General terms and conditions

Article 1: Scope of application

• These general terms and conditions apply to the provision of services by VdH Logistics BV, with registered office at 9100 Sint-Niklaas, Anthonis De Jonghestraat 29 and company number BE 0842.882.785 (hereinafter also referred to as “FARSIDE FULFILLMENT” or “we/us/our”).
  • You can contact FARSIDE FULFILLMENT using the details below:

• The “Client” (hereinafter also “you/your/your/client-company”) refers to a natural person or legal entity that has entered into an agreement with FARSIDE FULFILLMENT for the provision of the services, and that acts as a business with a sustainable economic purpose.
  • The “Parties” refers to both the Customer and FARSIDE FULFILLMENT collectively.
  • The “Services” or the “Service” refers to the services offered by FARSIDE FULFILLMENT, including but not limited to logistics services. These general terms and conditions can always be consulted via www.farside.be (hereinafter referred to as the “Website”).The general terms and conditions are always made available to the Customer before concluding the agreement.
  • The provisions of these general terms and conditions apply from the moment the Customer signs the quote and remain in effect for the entire contractual relationship between FARSIDE FULFILLMENT and the Customer, unless otherwise agreed in writing by both parties. These general terms and conditions may only be deviated from by written agreement, with the agreed deviation replacing only the provisions of these general terms and conditions to which it pertains. These general terms and conditions remain fully applicable in all other respects.

Article 2: Description of the service provided

• The “Service(s)” include a wide range of logistics services and support for transport solutions, including both own transport activities and transport performed by third parties.

Article 3: Offer and advice

• Catalogs, advertising brochures, price lists, and the like are for indicative purposes only. They become binding when explicitly referred to in the quote.
  • FARSIDE FULFILLMENT can only prepare a quote after the Client has provided a complete and accurate description of the Services to be performed. This includes all relevant information and specifications necessary to accurately estimate the costs and resources required.
  • The price offer is only valid for the expressly stated term of the offer. If the validity period was not expressly included in the offer, a period of ninety (90) calendar days from the date of the offer applies. After this period, the terms and prices in the offer will no longer apply, and the Customer will not be able to enforce these terms.

For future orders or if the quotation is accepted after the validity period, these terms and conditions of the quotation will no longer apply and the Customer cannot claim these terms and conditions.

• If FARSIDE FULFILLMENT includes the costs in accordance with Article 4.2 in the quotation, it is expressly stated that this is a non-binding estimate of these costs. This estimate is subject to change due to the volatile nature of the costs in question and/or FARSIDE FULFILLMENT’s dependence on third-party pricing. Both parties acknowledge and accept that the final costs may differ from the estimate stated in the quotation and that FARSIDE FULFILLMENT undertakes to communicate any significant changes in these costs to the other party in a timely and transparent manner.
  • FARSIDE FULFILLMENT is not responsible for material errors and/or typographical errors in quotes and reserves the right to adjust the quote in such cases. The Customer reserves the right to reject the adjusted quote from FARSIDE FULFILLMENT.
  • If the Customer requests FARSIDE FULFILLMENT to make substantive changes, this will be considered a rejection of the original offer. In that case, FARSIDE FULFILLMENT will prepare a new offer, taking the requested changes into account.
  • Regarding the advice provided by FARSIDE FULFILLMENT, FARSIDE FULFILLMENT is obligated to provide best efforts, not results. FARSIDE FULFILLMENT does not guarantee that the advice will lead to specific results.

Article 4: Prices

• The price is determined on the quotation and is exclusive of VAT, unless otherwise stated.
  • The price stated on the quotation does not in any way cover the following services (not an exhaustive list) which will result in the payment of an additional charge, unless expressly stated on the quotation:
• Transportation costs: all costs directly or indirectly related to the transportation of goods, including postal or courier costs;
• Additional insurance on top of the standard CMR insurance, in accordance with Article 15;
• Packaging materials, including labels to be affixed to the shipments;
• Processing of the goods according to the Customer’s instructions;
• Costs related to customs formalities;
• Return costs: all costs directly and indirectly related to the return of goods;
• Additional administrative work, including activities in the FARSIDE FULFILLMENT warehouse and office, as well as all customer-specific IT and ICT programming activities that were not provided for in advance, including administrative support as specified in Article 7.22.;
• Etc.

FARSIDE FULFILLMENT reserves the right to invoice these costs directly to the Customer.

• The pricing agreements for each individual service are set out in Article 7.
  • The price applies as stated in the quotation, unless FARSIDE FULFILLMENT is forced to adjust it in the event of a price increase of, among other things, elements of the logistics chain or the production chain, including wage costs and social security contributions, and/or in the event of an increase in the raw materials necessary to perform the Services.
  • The price revision can never lead to lower prices than those stated in the quotation.
  • If this provision is declared excessively broad or void, the price revision will, notwithstanding this fact, be enforceable to the maximum extent permitted by law. If this provision is deemed completely invalid, the price revision will be replaced by a provision that most closely approximates the economic effect and intention of the invalidated provision.

