall be entitled to store the Products at the risk of the Customer. Costs for the storage of Products (external or otherwise) shall be at the expense of the Customer. If the relevant Products have not been collected by the Customer or have not been delivered to the Customer within three (3) months, Bechtle shall also be entitled to give or sell the Products to third parties. The above is without prejudice to any outstanding payment obligations of the Customer and does not entitle the Customer to a credit for the amounts that have already been paid for the Products.
20.6.    The Customer must inspect the delivered Products and must check the delivery for any visible defects when delivery takes place at the latest. If the Customer determines damage or other defects, the Customer must inform Bechtle immediately and in writing. The Customer must provide sufficient reasons regarding the damage and/or defects when submitting the report and must send sufficient proof to Bechtle to assess the justification of the report.
20.7.    If the Customer does not report damage and/or a defect to Bechtle within the period as referred to in the previous paragraph, it shall be deemed that the Products have been delivered without damage and/or defects.
20.8.    If Bechtle delivers the Products without packaging material at the request of the Customer, this will be at the risk of the Customer and Bechtle can never be deemed liable for transport losses or damages.
20.9.    All Products supplied by Bechtle to the Customer remain the property of Bechtle until the Customer has paid the full amount due and payable for them. The Customer shall not be entitled to resell or pledge and/or encumber in some other way the items that fall under the retention of title. 
20.10.    All Equipment, Software and other Materials to be used in relation to the Services shall continue to be the property of Bechtle even if the Customer makes a payment for the development thereof by Bechtle.
20.11.    The Customer is expressly not authorised to have Maintenance or repairs performed by third parties to Hardware supplied by Bechtle that (still) falls under the retention of title or is the property of Bechtle.
20.12.    The Customer shall inform Bechtle immediately if a third party wants to establish rights or have them applied and/or wants to seize or have seized Products that fall under the retention of title as referred to in the previous paragraph. The Customer grants consent unconditionally and irrevocably to Bechtle (or third parties appointed by Bechtle) to enter, in such a case, all those locations where the property of Bechtle is located and to take back items.
 

 

Article 21. Renting and leasing Products

21.1.    The Parties may agree that the Customer rents or leases the Products from Bechtle. The terms and conditions as described in this Article shall only apply if the Contract is related to the renting or leasing of Products.
21.2.    After the conclusion of the Contract, Bechtle shall make every effort to make available to the Customer the Products in accordance with the Contract. The risk of loss, theft or damage of the Products is transferred to the Customer the moment that the Products have been placed on the carrier means for transport to the Customer.

21.3.    Bechtle shall issue to the Customer for the duration of the Contract or, if a derogating rental or leasing period has been agreed, for the duration of the agreed rental or leasing period the right to use the Products in accordance with the terms and conditions from this chapter and possibly additional terms and conditions that the Parties have agreed to.
21.4.    The Customer shall only use the Products for the objectives for which the Products are intended based on their nature and shall closely follow any instructions that Bechtle and/or the manufacturer has/have issued.
21.5.    The Customer may not transfer, rent to a third party, pledge or encumber in some other way the Products without prior explicit written consent from Bechtle.
21.6.    The Products are deemed to have been delivered undamaged unless the Customer indicates to Bechtle that the Products are damaged in writing and with sufficient reasons at the time of delivery at the latest. 
21.7.    Only Bechtle is entitled to manage the Products and to perform Maintenance or any other form of conservation or adjustment of the Products.
21.8.    If the Customer makes changes to the Products without prior explicit consent from Bechtle, the Customer must reimburse Bechtle for the incurred costs to resolve errors, problems or any other issue.
21.9.    The Customer must keep the Products appropriately insured during the duration of the Contract (at the Customer’s expense) against fire, water damage and theft. The Customer shall submit proof of this to Bechtle at Bechtle’s first request. 
21.10.    Loss or theft of or damage to Products does not detract from the agreed payment obligations of the Customer. Any costs for repairs or replacement of the Products shall be at the expense of the Customer.
21.11.    The Customer must immediately inform Bechtle when there is a loss, theft or damage to the Products. Bechtle shall make every effort to repair or replace or have repaired or replaced the Products at the expense of the Customer within a reasonable period in such a case. Bechtle is also entitled to recover its losses, damages and costs from the Customer as the result of loss, theft or damage.
21.12.    If a third party wants to seize or have seized the Product, wants to establish rights thereon and/or wants to make rights apply to the Products, the Customer must inform Bechtle regarding this immediately and in writing. The Customer gives unconditional consent within this context to Bechtle to enter all places in such a case where the Products are located and to take them back.

