General Conditions of Sale
1. Definitions
Buyer means any legal entity or business acting in a professional capacity that requests or orders a Mission from Benidors.
Supplier means any company or legal entity supplying a Vehicle or external service presented or coordinated by Benidors in connection with a Mission.
Quotation means a document issued by Benidors to a Buyer setting out the proposed Mission, applicable fees and relevant contractual conditions.
Invoice means a document issued by Benidors to a Buyer confirming an amount payable for Services or other amounts expressly due to Benidors.
Mission means a truck-sourcing, intermediation or coordination request accepted by Benidors.
Vehicle means a commercial truck, tractor unit or rigid truck sourced in connection with a Mission.
Services means, including without limitation, vehicle sourcing and supplier-buyer intermediation, coordination of export documentation, and coordination of transport or transport insurance where expressly agreed. Benidors does not itself act as carrier, technical inspector or owner of the Vehicle unless a separate written agreement expressly provides otherwise.
Contract means a specific written agreement signed or otherwise validly accepted by Benidors and the Buyer for a Mission.
Tripartite Agreement means a written agreement concluded between Benidors, a Buyer and a Supplier.
2. General provisions
Benidors acts as a sourcing, intermediation and coordination service provider. Benidors is not the seller of the Vehicle, does not normally purchase or take ownership of the Vehicle, does not hold physical Vehicle stock, does not itself perform technical inspections and does not itself perform transport.
The purchase of the Vehicle is concluded directly between the Buyer and the Supplier under the Supplier's applicable terms and conditions. Benidors's separate Services and related fees do not form part of the Supplier's sale price unless expressly stated otherwise in writing.
The contractual hierarchy for a Mission is: (1) the specific written Contract, where valid and applicable; (2) the applicable Quotation and other specific Mission documentation accepted by the parties; and (3) these General Conditions of Sale. A provision in a higher-ranking document prevails over an inconsistent provision in a lower-ranking document to the extent permitted by mandatory law.
The Buyer acknowledges that Benidors Missions are governed by the applicable contractual documents and these General Conditions. Benidors rejects Buyer terms or purchase conditions unless expressly accepted in writing by Benidors.
If a Quotation cannot be fulfilled for reasons attributable to the Supplier and independent of Benidors, Benidors may use reasonable efforts to find another suitable solution or cancel the affected Mission without charging additional Benidors fees for the unperformed part, subject to amounts already validly due for Services performed.
3. Fees
Fees are stated in Quotations and confirmed by the applicable Invoice. Unless expressly stated otherwise, Benidors fees are exclusive of VAT and do not include customs charges, import taxes, destination-country landing costs, transport charges or other third-party costs unless specifically included in the applicable Quotation or Invoice.
Unless the applicable Quotation or Contract states otherwise, the coordination fee is payable in two stages: fifty percent (50%) when Benidors has provided the available Vehicle information and specifications and the Buyer confirms that it wishes to proceed, and the remaining fifty percent (50%) at the export and transport coordination stage.
Export fees and third-party costs are payable as stated in the applicable Quotation or Invoice. The Buyer remains responsible for costs imposed by customs, authorities, carriers or other third parties unless expressly agreed otherwise in writing.
A Supplier may remunerate Benidors under a separate written arrangement between Benidors and that Supplier. Such remuneration is separate from the Buyer's fee unless expressly agreed otherwise, and does not create an obligation for Benidors to select a Supplier or prevent Benidors from considering alternative Suppliers.
4. Quotations and acceptance
Each Quotation is valid for seven (7) days from the date stated on the Quotation unless another validity period is expressly stated.
A Quotation becomes binding when it is accepted in the manner specified in the Quotation or applicable Contract and Benidors has confirmed the Mission. Acceptance creates a binding professional agreement for the Services described in the accepted documentation.
Once a Mission has been accepted and Benidors has started performing the Services, the Buyer may not simply withdraw from the Mission without consequences. Any cancellation or termination by the Buyer is subject to the applicable Contract and Quotation and, at minimum, does not affect fees already earned or third-party costs already committed or incurred on the Buyer's behalf.
Benidors is not responsible for an error made by the Buyer when placing an order, for the Buyer's intended final use of the Vehicle, or for the Buyer's failure to comply with Supplier, export, import or destination-country requirements.
The Buyer acknowledges that it is acting as a professional business and that consumer-protection rules do not apply except where mandatory law provides otherwise.
5. Payments
Payments to Benidors shall be made by bank transfer to the account stated in the applicable Quotation or Invoice. Payment instructions will not be changed solely by an informal message. Where payment instructions change, the Buyer should independently verify the change through a trusted Benidors contact channel.
Payments to Benidors are accepted in Euros. Any other currency displayed on the website or used for convenience does not change the payment currency unless expressly agreed in writing.
Benidors may suspend a Mission where a payment is overdue, rejected, incomplete or not received in compliant form. Any late-payment interest, recovery costs or other consequences will apply only to the extent permitted by the applicable Contract and mandatory law.
Benidors may reject payments that present sanctions, anti-money-laundering, fraud, banking or other compliance concerns and may request a compliant replacement payment.
6. Inspection and external services
Benidors does not itself perform technical Vehicle inspections. Where requested, Benidors may refer the Buyer to a specialized external inspection company. Any inspection is a separate external service subject to the provider's own terms, fees and responsibility.
Benidors does not warrant the findings of an external inspection and is not responsible for defects, omissions or problems arising from or after an external inspection, except to the extent mandatory applicable law provides otherwise.