Article 5: Payment and invoicing

• In the case of open-ended contracts and unless otherwise agreed, FARSIDE FULFILLMENT will prepare a detailed overview of the Services provided during the month following the Services provided. This will be sent to the Client along with the invoice, so that the Client has a clear overview of the Services performed and the associated costs.
• In the case of fixed-term agreements or agreements with a specific subject matter, invoicing will take place at the end of the project, unless the parties have previously agreed in writing that interim invoicing will take place.
  • The payment term for all FARSIDE FULFILLMENT invoices is thirty (30) calendar days after the invoice date, unless otherwise agreed in writing in the quote, invoice, or special terms and conditions. Payments must be made on time to avoid delays and any additional costs. Complaints relating to invoices issued by FARSIDE FULFILLMENT must be communicated by the Customer to FARSIDE FULFILLMENT within eight (8) days of their dispatch by registered letter or by any other means of proof permitted by law. In the absence of a complaint within this period, the Customer shall be deemed to have accepted the invoice. It is requested to always mention the date and number of the invoice. In case of non-compliance with the terms of payment in relation to one invoice by the Customer, all outstanding invoices of the Customer shall become immediately due and payable. Collection and protest costs shall always be borne by the Customer. Furthermore, FARSIDE FULFILLMENT has the right, without any notice of default or judicial intervention, to suspend the further execution of the Services or to consider the agreement as dissolved, without prejudice to a claim on the part of FARSIDE FULFILLMENT for compensation for its losses. In case of liquidation, bankruptcy or suspension of payment of the Customer, the claims of FARSIDE FULFILLMENT and the obligations of the Customer shall be immediately due and payable. Payments made by the Customer shall always be allocated first to all interest and costs due, thereafter to the longest outstanding payable invoices. Even if the Customer reports that the payment relates to another invoice. 
  • With regard to the defaulting Customer, default interest will be charged, by operation of law and without notice of default, from the expiry of the due date, equal to a minimum of 10% of the invoice amount (including VAT), or the applicable statutory interest rate for late payment in commercial transactions, whichever is higher. In addition, and without prejudice to the fixed compensation for collection costs in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions, a fixed compensation equal to 10% of the invoice amount (including VAT), with a minimum of EUR 250.00, will be charged, without prejudice to the right of FARSIDE FULFILLMENT to claim higher compensation if it can prove such damage.

Article 6: Customer’s Obligations

• The Customer shall provide the necessary information (on paper or via e-mail) on the specifications of the Services to be performed within a period of three (3) working days before the scheduled performance of the Services and depending on the desired completion date of the Services.  FARSIDE FULFILLMENT shall in no way be liable for failure to perform the Services (on time), in the absence of timely written delivery of instructions.
  • The Customer is obligated to provide all required and correct information completely, accurately, and on time, necessary for customs compliance, and must also take all measures to ensure compliance. Failure to provide correct information may result in delays, additional costs, fines, or other consequences, for which FARSIDE FULFILLMENT cannot be held liable in any way.
  • The Customer is obligated to notify FARSIDE FULFILLMENT in writing no later than twenty-four (24) hours before delivery of the goods. This notification must be sent to the email address inbound@farside.be and must contain the following information:
    • Specifications of article code(s) and quantities;
    • Number of pallets/packages that will be delivered;
    • Contents of the shipment;
    • Expected or planned day and time of arrival of the delivery.
    • In the event of failure to comply with this notification obligation, FARSIDE FULFILLMENT reserves the right to refuse delivery or charge additional costs.

Article 7: Service-specific conditions

a. General

• FARSIDE FULFILLMENT will always perform the agreed Services to the best of its ability, understanding, and in accordance with good workmanship. The specifications of the work to be performed will be taken into account. FARSIDE FULFILLMENT will use all possible means to fulfill its obligations, but these obligations cannot be considered result-oriented.
  • The Client is obligated to provide FARSIDE FULFILLMENT with all necessary instructions and information required for the performance of the Services in a timely manner. This includes, but is not limited to, communicating relevant data and guidelines within a reasonable period of time, and in any event no later than seven (7) calendar days, enabling FARSIDE FULFILLMENT to adjust its planning and work organization accordingly.

Changes to the performance specifications must be reported at least three (3) calendar days prior to the scheduled performance of the Services.

• FARSIDE FULFILLMENT’s offices and warehouses are open Monday to Friday from 8:30 AM to 12:00 PM and from 12:30 PM to 5:00 PM. The Customer agrees to collect or deliver the goods within these hours, unless otherwise agreed in writing.
  • In order to guarantee the proper execution of the agreed Services, FARSIDE FULFILLMENT has the right to have certain work carried out by a subcontractor.
  • In the event that the performance of the Services is delayed due to a lack of preparations, permits and/or exemptions (which must be provided by the Customer), FARSIDE FULFILLMENT cannot be held liable for this. If, due to the Customer’s negligence, the performance of the Services is unnecessarily delayed, an additional compensation of ten (10) % of the invoice amount, with a minimum of EUR 100.00, will be charged for the delay.
  • The Services are strictly limited to what has been agreed in writing between FARSIDE FULFILLMENT and the Client. Notwithstanding this, FARSIDE FULFILLMENT and the Client may agree to perform and invoice for additional work. The additional work will be invoiced at the applicable hourly rate, as stated in the quotation.
  • If the Services are performed outside standard working hours (8:00 am – 6:00 pm), on weekends or public holidays, the hourly rate will be adjusted as follows:
• On working days, but before 8:00 a.m. or after 6:00 p.m., or on Saturdays: multiplication by 150%;
• On Sundays and public holidays: multiplied by 200%.
  • The Customer guarantees that the delivered goods do not violate public order or morality. In the event of a violation of this provision, the Customer will be liable for all costs or damages incurred by FARSIDE FULFILLMENT.