 

Article 22. Hardware installation and configuration

22.1.    The Customer is responsible for the installation and configuration of Hardware that Bechtle has supplied after delivery unless the Parties have agreed that Bechtle shall install and/or configure it. The Customer must strictly follow all instructions given by Bechtle and possible instructions or documentation supplied with the Hardware.
22.2.    If agreed, Bechtle shall install and/or configure the Hardware at a location and in a manner as defined in the Contract. Bechtle is entitled to refuse the installation and/or configuration of the Hardware at a specific location if the location is not possible in its professional opinion or the correct operation of the Hardware cannot be guaranteed at the relevant location.
22.3.    Bechtle is entitled to call in third parties for the installation and/or configuration of the Hardware as referred to in the previous paragraph.
22.4.    The Customer shall grant access to Bechtle or the third party or third parties called in by Bechtle to the indicated location and grant any required cooperation for the installation and/or configuration of the Hardware. 
22.5.    The Customer shall remain responsible for the correct power supplies and network connections. If the specified facilities and other reasonable facilities are not available, Bechtle may not possibly be able to carry out a correct and full installation and/or configuration.
22.6.    If the parties have made agreements about results, deadlines or terms and Bechtle is (also) dependent on the Customer’s cooperation with or meeting of specific agreed conditions to guarantee correct compliance with this, Bechtle shall never be held liable for not achieving these results, deadlines or terms if this is (also) the result of the Customer not cooperating or not complying with the agreed conditions.

 

Article 23. Product guarantees

23.1.    The Customer accepts that the Products only contain the functionality and other properties that the Customer finds in relation to them when they are delivered. Only the guarantee given by the manufacturer applies to the Products delivered by Bechtle unless additional guarantees are explicitly given in the Contract. Information about the factory guarantee is available from Bechtle upon request.
23.2.    If the Parties agree to specific guarantees, they shall not apply to damage or defects (1) that are the result of improper use, (2) that are not related to the faultiness of the used materials and/or the fabrication, (3) that occurred as the result of incorrectly storing or keeping of the Products or (4) that are the result of climate or other influences.
23.3.    Claims from the Customer based on this Article do not affect the payment obligations of the Customer towards Bechtle. The Customer waives the Customer’s right to compensation.

 

Article 24. Returns

24.1.    Purchased Products can only be returned after prior written consent from Bechtle is granted. Bechtle's return consent for items to be returned shall never imply acceptance of liability.
24.2.    If the Customer returns Products – that do not show defects – to Bechtle, the Customer must pay a fee to Bechtle entailing 10 % of the invoice amount where a minimum of EUR 60 shall apply. In case of faulty delivery of Products by Bechtle, compensation shall not be due and payable. A return request must take place within three (3) calendar days after delivery with the exception of smartphones that must be requested within 48 hours. After the Return Merchandise Authorisation (RMA) number has been allocated, the Products must be in the possession of Bechtle within five (5) calendar days. This number must be specified when returning items. Returns without an RMA number, order confirmation or invoice number, without postage, cash on delivery, opened, damaged and/or incomplete shall be refused by Bechtle. Special orders, individual configurations, Software, projection equipment, furniture and safes, memory modules and the indicated items in our Online Shop are excluded and shall not be accepted as returns.
24.3.    Rented or leased Products shall be picked up by Bechtle as quickly as possible if the Contract is ending or is being terminated. 
24.4.    The Customer must return Products in an undamaged condition to Bechtle except in relation to normal wear and tear of the Products. If Bechtle observes that the Customer has made changes to the Products without written consent from Bechtle and/or the Products are damaged, any costs linked to replacement or repair shall be at the expense of the Customer. 
24.5.    Any costs linked to returns shall be at the expense of the Customer. 

