General Terms of Sale: Belgium
Sales between businesses only. These General Terms of Sale govern every sale of factory-built accommodation units by Lodgeyard, a brand of REXOR GROUP LLC, to a professional buyer established in Belgium. They are attached to each Quote before its signature and are accepted by signing the Quote. Version 2.0 of 25 October 2026.
Seller: Lodgeyard, a brand of REXOR GROUP LLC, a limited liability company registered in the State of New Mexico, United States of America. Address: 8206 Louisiana Blvd NE, Ste A #9493, Albuquerque, NM 87113, USA. E-mail: contact@lodgeyard.com. Website: lodgeyard.com.
Language versions: these Terms are published in English, French and Dutch. The French version prevails in the event of any divergence, for the reasons set out in Article 32. Other legal documents: legal information for Belgium.
Article 1. Definitions
1.1. In these Terms, the following capitalised terms have the meaning given to them below, whether used in the singular or in the plural.
- "Advance Payment": the sum payable by the Buyer at the time of the order under the Payment Schedule, as described in Article 9.3.
- "Business Day": any day other than a Saturday, a Sunday or a public holiday in Belgium.
- "Buyer": the undertaking established in Belgium which, acting for the purposes of its trade, business or profession, signs a Quote.
- "CISG": the United Nations Convention on Contracts for the International Sale of Goods, done at Vienna on 11 April 1980.
- "Contract": the contract for the sale of one or more Units between the Seller and the Buyer, formed in accordance with Article 9 and made up of the documents listed in Article 7.
- "Customs Representative": the freight forwarder, customs agent or other person appointed by the Buyer to lodge the customs declaration in the name and on behalf of the Buyer, within the meaning of Article 18 of Regulation (EU) No 952/2013 laying down the Union Customs Code.
- "DAP": the "Delivered at Place" rule of the Incoterms® 2020 published by the International Chamber of Commerce.
- "Delivery": the handing over of a Unit in accordance with Article 17; "Delivered" is construed accordingly.
- "Delivery Note": the document drawn up at Delivery which records the handing over of the Unit and any reservations of the Buyer.
- "Delivery Place": the place in Belgium stated in the Quote at which the Unit is Delivered.
- "Departure from the Factory": the moment at which the Unit leaves the Manufacturer's premises for shipment.
- "Estimated Delivery Date": the date or period of Delivery stated in the Quote, as adjusted in accordance with these Terms.
- "Force Majeure Event": an event or impediment within the meaning of Article 25.
- "Formal Notice": a written notice by which a party requires the other party to perform an obligation within the period stated in it, which may not be shorter than the period provided for by these Terms.
- "Inspection Report": the report, with photographs, drawn up following the pre-shipment inspection described in Article 15.
- "Installation Contract": the contract concluded directly between the Buyer and the Partner Installer for the Installation Works.
- "Installation Works": the unloading and placing of the Unit, its non-anchored supports, its unfolding, its connection to the existing service points of the pitch within the distance limits stated in the Quote, the inspection of the electrical installation and the commissioning of the Unit, together with any other work carried out on the Buyer's site.
- "Manufacturer": the factory that manufactures the Unit, designated in the Quote.
- "Partner Installer": the independent local undertaking, insured for the Installation Works and designated in the Quote, which carries out the Installation Works under the Installation Contract.
- "Payment Schedule": the schedule of payments annexed to the Quote.
- "Plans": the plans of the Unit annexed to the Quote, as validated by the Buyer.
- "Price exclusive of taxes": the Unit Price, excluding value added tax and any duty, tax or contribution.
- "Pro Forma Invoice": the pro forma invoice issued by the Seller, which states the only bank account to which payments may be made.
- "Quote": the written quote issued by the Seller, together with its annexes, in particular the Technical Specification, the Plans, the Payment Schedule and the description of the scope and conditions of the lump sum for the Installation Works.