b. Inbound Handling

• Inbound Handling means all actions and processes related to the receipt of goods, including, but not limited to: unloading goods, visual inspection for damage or deviations, administrative processing of receipt data, registration in the Warehouse Management System (WMS), quality control (if agreed), and moving the goods to the assigned storage location within FARSIDE FULFILLMENT’s warehouse or distribution center.
• The quality control is considered an additional service and will only be carried out and charged separately if the parties have expressly agreed to this in the quotation.

Unless expressly agreed otherwise in writing, Inbound Handling does not include customs formalities, sampling, detailed content checking or repackaging.

• Goods received by FARSIDE FULFILLMENT are accepted subject to a quantity check and (if desired) a quality check. The quantity, quality, and codes upon delivery of goods for processing by the Customer or third parties are noted and processed. Signing the receipt does not imply acceptance of the quantity or condition of the goods upon receipt.
  • Upon receipt of the goods, FARSIDE FULFILLMENT performs a quantity check based on the quantities stated on the packaging. However, this does not mean that all goods are individually counted, which obligates the Customer to carefully check the accuracy of the shipped goods.

FARSIDE FULFILLMENT is not liable for any discrepancies between the quantities actually contained in the packaging and the quantities stated on the packaging.

• The storage and processing of goods is carried out through the Warehouse Management System (“WMS”) managed by FARSIDE FULFILLMENT. The Customer acknowledges that this system is the determining factor for the registration and monitoring of all warehouse activities.

The data in the WMS shall constitute binding evidence of the stock position and actions performed, unless the Customer provides sufficient written proof to the contrary.

The Client is responsible for providing all required information correctly and on time and for complying with the procedures prescribed by FARSIDE FULFILLMENT within the WMS. Any consequences of incomplete or incorrect data entry are the Client’s sole responsibility.

FARSIDE FULFILLMENT may modify or replace the WMS at any time, provided that essential functionality is retained.

• If the Customer so wishes and has reported this in a timely manner when requesting the quotation, FARSIDE FULFILLMENT can carry out a quality check within two (2) calendar days after receiving the goods.

This inspection is carried out at the Customer’s instruction and involves assessing the goods to verify that they meet the necessary parameters, including but not limited to color, length, strength, and weight, with the aim of determining whether the manufacturer has delivered the goods in accordance with the agreed-upon requirements. The inspection is charged per hour, according to the hourly rate stated in the quote. Any damage to the goods will be reported to the Customer by FARSIDE FULFILLMENT within ten (10) business days, along with photos of the damage. If damage is found, FARSIDE FULFILLMENT will charge an additional hourly rate, which will be clarified on the invoice for this Service.

c. Outbound Handling

• ‘ Outbound Handling’ means all actions and processes related to the collection and preparation of goods for shipment at the request of the Customer, including, but not limited to: order picking, consolidation of shipments, the packaging process, the application of labelling, administrative processing in the WMS and the offering of the goods to the carrier or in another agreed manner for shipment.
• The cost of packaging materials, including labels for shipments, is indicated separately on the invoice and is not included in the price of this Service. These costs will be charged as additional costs in accordance with Article 4.2.
• Unless expressly agreed otherwise in writing, Outbound Handling does not include transportation, customs clearance, assembly or additional quality or conformity checks of the goods.
  • If a shipment cannot be shipped as a parcel, but rather via pallet shipment (due to excessive size or disproportionately high cost), an additional charge will be applied for the extra handling. This includes placing the goods on pallets, wrapping the pallets, and collecting the pallet shipment. This additional charge will be clearly stated in the quote. The Customer acknowledges and accepts these additional costs as necessary and reasonable measures to ensure safe and efficient delivery.

d. Packaging material

• The costs for packaging materials are indicated separately on the invoice to the Customer and are not included in the price. Any changes in packaging material costs will be communicated to the Customer in a timely manner and charged via a separate reference on the invoice.

e. Return processing

• Returns processing includes the receipt and registration of returned shipments in a B2C context (if our Client’s customer is a consumer), for which a fee per returned item is charged, as specified in the quote. This fee covers the costs of receiving and registering the return. The price does not include services related to detailed communication, folding, repairing, repacking the goods, or other additional actions required after the return.
  • Returned shipments in a B2B context (if our Client’s customer is a business) are processed based on an hourly rate, as specified in the quote. This fee includes the time required to process the returns, but excludes any additional handling required after the return.