 

 

Chapter 3. Software delivery

The provisions in this ‘Software delivery’ chapter are related to the delivery of Software and linked Services by Bechtle to the Customer.

 

Article 25. Licence

25.1.    If specific Software is delivered to the Customer by Bechtle based on the Contract, the Customer shall only receive the non-exclusive, non-transferable and non-sublicensable licences that arise from the Contract or that have been allocated otherwise by Bechtle in writing.  
25.2.    If Bechtle sells or delivers a Software licence to the Customer, the Customer must enter into this licence agreement directly with the licensor unless agreed otherwise in writing. Bechtle shall never be a party of such a licence agreement. The Customer must indemnify Bechtle for all losses or damages that may arise from the non-compliance of such a licence agreement by the Customer.
25.3.    Unless agreed otherwise, the Software licence shall only apply for the duration of the Contract and the licence only refers to the use of the Software by one person on one device.
25.4.    Costs for any updates and upgrades of the Software are not included in the Contract unless the provision of these is expressly part of the agreed Services.
25.5.    The Customer is not entitled to implement changes to the Software issued by Bechtle within the framework of the Contract.
25.6.    The Customer is not entitled to a copy of the source code of the Software and is expressly not permitted to obtain it by means of reverse engineering, decompilation or comparable technologies except in case of and insofar as it has been determined otherwise by mandatory law. 
25.7.    Bechtle (or its supplier) may take measures (technical or otherwise) to protect issued Software. If Bechtle (or its supplier) has taken such security measures, the Customer is not permitted to bypass or remove this security.  

 

Article 26. Implementation and installation

26.1.    If the Parties have agreed that the Software must be implemented or installed by Bechtle, Bechtle shall take charge of this in accordance with what is referred to in the Contract. 
26.2.    The Customer must grant all required cooperation and follow the reasonable requests of Bechtle during the implementation or installation of the Software. Bechtle shall deliver the Software after implementation and/or installation to the Customer.
26.3.    If the parties have made agreements about results, deadlines or terms and Bechtle is (also) dependent on the Customer’s cooperation with or meeting of specific agreed conditions to guarantee correct compliance with this, Bechtle shall never be held liable for not achieving these results, deadlines or terms if this is (also) the result of the Customer not cooperating or not complying with the agreed conditions.

 

Article 27. Software guarantees

27.1.    The Customer accepts that the Software only has the functionality and other properties that the Customer finds when delivery takes place (i.e., “as is”); therefore with all visible and invisible errors and defects.
27.2.    The Customer must check the calculations and processing of Customer Data made by the Software. Bechtle does not guarantee that all calculations and/or processing shall always be error-free.
27.3.    Claims from the Customer based on a guarantee on the Software do not affect the payment obligations of the Customer towards Bechtle. The Customer waives the Customer’s right to compensation.

 

 

Chapter 4. Hosting and cloud services

The provisions in this ‘Hosting and cloud services’ chapter refer to the Services in relation to hosting and cloud services, which can also entail the hosting of Online Shops, that Bechtle can perform for the Customer.

 

Article 28. Access to the Service

28.1.    To facilitate access by the Customer to the Services, an Account may be required. If the Contract requires this, Bechtle can create an Account for or on behalf of the Customer (and, if required, End Users) and make available login data (username and password). 
28.2.    All Customer login data (and of its End Users) is strictly personal and may not be shared with other people. This login data must be treated as Confidential Information.
28.3.    Bechtle may assume that everything that happens from the Accounts for which it has issued login data to the Customer occurs under the management and supervision of the Customer.
28.4.    If login data for an Account has been lost or leaked, the Customer must immediately take all measures that are reasonably required and desired to prevent the Account being abused. The Customer must also immediately report this to Bechtle so that additional measures may possibly be taken to prevent abuse of the Account and/or the Services.
28.5.    If the Service is linked to the Customer's system by means of an API (Application Programming Interface) connection, Bechtle shall make available an API key to the Customer. The Customer is responsible for the implementation of the API connection unless the Parties agree otherwise. The Customer must, furthermore, only use the API key for the use of the API by the Customer. Without written consent from Bechtle, third parties may not use the API key. Bechtle may make available a new API key to the Customer after Services have been changed or after Maintenance.