- "Seller": REXOR GROUP LLC, a limited liability company registered in the State of New Mexico (United States of America), of which Lodgeyard is a brand.
- "Technical Specification": the technical data sheet of the Unit annexed to the Quote.
- "Terms": these General Terms of Sale.
- "Turnkey Price": the total price stated in the Quote, made up as described in Article 11.2.
- "Unit": each factory-built accommodation unit, such as a capsule or an expandable ("deployable") house, sold under the Contract, including the equipment integrated into it as described in the Technical Specification.
- "Unit Price": the price of the Unit invoiced by the Seller, as defined in Article 11.1.
- "Writing" or "in writing": any document on paper or any electronic communication, including e-mail, that can be stored and reproduced.
Article 2. Interpretation
2.1. Headings and the table of contents are included for convenience only and do not affect the interpretation of these Terms.
2.2. The words "including", "in particular" and "notably" introduce examples and do not limit the generality of the words that precede them.
2.3. A reference to an Article is a reference to an Article of these Terms. A reference to a statute, regulation or convention is a reference to it as amended or replaced from time to time.
2.4. Periods expressed in days are calendar days unless they are expressed in Business Days. A period whose last day is not a Business Day is extended to the next Business Day.
2.5. These Terms are drafted so as to be clear and understandable, in accordance with Article VI.91/2 of the Belgian Code of Economic Law. Where, after the common intention of the parties has been sought, a doubt remains as to the meaning of a stipulation of these Terms, that stipulation is interpreted against the Seller, which drafted it. This rule corresponds to Article 1190 of the French Civil Code and to Article 5.66 of the Belgian Civil Code.
2.6. In the event of contradiction between the Quote and these Terms, the Quote prevails, in accordance with the order of precedence set out in Article 7. A stipulation of the Quote derogates from these Terms only if it does so expressly or necessarily.
2.7. No stipulation of the Contract gives either party the power to interpret the Contract unilaterally.
Article 3. Scope; professional buyers only
3.1. These Terms apply to every sale of Units by the Seller to a Buyer established in Belgium, for Delivery in Belgium. They apply to the exclusion of any other general terms, subject to Article 7.
3.2. The Seller sells only to undertakings acting for the purposes of their trade, business or profession, in particular operators of campsites, holiday parks, holiday villages and other professional providers of accommodation. The Buyer confirms, by signing the Quote, that it acts in that capacity. The Seller does not contract with consumers under these Terms.
3.3. The Buyer warrants that the person who signs the Quote has the authority to bind it and that the identification data it provides, in particular its company name, enterprise number, value added tax identification number and registered office, are accurate and complete.
3.4. A buyer established in another country, including the Grand Duchy of Luxembourg, is governed by the terms of sale published by the Seller for that country.
Article 4. Nature of the sale
4.1. The Units are sold as movable goods, finished in the factory, demountable and transportable.
4.2. The Seller carries out no work on the Buyer's land or site: no foundations, no supports, no anchoring, no assembly, no unfolding, no connection and no commissioning. Such works are carried out by undertakings which the Buyer chooses and with which it contracts directly, in particular the independent Partner Installer proposed in the Quote in accordance with Article 5.
4.3. The Seller assumes no task of design, direction or coordination of such works.
4.4. Accordingly, the Delivery Note drawn up at Delivery records the handing over of a finished movable good. It does not constitute an acceptance of construction works.
Article 5. Turnkey offer and Partner Installer
5.1. The Quote states a Turnkey Price which adds together the three components described in Article 11.2: the Unit Price invoiced by the Seller, the estimated import duties and charges paid by the Buyer as importer, and the lump-sum price of the Installation Works set by the Partner Installer.
5.2. The Partner Installer is an independent undertaking, insured for the Installation Works. It carries out the Installation Works, invoices them directly to the Buyer and is solely answerable for them, under the Installation Contract which it concludes with the Buyer.