f. Inventory management

• Inventory management, also known as logistics administration, encompasses all administrative logistics tasks inherent to the Customer’s activities and can be performed by FARSIDE FULFILLMENT’s warehouse staff. These activities are charged at a fixed hourly rate, as specified in the quote. This includes, but is not limited to:
• Additional administrative tasks for incoming goods processing: Resolving issues with deliveries, such as damaged materials, incorrectly loaded trucks that hinder immediate unloading, incorrect barcodes, and unclear shipping notes. This also includes additional reporting, such as taking photos and providing detailed descriptions of the incoming goods.
• Administrative tasks related to storage: This concerns tasks such as cycle count (interim stock taking), inventory and specific incoming or quality controls of the goods;
• Manual order creation: This includes the administrative actions required to manually create and process orders;
• Assembly;
• Processing of delivered boxes containing more than 1 product type or SKU (mixed contents).

• Goods are stored entirely at the Customer’s risk. FARSIDE FULFILLMENT is not liable for any quality changes or damage resulting from prolonged storage.

g. Maintenance

• The Maintenance fee is an integral part of agreements entered into for an indefinite period, unless otherwise agreed in writing. This fee is invoiced to the Client monthly for, among other things, IT maintenance and order tracking. In addition, a one-time setup fee may be charged, as specified in the quote.

h. Administrative support

• All other administrative tasks that cannot be performed by a FARSIDE FULFILLMENT warehouse employee will be charged at an hourly rate, as specified in the quote. This includes, but is not limited to:
  • Logistics reporting;
  • Purchase goods/offer;
  • Daily management/advice of webshop and ordering platform (excluding IT development and excluding marketing);
  • Tracking and communication for “Ex-Works” or international shipments;
  • Customer follow-up & services (after-sales service and complaint resolution);
  • Creating new articles in the WMS;
  • Manually creating orders based on supplied order lists;
    • Organizing transport: planning and coordinating transport activities;
  • Etc.

i. IT development

• Additional IT developments for logistics reporting/activities specific to the Client will be charged at an hourly rate, as determined in the quotation.

j. Waste processing

• Waste generated during order picking and shipping is processed separately to enable optimal recycling and keep costs low. The costs for this processing are invoiced to the customer, based on the volume and type of waste.

k. Transport

• For parcel shipments, FARSIDE FULFILLMENT uses the services of external postal and courier services (Bpost, DPD, UPS, etc.). Rates are subject to change at any time based on the rates charged by these postal and courier services. Customers can request these rates from FARSIDE FULFILLMENT at any time.
  • Return costs for undeliverable packages are not included in the standard rates. An overview of these costs is always available upon request, as are the rates for other destination countries.
  • An additional surcharge will be charged per order for each individual pick-up of parcel shipments, the specific amount of which will be specified in the quote.
  • If a shipment cannot be shipped as a parcel but must be transported as a pallet shipment (for example, due to the size of the shipment or the disproportionate costs of a parcel shipment), an additional charge per pallet will be applied for extra handling. This handling includes placing goods on a pallet, wrapping the pallet, and arranging for collection. The applicable rates per pallet are stated in the quote and are subject to change at any time based on the rates charged by the carriers used by FARSIDE FULFILLMENT.
  • If direct or urgent transport is required, FARSIDE FULFILLMENT has the necessary partners. Rates are determined based on the quantity and number of addresses that can be served simultaneously. A customized price is determined based on the address list provided and the type of order and will always be specified in the quote.

l. Promotional material

• In the case of a Service relating to Promotional Fulfillment (such as direct mailing, distribution of POS material), the Customer must provide five (5) % extra material compared to the anticipated quantity, as a certain percentage of waste is unavoidable. If the Customer so wishes, he may request, within a period of fourteen (14) calendar days after performance of the Service, to return the surplus material at his own expense. In the absence of a timely request for return, FARSIDE FULFILLMENT shall have the right to destroy the surplus material, after written notice to the Customer regarding the intention to destroy and in the absence of a written objection from the Customer within seven (7) calendar days following the written notice. The costs associated with this destruction will be charged to the Customer.

Article 8: Delivery conditions

• The Client is obligated to ensure that all goods processed in connection with the performance of the Services are delivered to FARSIDE FULFILLMENT on time and in accordance with the specific delivery terms and conditions, as set out in the manual provided to the Client after signing the agreement. The manual containing the delivery terms and conditions is deemed to form an integral part of the agreement between FARSIDE FULFILLMENT and the Client.
  • FARSIDE FULFILLMENT’s opening hours are as follows:
• Monday to Friday: 8:30 AM to 12:00 PM and 12:30 PM to 5:00 PM. FARSIDE FULFILLMENT is closed on weekends and public holidays.
• Delivery or collection of goods must take place within the stated opening hours, unless expressly agreed otherwise with FARSIDE FULFILLMENT.
  • The delivery instructions for the goods contain binding specifications regarding the form in which the shipment must be made. If the Customer fails to strictly comply with these specifications, FARSIDE FULFILLMENT reserves the right to refuse the goods and/or charge additional costs to cover any delays, additional processing, or other consequences of non-compliance.
  • The Customer is responsible for adequately packaging the goods, in accordance with the instructions stated in the manual relating to the delivery of the goods.
  • The Customer is obligated to comply with all safety regulations as described in the manual regarding the delivery of the goods. Furthermore, the Customer must adequately inform its drivers and other involved parties about these safety measures. From the moment the Customer, its employees, or representatives enter the premises or property of FARSIDE FULFILLMENT, they are obligated to comply with the safety regulations.