 

Article 29. Rules of use

29.1.    The Customer guarantees that the Services shall not be used by the Customer or the Customer's End Users for activities that are contrary to any applicable legislation or regulations. In addition, it is expressly prohibited (regardless of whether this is legal or not) to offer, upload or distribute Materials through the Services that:
a)    Contain malicious content (such as malware or other harmful software);
b)    Breach the rights of third parties (such as Intellectual Property Rights) and/or can be irrefutably earmarked as libellous, defamatory, offensive or as hate speech;
c)    Lead to a breach of the privacy of third parties, including in any case, but not exclusively, the unfounded distribution of the personal data of third parties; 
d)    Contain hyperlinks, torrents or referrals with Materials (including finding locations) that breach the copyrights or other Intellectual Property Rights; or
e)    Contain child pornography, bestiality pornography or animations thereof or that are obviously focused on this to help others find such material.
29.2.    The Customer must refrain from inconveniencing other Bechtle customers or causing them to suffer losses or damages in relation to the systems and networks of Bechtle or others. It is prohibited to start processes or applications when the Customer knows or should reasonably know that they inconvenience Bechtle or others or lead to losses or damages being suffered.
29.3.    If, in the opinion of Bechtle, inconvenience, losses, damages or other risks occur in relation to the operation of the systems or networks of Bechtle or third parties, Bechtle is entitled to take all measures that it deems reasonably required to deflect this risk and/or to prevent it without a prior notice of default being required and with immediate effect.
29.4.    Bechtle may pass on to the Customer the costs that are reasonably required and linked to the measures referred to in the previous paragraph if the risk is caused by or is specifically directed to the systems of the Customer.

 

Article 30. Notice and take down

30.1.    If Bechtle observes or a third party points out that the Customer is storing or distributing unlawful Materials while using the Services or is otherwise acting unlawfully or contrary to the Contract while using the Services, Bechtle may block access to the relevant Materials and/or Services or delete/remove the relevant Materials without a notice of default being required and with immediate effect without having to make a backup in relation to this. Bechtle shall make every effort not to touch any other Materials and shall inform the Customer as soon as possible about the taken measures.
30.2.    Bechtle is entitled to issue the name, address and other identifying data of the Customer and/or End Users to a third party who complains that the Customer and/or the relevant End User breaches his/her rights, provided that the requirements that arise from legislation and jurisprudence in relation to this are met. 
30.3.    Bechtle aims to act as carefully and appropriately as possible after complaints about the Customer and/or End Users, but cannot be held liable for losses or damages that arise from the measures taken in accordance with this Article.

 

Article 31. Use limits

31.1.    Bechtle may set limits in relation to the capacity (such as the quantity of data traffic, data storage, flow, calculation power, etc.) that the Customer may or can actually use via the Service. If the Parties have not made agreements regarding this, a limit shall apply based on fair use.
31.2.    Fair use is involved when the Customer uses two times as much capacity at most as other Bechtle customers in a comparable situation.
31.3.    If Bechtle determines that the Customer breaches the fair use policy or the agreed use limits described in this Article, Bechtle is entitled to charge reasonable costs and/or to limit access to the Service after having issued a prior warning to the Customer.
31.4.    Bechtle shall not accept any liability if the Services do not work correctly if Bechtle determines that the Customer is not complying with the fair use policy or the agreed user limits.