5.3. The scope of the lump sum (unloading and placing, non-anchored supports, unfolding, connections to the existing service points of the pitch within the distance limits stated, inspection of the electrical installation, commissioning) and its conditions (access, ground, existing service points) are annexed to the Quote. Any discrepancy found on site is the subject of a supplementary quote from the Partner Installer before any work is carried out.
5.4. The lump sum includes the inspection of the electrical installation by an approved body before commissioning, provided for by the General Regulations on Electrical Installations (RGIE/AREI). That inspection is ordered and carried out under the Installation Contract.
5.5. The Seller receives no sum, commission or other remuneration in respect of the Installation Works and assumes neither their design, nor their direction, nor their coordination.
5.6. The Buyer remains free to entrust the Installation Works to another undertaking. In that case, the third component of the Turnkey Price does not apply, and the Buyer contracts directly with the undertaking of its choice.
5.7. The Contract and the Installation Contract are separate contracts. Each contracting party answers for its own obligations. The Seller makes available to the Partner Installer, or to any other undertaking designated by the Buyer, the Plans with the connection points identified, the wiring diagram and the instructions for the equipment of the Unit.
Article 6. Manufacturer
6.1. The Seller is not the manufacturer of the Units. The Manufacturer is designated in the Quote. Its name appears on the rating plate of each Unit and in the Unit's documentation.
6.2. On simple request, the Seller communicates to the Buyer without delay the full name and address of the Manufacturer.
Article 7. Contractual documents and order of precedence
7.1. The Contract is made up of the following documents, in decreasing order of precedence:
- the Quote accepted by the Buyer and its annexes (Technical Specification, Plans, Payment Schedule, scope and conditions of the lump sum for the Installation Works);
- these Terms;
- the Manufacturer's instructions.
7.2. The Buyer's general terms of purchase do not apply unless the Seller has accepted them in writing.
7.3. The illustrations on the website and in brochures, including photographs, drawings, three-dimensional models and computer-generated images, are not contractual. Only the Technical Specification and the Plans annexed to the Quote are contractual. The same applies to the general information published on the website and to the automated answers given in the chat window of the website: they are provided to prepare the Quote and do not form part of the Contract.
7.4. The Installation Contract does not form part of the Contract.
Article 8. Communication and acceptance of these Terms
8.1. These Terms are sent in PDF format with each Quote, before its signature. They are also published on the website at lodgeyard.com/be/en/legal/terms-of-sale, where they can be read, downloaded, printed and stored.
8.2. The Buyer accepts these Terms by signing the Quote bearing the statement: "I have read the attached general terms of sale and accept them." The signature may be handwritten or electronic.
8.3. The Buyer may at any time obtain from the Seller, on simple request, a copy of the version of these Terms applicable to its Contract.
8.4. The statement referred to in Article 8.2 records the Buyer's acceptance. It does not deprive the Buyer of the possibility of establishing that it did not have a genuine opportunity to read these Terms before signing, within the meaning of Article VI.91/4, 4°, of the Belgian Code of Economic Law.
Article 9. Quotes, formation of the Contract and advance payment
9.1. Each Quote is valid for the period it states. Exchanges prior to the Quote, whether by e-mail, through the quote request form or through the chat window of the website, are preparatory and do not bind the parties.
9.2. The order becomes firm upon the signature of the Quote by the Buyer and the receipt by the Seller of the Advance Payment provided for in the Payment Schedule. The Contract is formed on the later of those two events.
9.3. The sums paid at the time of the order constitute an advance payment on account of the price (in French, acompte). They are not earnest money (in French, arrhes): neither party may withdraw from the Contract by forfeiting them or by repaying twice their amount.
9.4. If the Buyer signs the Quote with additions, deletions or reservations, its signature constitutes a counter-offer within the meaning of Article 19 of the CISG, and the Contract is formed only if the Seller accepts that counter-offer in writing.