Article 9: Transfer of risk and retention of title

• If the Customer’s goods are stored at FARSIDE FULFILLMENT, FARSIDE FULFILLMENT has the right to retain them until the Customer has paid the invoice and any additional costs in full. All delivered and sold goods and materials remain the property of FARSIDE FULFILLMENT until the total price has been paid in full, plus any default interest.
  • The risk of loss, theft and damage to the goods during transport remains at all times with the Customer, unless expressly agreed otherwise in a written agreement between the Parties.

Article 10: Cancellation Policy

• If the Customer cancels the Services before they have commenced, the Customer will be liable for a cancellation fee as specified below:
• 15% of the price as stated on the quotation, if the cancellation takes place after signing the quotation, but at least one (1) month before delivery of the goods;
• 30% of the price as stated on the quotation, if the cancellation takes place less than seven (7) calendar days before the delivery of the goods;
• 50% of the price as stated on the quotation, if the cancellation takes place less than forty-eight (48) hours before delivery of the goods;
• 100% of the price as stated in the quotation, if the cancellation takes place less than twenty-four (24) hours before the delivery of the goods. 
  • The cancellation fee must be paid within fourteen (14) calendar days of cancellation.
  • The cancellation fee covers significant disruption to planning and additional costs incurred by FARSIDE FULFILLMENT as a result of the cancellation.

Article 11: Termination of the agreement

a. Termination

If the agreement is concluded for a fixed term of one (1) year, starting from the commencement date as stated in the agreement. During this period, interim termination by the Customer is not permitted, unless otherwise agreed in writing. After expiry of this term, the agreement will be tacitly converted into an agreement of indefinite duration, unless either Party indicates otherwise in writing no later than three (3) months before the expiry of the initial term.

After conversion into an open-ended agreement, the agreement can be terminated in writing by either Party with three (3) months’ notice, unless a different notice period has been agreed in writing. Termination must be made by registered letter or by email with confirmation of receipt.

If the Customer cancels the agreement during the first year of the fixed term, the Customer will owe a cancellation fee equal to the full amount that would normally be due if the Services had been fully performed. Cancellation must be made by registered letter or email with confirmation of receipt.

After the initial fixed term of one (1) year, as stated in the agreement, and the tacit conversion into an agreement of indefinite duration, if the Customer fails to respect the agreed notice period of three (3) months, the Customer shall owe a termination fee to the other party. This termination fee shall be equal to the amount that would normally be due for the Services during the uncomplied notice period. This fee is immediately due and must be paid within fourteen (14) calendar days of receipt of the invoice specifying this fee.

• Any unlawful or irregular unilateral termination of the agreement by the Customer, whether through dissolution or termination without compliance with the contractual terms, will automatically and without prior notice give rise to a termination fee. This termination fee is equal to the fees that would have been due under the preceding provisions regarding termination.
• If FARSIDE FULFILLMENT has suffered additional damages due to this unlawful termination, it may recover these damages from the Customer.

b. Extrajudicial dissolution

• Without prejudice to the right to demand the dissolution of the cooperation in court, FARSIDE FULFILLMENT has the right to immediately and unilaterally terminate any agreement with the Customer without notice of default as a result of a serious and material shortcoming on the part of the Customer and this without being liable to pay any damages or termination compensation to the Customer.

A serious and material shortcoming of the Customer includes, but is not limited to:

• The repeated failure to provide data, information and intelligence in a timely manner, which seriously hampers cooperation
• Failure to pay FARSIDE FULFILLMENT invoices on time;
• Failure to comply with these general terms and conditions;
• A general lack of cooperation from the Customer;
• Non-compliance with insurance agreements;
• Failure to comply with written warnings or cautions;
• Committing acts that are harmful to the reputation or operational capacity of FARSIDE FULFILLMENT;
• Committing criminal offenses that damage trust between the Parties to such an extent that further cooperation becomes impossible.

In the event of extrajudicial termination of this agreement, the Customer shall owe FARSIDE FULFILLMENT a lump sum compensation of 30% of the total value of the outgoing invoices (including VAT) in the six (6) months preceding the date of termination. If the collaboration has lasted for less than six (6) months, the compensation shall be calculated on the basis of the average of the outgoing invoices over the existing period, multiplied by six (6). This lump sum compensation shall be deemed to be reasonable and proportionate and shall constitute a previously agreed compensation for the damage suffered by FARSIDE FULFILLMENT as a result of the termination. The parties acknowledge that this compensation shall not affect FARSIDE FULFILLMENT’s right to claim additional compensation if the actual damage exceeds the lump sum compensation.