7. Warranty, Vehicle condition and disclaimer
The Vehicle is purchased directly from the Supplier. Any statutory or commercial warranty applicable to the Vehicle is a matter between the Buyer and the Supplier unless a separate written agreement expressly provides otherwise.
Benidors does not provide a legal or commercial warranty for the Vehicle and is not responsible for defects, mechanical or technical problems, mileage, condition, conformity, use, delivery or dissatisfaction relating to the Vehicle or to third-party Services, except to the extent that liability cannot lawfully be excluded or limited.
Nothing in these General Conditions excludes or limits liability that cannot lawfully be excluded or limited under mandatory applicable law.
8. Confidentiality
Benidors and the relevant parties undertake, unless otherwise agreed in writing, to keep confidential non-public commercial information received in connection with a Mission, subject to legal, regulatory, banking, insurance and professional disclosure obligations.
Before publishing Mission-related news on its website or social-media pages, Benidors will request written consent where identification or specific confidential commercial information would be disclosed.
9. Intellectual property
Unless otherwise indicated, website text, branding and original materials created by Benidors remain the property of Benidors or its licensors and may not be reproduced without appropriate authorization.
10. Non-circumvention and Supplier disclosure
Benidors may source and present a Vehicle by providing the Buyer with the available vehicle information, including the VIN where available, specifications and other relevant information. In order to protect the sourcing service from circumvention, Benidors may withhold the identity and direct contact details of the Supplier until the Buyer confirms in writing that it has selected the Vehicle and wishes to proceed with the Mission.
Once the Buyer has confirmed the selection, Benidors may disclose the Supplier identity and facilitate direct communication or purchase between the Buyer and Supplier. The fact that the Buyer purchases the Vehicle directly from the Supplier does not remove any Benidors fee expressly agreed for the Mission.
Unless a different period is stated in the applicable Contract or Quotation, the Buyer and Supplier shall not deliberately bypass Benidors in relation to a Vehicle, Supplier, Buyer or commercial opportunity introduced through a Benidors Mission for twenty-four (24) months from the relevant introduction or selection. Any transaction concluded in breach of an applicable written non-circumvention obligation remains subject to the fees expressly agreed in the applicable Contract, Quotation or Mission documentation, without prejudice to other remedies available under mandatory law.
11. Force majeure
Benidors is not responsible for delay, interruption or inability to perform Services caused by events beyond its reasonable control, including but not limited to war, sanctions or export restrictions, government action, customs measures, border closures, strikes, transport disruption, natural events, cyber incidents affecting relevant infrastructure, banking disruption, supplier failure or other events outside Benidors's reasonable control.
12. Compliance
Before or during a Mission, Benidors may conduct Know Your Customer (KYC), sanctions, ownership, source-of-funds and other compliance checks, independently or with a third-party institution. Benidors may request identity, corporate, ownership, destination, end-use and other documents and may refuse, suspend or terminate a Mission where the required information is not provided or raises a compliance concern.
The Buyer represents that funds used to pay Benidors are not derived from criminal conduct and that the Vehicle and related Services will not be used for an unlawful purpose.
Benidors will not knowingly work with a Buyer, Supplier or relevant party subject to applicable sanctions or prohibitions issued by the United Nations, European Union, Belgium or another authority whose measures are applicable to the Mission. Particular attention may be required for transactions involving Russia, including direct or indirect routing, transshipment or declared destinations that could conceal a different final destination. The Buyer must provide accurate information concerning the final destination and intended end use and must promptly notify Benidors of any material change.
The Buyer shall not instruct, cause or facilitate the export, re-export, sale, delivery or use of a Vehicle in breach of applicable sanctions, export controls, customs rules or other mandatory law. Benidors may suspend or refuse a Mission where it reasonably considers that compliance cannot be established.
13. Applicable statutory framework
These General Conditions and each Mission are subject to Belgian law and applicable European Union law, together with mandatory rules applicable to the relevant transaction, including applicable rules on contracts, commercial practices, taxation, data protection, sanctions, export controls, customs, anti-money laundering and competition.
Where mandatory legislation applies to a Mission despite a contractual provision to the contrary, the mandatory rule prevails to the extent required by law.
14. Dispute resolution and jurisdiction
The parties shall first seek in good faith to resolve a contractual dispute through written communication. Failing an amicable resolution, disputes shall be submitted to the competent courts of Brussels, Belgium, subject to any mandatory jurisdictional rules that cannot lawfully be excluded.
15. Language
Contractual and commercial documents may be provided in English for convenience. The governing contractual language is French. In the event of any discrepancy or conflict, the French version of these General Conditions and, where applicable, the relevant French contractual document prevails, subject to mandatory law.
16. Privacy
Personal data processed in connection with a Mission is handled in accordance with the Benidors Privacy Policy and applicable data-protection legislation.
17. Severability and waiver
If one or more provisions of these General Conditions or another Mission document is held invalid, unenforceable or inapplicable, the remaining provisions remain in force to the extent permitted by law. The parties shall, where legally possible, seek a valid provision that most closely reflects the original purpose without creating an unlawful imbalance.
No failure or delay by Benidors in exercising a right constitutes a waiver of that right.
18. Entire agreement
The applicable Contract, Quotation, Mission documentation and these General Conditions constitute the contractual framework for the relevant Mission, in the hierarchy stated in Article 2. They supersede prior discussions concerning the same Mission to the extent permitted by applicable law.