 

Article 32. Availability and backups
  1. 32.1.    Bechtle shall make every effort to achieve the uninterrupted availability of the Services, but shall only offer guarantees in relation to this if this has been agreed in a supplementary service level agreement.
    32.2.    Bechtle shall only make regular backups of the Customer Data saved on the systems of Bechtle by the Customer and make them available to the Customer upon request for a fee when this is agreed in the Contract or service level agreement.
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Article 33. Maintenance
  1. 33.1.    Bechtle or its subcontractor shall perform Maintenance on the Services.
    33.2.    Maintenance performance may mean that the relevant Services shall not be available temporarily or can only be used to a limited extent. If Bechtle foresees that specific Maintenance shall result in full or partial non-availability, Bechtle shall make every effort to perform the work at times when the use of the Services is limited. 
  2. 33.3.    Bechtle shall make every effort to report planned Maintenance to the Customer in advance if possible. 
    33.4.    Bechtle has no obligation to deliver Maintenance or Support with regard to old versions of the Software for which an update has already been rolled out.
    33.5.    If the Customer reports a fault or defect to Bechtle, it shall only be processed if the defect can be proved and reproduced.
    33.6.    Bechtle may adjust the functionality of the Service from time to time. Feedback and suggestions from the Customer are welcome in relation to this, but Bechtle shall be entitled not to implement the adjustments if it has reasonable grounds for this. Bechtle shall endeavour to report that updates shall be implemented at least two (2) working days in advance, but is not obliged to do so. The Customer is not entitled to an announced update that has not been implemented due to circumstances.
     
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Article 34. Customer Data

34.1.    All rights in relation to Customer Data including any Intellectual Property Rights are vested on the Customer. Bechtle obtains the licence to use Customer Data insofar as this is required for the execution of the Contract.
34.2.    After the Contract has ended, Bechtle can issue a copy of the Customer Data at the request of the Customer using a common file format for this, provided that the Customer has complied with the Customer’s payment obligations. The Customer must submit a request for this to Bechtle before the date when the Contract ends. If such a request is not forthcoming or when Bechtle has issued the requested copy, Bechtle shall be entitled to remove all Customer Data (including any backups thereof). Bechtle is entitled to pass all reasonable costs linked to the issue to the Customer.

 

 

Chapter 5. Recycling services

The provisions in this ‘Recycling services' chapter apply if Bechtle performs Services in the area of reselling, recycling and disposal of Hardware and destruction of data for the Customer.

 

Article 35. Buying, recycling and destruction

35.1.    Bechtle shall inventory and inspect the Hardware after the conclusion of the Contract. Based on the inspection, Bechtle shall categorise the Hardware in relation to suitability for i.) buying and reselling, ii.) recycling/destruction and iii.) reuse.
35.2.    If, in the opinion of Bechtle, the Hardware is eligible for buying and reselling by Bechtle, Bechtle may make an offer to the Customer for a one-off payment for taking over the Hardware from the Customer and/or coordinate a percentage of the sales price with the Customer to which the Customer is entitled when Bechtle sells the Hardware. 

 

Article 36. Disposal of Hardware

36.1.    Bechtle shall pick up the Hardware of the Customer that is to be disposed of or may ask the Customer to deliver the Hardware at the Customer's risk and expense to an address indicated by Bechtle. As from the moment of physical transfer of the Customer's Hardware to Bechtle, the Hardware becomes the property of Bechtle. 
36.2.    The Customer is not permitted to place or have placed Products outside the company of the Customer when these Products, in view of their nature, are unsuitable for use in the outdoors or outside the company of the Customer.
36.3.    The Customer must guarantee that the Hardware does not contain hazardous waste substances such as chemical waste, toxins, aggressive substances, explosive or radioactive substances or other substances that may be dangerous to people or the environment.
36.4.    If Bechtle should decide (on location or otherwise) that the Hardware and/or specific substances or materials are unsuitable for disposal by Bechtle and/or are being offered by the Customer for disposal contrary to what is stated in the previous paragraph, Bechtle shall always be entitled to refuse the relevant Hardware, substances or materials. 
36.5.    Bechtle shall only dispose of packaging material from the Customer if the Parties have expressly agreed to this.

 

Article 37. Data on the Hardware

37.1.    Insofar as not agreed otherwise between the Parties, the Customer shall be responsible for making required backups and copies of the data stored on the Hardware. Bechtle cannot be held liable for the removal or deletion of data saved on the disposed of Hardware.
37.2.    Unless the Parties agree otherwise, Bechtle shall not be liable for the loss of the data stored on the disposed of Hardware and the Customer is responsible for the removal or deletion of the data stored on the Hardware before it is made available to Bechtle.