• Notification of dissolution to the Customer will be made by the usual means of communication with the Customer.
  • The Parties shall have the right to unilaterally terminate the Agreement in the event that one Party establishes a serious breach and notifies the other Party of the breach in writing within seven calendar days and the defaulting Party remains unable to employ the necessary means to fulfil its obligations or remedy its breach within seven calendar days of receipt of this notice of default.
  • The agreement may be unilaterally terminated in the event of failure, manifest insolvency, cessation of payment or liquidation on the part of the Customer. 
  • Unless otherwise agreed, the storage agreement may be terminated by FARSIDE FULFILLMENT at any time by sending a registered letter or e-mail to the Customer, subject to a notice period of three (3) months.

c. Consequences of termination of agreement

• Upon termination of the agreement, the Customer shall be obliged to collect his stored goods at his own expense. In addition, all outstanding invoices at that time must be paid in full by the Customer.
  • Upon termination of the agreement, the parties shall promptly return or destroy all property, Confidential Information and other materials in their possession belonging to the other party, unless otherwise agreed in writing. 
  • During the notice period of the Agreement, both Parties remain obliged to fully comply with the provisions of the Agreement and to perform the Agreement as before, without any restriction or modification, unless otherwise agreed in writing.

Article 12: Defects

• The Customer must report any visible shortcoming or defect in the Services delivered to FARSIDE FULFILLMENT in writing within two (2) days of receipt of the Service. If the Customer fails to submit a written complaint in a timely manner, any right to repair or compensation for the damage suffered shall lapse and the Customer shall be deemed to have accepted and approved the Services.
  • If FARSIDE FULFILLMENT responds to a late complaint, it does so without prejudice and without prejudice. No complaint, even if justified, allows the Customer to postpone payment or change payment terms.
  • If FARSIDE FULFILLMENT investigates the complaint and determines a non-conformity, the Customer will be entitled to reasonable compensation. This compensation will be limited to the amount invoiced for the Service and will not include any other direct or indirect damages.
  • With regard to hidden defects, Article 1641 et seq. of the (old) Civil Code applies.

Article 13: Liability

• FARSIDE FULFILLMENT can only be held liable if it has proven gross negligence, fraud, intent, and/or failed to perform its essential obligations under the agreement (except in cases of force majeure), but not in cases of minor negligence. The same applies if FARSIDE FULFILLMENT uses subcontractors or other assistants.

Unless otherwise agreed in writing, the Customer bears the risk for loss, damage or incorrect delivery of the goods, unless demonstrably caused by gross negligence, fraud or intent on the part of FARSIDE FULFILLMENT.

The Client indemnifies FARSIDE FULFILLMENT against claims from third parties arising from the use of the WMS by or on behalf of the Client, as set out in Article 7.12

FARSIDE FULFILLMENT is not liable for any damage and/or problems arising from the use of the Customer’s ordering platform, in accordance with Article 7.22.

• Except as stated above and without prejudice to other mandatory legal provisions, FARSIDE FULFILLMENT’s liability is limited to:
• If there is a fixed-term agreement:
• Compensation for damages to the Customer that are the direct and sole consequence of the contractual shortcomings and/or defects found in the Services;
• Maximum an amount of the total price of the Services stated in the agreement between the Parties.

If there is a contract of indefinite duration:

• Maximum 30% of the sum of the invoice amounts of the last three (3) invoices preceding the month in which the event giving rise to the damage occurred, excluding the following costs: transport and return costs (as described in Article 4.2), costs for packaging materials, costs for customs formalities and costs for customer-specific IT and ICT programming work that was not foreseen in advance.
• If less than three (3) invoices are available prior to the month in which the damaging event occurred, the damage will be limited as follows:
• One advance invoice available: The compensation amounts to a maximum of 30% of that invoice amount, excluding the following costs: transport and return costs (as described in article 4.2), costs for packaging materials, costs for customs formalities and costs for customer-specific IT and ICT programming work that was not foreseen in advance, and then multiplied by three;
• Two prior invoices available: The compensation will amount to a maximum of 30% of the average of those two invoice amounts, excluding the following costs: transport and return costs (as described in Article 4.2), costs for packaging materials, costs for customs formalities and costs for customer-specific IT and ICT programming work that was not foreseen in advance, and then multiplied by three.

FARSIDE FULFILLMENT’s non-contractual liability claim is expressly excluded for damages caused by the breach of this contractual obligation, unless this breach relates to an injury to physical or mental integrity, intentional misconduct, or a violation of the regulations on unfair terms. The same applies to its subcontractors, assistants, employees, directors, representatives, or other appointees.

• FARSIDE FULFILLMENT shall in no event be liable for delays, loss, theft and/or damage caused by or as a result of the negligence of postal and/or courier services, railway companies or other transport companies, except in the event of gross negligence, fraud and/or intent on the part of FARSIDE FULFILLMENT.

Article 14: Force Majeure

• FARSIDE FULFILLMENT shall be released from its obligations in the event of force majeure, without the Customer acquiring any right to compensation, and this for as long as the cause and/or consequences of the force majeure exist.