9.5. Before signing the Quote, the Buyer verifies the matters referred to in Article 21, in particular the opinion of its municipality and the authorisations required for its site.
Article 10. Plans, specifications and changes
10.1. The Units are manufactured in accordance with the Technical Specification and the Plans annexed to the Quote, as validated by the Buyer at the time of the order.
10.2. Any change to the Units, the Plans, the Technical Specification, the Unit Price or the Estimated Delivery Date after the formation of the Contract requires the written agreement of both parties. That agreement states the effects of the change on the price, the characteristics of the Units and the Estimated Delivery Date.
10.3. Dimensions and other measurable characteristics are subject to the manufacturing tolerances stated in the Technical Specification, if any.
10.4. Neither party may unilaterally modify the price, the characteristics of the Units or the conditions of the Contract.
Article 11. Unit Price and Turnkey Price
11.1. The Unit Price invoiced by the Seller is expressed in euros, exclusive of taxes, for Delivery under DAP at the Delivery Place stated in the Quote. It does not include customs duties, import value added tax or any work on site, which appear separately in the Turnkey Price.
11.2. The Turnkey Price stated in the Quote adds together:
- the Unit Price, delivered to the site and invoiced by the Seller;
- the estimated import duties and charges, including customs duties and the fees of the Customs Representative, paid by the Buyer in its capacity as importer;
- the lump-sum price of the Installation Works, set by the Partner Installer and invoiced by it directly to the Buyer, together with its value added tax.
11.3. The amounts referred to in Article 11.2, point 2, are estimates made in good faith on the basis of the tariff classification, the rates and the information available on the date of the Quote. The amounts actually due are those assessed by the customs authorities and charged by the Customs Representative. They are paid by the Buyer to those persons, and not to the Seller.
11.4. The Quote details each component of the Turnkey Price item by item.
11.5. The Unit Price stated in the signed Quote cannot be modified unilaterally by the Seller.
Article 12. Invoicing and value added tax
12.1. The Seller's invoices are issued without value added tax. The supply, which starts from the Manufacturer's factory located outside the European Union, is outside the scope of the value added tax of the European Union as far as the Seller is concerned, and the import value added tax is due from the Buyer as importer (Council Directive 2006/112/EC, Articles 32 and 201).
12.2. The import value added tax is paid by the Buyer at importation or, if the Buyer holds the authorisation for the deferred payment of import value added tax (authorisation E.T. 14.000), entered in its periodic value added tax return, under the conditions of Belgian law.
12.3. The Seller's invoices bear a statement to the effect that the supply is shipped from a third country and imported by the Buyer, who is liable for the import value added tax, and that it is outside the scope of the value added tax of the European Union as far as the Seller is concerned.
12.4. The commercial invoice used for customs purposes distinguishes the price of the Units, the freight up to entry into the European Union and the costs incurred after that entry, in accordance with Article 19.5.
Article 13. Payment schedule and means of payment
13.1. Unless the Quote stipulates otherwise, the Unit Price is payable as follows: 40 % at the time of the order; the balance before the Departure from the Factory, upon receipt of the Inspection Report.
13.2. Payment is made only by bank transfer to the bank account stated on the Seller's Pro Forma Invoice. The Buyer must never make a payment on the basis of bank details received by any other means. The beneficiary name to be entered in the transfer order is exactly that of the holder of the account stated on the Pro Forma Invoice: REXOR GROUP LLC.
13.3. Any message, whatever its apparent origin, announcing a change of bank details must be regarded as suspicious. Before making any payment, the Buyer verifies such a message by writing to contact@lodgeyard.com.
13.4. The Seller may suspend the manufacture or the shipment of the Units for as long as an instalment that has fallen due remains unpaid. The Estimated Delivery Date is then postponed by the duration of the suspension.