Force majeure is considered a sudden, unpredictable event, beyond the control of the Parties, which makes the performance of (part of) the agreement impossible.

Force majeure on the part of FARSIDE FULFILLMENT is expressly deemed to include, but is not limited to: fire, technical disruptions, material defects in FARSIDE FULFILLMENT’s equipment, theft, delivery delays due to an error on the part of suppliers, destruction of goods, machinery breakdown, strikes or lockouts, war, epidemics, floods or water damage, weather conditions, transport difficulties, accidents and disruptions to production facilities, industrial disasters, natural disasters, internet disruptions and other situations that seriously hinder or make impossible the activities of FARSIDE FULFILLMENT and that cannot be attributed to it.

• If the agreement has already been partially fulfilled by FARSIDE FULFILLMENT or the agreement can only be partially executed, FARSIDE FULFILLMENT is entitled to invoice these Services separately.

For the portion of the agreement already paid that cannot be further performed due to force majeure on the part of FARSIDE FULFILLMENT, the Customer is entitled to a pro rata refund.

• In the event of force majeure, the works and materials already delivered remain the property of FARSIDE FULFILLMENT, but the Client is responsible for their monitoring and maintenance. FARSIDE FULFILLMENT will make every effort to assist the Client in protecting these works and materials.

Article 15: Insurance

a. Fire insurance

• FARSIDE FULFILLMENT holds fire insurance for the goods stored in its warehouses. To insure the goods, the Customer must estimate the value of the goods and submit it to FARSIDE FULFILLMENT in writing. The Customer guarantees that the stated value is complete, correct, and up-to-date. FARSIDE FULFILLMENT will pass the value of the goods on to the insurer so that the policy can be adjusted if necessary.

The notification of the value of the goods must be given at least seven (7) working days before FARSIDE FULFILLMENT will receive the goods in question.

If the insurance premium increases in line with the value of the goods, that increase will be fully passed on to the Customer.

• The Customer guarantees that no flammable materials will be stored in FARSIDE FULFILLMENT’s warehouses. Flammable materials are defined as substances, goods, or materials that pose an increased risk of fire, including but not limited to flammable liquids, gases, explosives, and other hazardous substances as defined in applicable laws and regulations.
• If such materials are nevertheless stored without the prior written consent of FARSIDE FULFILLMENT, FARSIDE FULFILLMENT reserves the right to remove these materials at the Customer’s expense and/or take additional measures to ensure the safety of the warehouse. All costs, losses, or damages resulting from the storage of such materials without permission will be borne entirely by the Customer. The Customer indemnifies FARSIDE FULFILLMENT and the owner of the buildings against any claims, fines, or damages arising from the storage of flammable materials.
  • FARSIDE FULFILLMENT and the owner of the buildings in which the goods are stored and/or processed shall not be liable for any damage, loss, or destruction of the goods due to fire, unless such damage results directly from gross negligence or willful misconduct on the part of FARSIDE FULFILLMENT.

If the Customer fails to report the value of the goods correctly or on time, or if there are insurance problems not attributable to FARSIDE FULFILLMENT, FARSIDE FULFILLMENT cannot be held liable for any resulting underinsurance, damage, or loss. The Customer indemnifies FARSIDE FULFILLMENT against any third-party claims arising from an incorrect or incomplete declaration of the value of the goods.

The Client indemnifies FARSIDE FULFILLMENT and the owner of the buildings against all claims arising from the Client’s failure to comply with the Client’s obligations with regard to fire insurance.

b. Theft insurance

• The goods are generally not insured against theft. If the Customer wishes to take out theft insurance, FARSIDE FULFILLMENT must be informed of this before the Services begin.

c. CMR insurance

• If FARSIDE FULFILLMENT carries out the transport of the goods itself or engages a third party to do so, the goods are covered by the CMR insurance as standard, in accordance with the Convention of 19 May 1956 on the Contract for the International Carriage of Goods by Road.

If the Customer requires additional or more extensive insurance for the transport of the goods, the Customer must notify FARSIDE FULFILLMENT in writing no later than seven (7) working days prior to the commencement of the performance of the Services.

• The costs of the additional insurance requested by the Customer will be charged in full to the Customer, and FARSIDE FULFILLMENT will inform the Customer about this in advance.
  • Both Parties confirm that FARSIDE FULFILLMENT is not liable for damage to the goods that falls outside the coverage of the CMR insurance, including but not limited to theft and glass breakage, unless otherwise agreed in writing.

Article 16: Intellectual property

• FARSIDE FULFILLMENT retains all intellectual property rights to its models, plans, drawings and to all documents it transmits to the Customer. The reproduction, distribution, modification or use of these models, plans, drawings and/or documents in any way other than for the purpose for which they have been provided by FARSIDE FULFILLMENT to the Customer is expressly prohibited.
  • The Client shall take all reasonable measures to protect the intellectual property rights of FARSIDE FULFILLMENT and shall immediately notify FARSIDE FULFILLMENT of any unauthorized use of these models, plans, drawings and/or documents.
  • The Client shall regard the models, plans, drawings and/or documents as strictly confidential and shall not disclose, copy, distribute or make them available to third parties in any way without the prior written consent of FARSIDE FULFILLMENT.
  • The client warrants that any materials, data or information supplied by it, including intellectual property rights, do not infringe any third party rights. The Customer shall indemnify FARSIDE FULFILLMENT against any damages, costs or liabilities arising from claims by third parties relating to such infringements. 
  • FARSIDE FULFILLMENT reserves the right to use the Customer’s name and/or logo as a reference on its website and in marketing materials, unless the Customer objects in writing.

Article 17: Confidentiality & secrecy

• Each Party agrees to treat as confidential all information it receives from the other Party in connection with the performance of the Services. For the purposes of this clause, “Confidential Information” shall be defined as any non-public, oral or written information relating to, but not limited to: (i) the other Party’s technical and operational structure; (ii) its goods and services; (iii) its financial information; (iv) personal data; (v) intellectual property; (vi) business strategies; (vii) internal policies and procedures; and (viii) any other information designated as confidential by the disclosing Party in writing or orally or that reasonably should be understood as confidential given the nature of the information and the circumstances of its disclosure.
  • Confidential Information may be used solely for the performance of the Agreement and may only be shared with employees, affiliates, or subcontractors who strictly need this information to perform their duties under the Agreement. Such recipients must be bound by confidentiality obligations at least as strict as those in this clause.
  • Neither Party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except when disclosure is compelled by law or required by a competent judicial or administrative body, provided that the receiving party promptly informs the disclosing party of such requirement, to the extent permitted by law.Both Parties agree to take reasonable and appropriate measures to protect the other Party’s Confidential Information, including, but not limited to, the same degree of care they use to protect their own confidential information, and in any event not less than a reasonable degree of care.
  • This confidentiality obligation will remain in effect for a period of five (5) years following the termination of the Agreement, unless a longer period is required by law. Confidential Information that reasonably could be considered a trade secret or the disclosure of which could harm the disclosing party will continue to be protected after this period without time limit.

Article 18: Processing of personal data

• As regards the processing of personal data for the purpose of the performance of the agreement by FARSIDE FULFILLMENT, FARSIDE FULFILLMENT shall act as a data controller within the meaning of the European General Data Protection Regulation No 2016/679 of 27 April 2016 and the Belgian law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data, as amended or replaced from time to time. 
  • Personal data will only be processed in accordance with the privacy statement, which can be accessed at […], or in accordance with a processing agreement concluded between the Parties.    
  • For any other requests or questions regarding the processing of the Customer’s personal data, the Customer may contact us using the contact details mentioned in Article 1.

Article 19: Complaints procedure

• In the event of any complaints, we encourage you to contact us in the first instance using the contact details set out in Article 1.
  • If complaints relate to Services and/or invoices, please always state the invoice number.

Article 20: Applicable law and competent court

• Any agreement, offer or advice is governed by Belgian law. 
  • In the event of any dispute between the Parties concerning the validity, interpretation, performance or extinction of these terms and conditions and the agreements to which the terms and conditions apply, the Parties shall first attempt to resolve the dispute by mutual agreement.  
  • If the Parties cannot resolve the dispute among themselves, the Parties will attempt to resolve the dispute through mediation .

The Parties shall select a mediator from the list of mediators recognized by the Federal Mediation Commission and shall undertake to participate in person in at least one mediation meeting, or by delegating a person with decision-making power.

The costs of mediation shall be divided equally among the Parties.

The mediation shall commence within fifteen (15) calendar days after the notice of the request for mediation by one Party to the other Party, and unless otherwise agreed between the Parties, the mediation shall not last longer than fifteen (15) calendar days.

• In the event of failure of mediation, the dispute will be submitted, at the choice of the claimant, to the competent courts of the registered office of FARSIDE FULFILLMENT.

Article 21: Final provisions

• If special conditions are included on the offer, invoice or agreement and these conditions differ from the general terms and conditions, these special conditions shall prevail over the general terms and conditions, although the remaining general terms and conditions shall have an additional effect and shall continue to apply without delay.
  • The provisions of the entire agreement between the Customer and FARSIDE FULFILLMENT are divisible and if one or more of these provisions are declared invalid, this will not affect the validity of the remaining provisions. 
  • If a provision is declared excessively broad or void, the provision will, notwithstanding this fact, be enforceable to the maximum extent permitted by law. If a provision is deemed completely invalid, the provision will be replaced by a provision that most closely approximates the economic effect and intention of the Parties of the invalidated provision.
  • FARSIDE FULFILLMENT reserves the right to amend its terms and conditions from time to time to reflect changing market conditions, new laws and regulations, technological developments, and other relevant factors.

In the event of any substantive changes, FARSIDE FULFILLMENT will notify the Customer of the new general terms and conditions by e-mail, giving the Customer the opportunity to explicitly accept them.

If the Customer does not respond to the email within a period of fourteen (14) calendar days, the Customer will be deemed to have tacitly accepted the amended general terms and conditions.