Article 14. Late payment
14.1. Any late payment gives rise, automatically and without any reminder being necessary, from the day following the due date, to:
- late-payment interest at the rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points;
- a fixed compensation for recovery costs of 40 euros for each invoice paid late;
in accordance with Articles L441-10 and D441-5 of the French Commercial Code, adopted for the application of Directive 2011/7/EU of 16 February 2011 on combating late payment in commercial transactions, without prejudice to additional compensation upon production of supporting evidence.
14.2. The reference rate applicable during the first half of a calendar year is the rate in force on 1 January of that year; the rate applicable during the second half is the rate in force on 1 July of that year.
14.3. For information, the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, which also transposes Directive 2011/7/EU, provides for a statutory rate equal to the reference rate of the European Central Bank increased by eight percentage points, and for a fixed compensation of 40 euros for recovery costs.
Article 15. Manufacturing follow-up and pre-shipment inspection
15.1. The Seller follows the manufacture of the Units and keeps the Buyer informed of its progress, including by photographs.
15.2. Before the Departure from the Factory, the Seller has each Unit inspected at the Manufacturer's premises by an independent inspector, against a written checklist covering at least the dimensions, the structure, the joinery, the finishes, the equipment and the documents. Any defect found during that inspection is corrected before the Departure from the Factory.
15.3. Where the Quote so provides, the loading of the Units is also supervised, in particular as regards the number of Units, their condition, their stowage and the seal number of the container or means of transport.
15.4. The Inspection Report, with photographs, is sent to the Buyer. Its receipt makes the balance of the Unit Price due in accordance with Article 13.1.
15.5. The inspection does not constitute an acceptance of the Unit by the Buyer. It neither relieves the Seller of its obligation of conformity nor limits the rights of the Buyer under Articles 22 and 23.
Article 16. Cancellation by the Buyer
16.1. If the Buyer cancels its order or refuses to take Delivery, the Seller may, at its option, either require performance of the Contract and payment of the price, or notify the Buyer in writing of the termination of the Contract.
16.2. In the event of termination, the Buyer owes the Seller, by way of fixed compensation covering the costs incurred and not recoverable:
- 10 % of the Unit Price exclusive of taxes, if the cancellation is notified before the Seller has placed its order with the Manufacturer;
- the costs incurred and not recoverable, duly justified, including the advance paid to the Manufacturer, up to the amount of the Advance Payment due from the Buyer under Article 13.1, if the cancellation is notified after the order to the Manufacturer and before the Departure from the Factory;
- 100 % of the Unit Price exclusive of taxes, if the cancellation is notified after the Departure from the Factory, less the net resale price which the Seller obtains and the costs it avoids.
16.3. That compensation is set off against the sums already paid by the Buyer. Any surplus is refunded to the Buyer.
16.4. The Buyer may always prove that the loss actually suffered by the Seller is manifestly lower than the compensation provided for in Article 16.2, in which case the compensation is reduced accordingly.
16.5. The refusal or delay of an administrative authorisation (planning, tourism, environment, fire safety) is not a ground for termination without compensation. The Buyer verifies those matters before signing the Quote, in accordance with Article 21.
Article 17. Delivery and transfer of risk
17.1. Delivery takes place under DAP at the Delivery Place stated in the Quote: the Unit is Delivered on the means of transport that has arrived at the agreed place, ready for unloading.
17.2. In accordance with DAP, the Seller organises and bears the carriage to the Delivery Place and carries out the export formalities and, where applicable, the transit formalities; the import formalities are the responsibility of the Buyer in accordance with Article 19.
17.3. Unloading, lifting, placing on the supports and all subsequent works are at the Buyer's expense and risk. When the turnkey offer is taken up, they are carried out by the Partner Installer under the Installation Contract.
17.4. The risks pass to the Buyer at Delivery, even if ownership has not yet been transferred to it in accordance with Article 20. The Buyer insures the Units from Delivery.
17.5. The Buyer guarantees access to the Delivery Place for the truck and the crane (width, ground bearing capacity, slope, obstacles, overhead power lines) and informs the Seller in good time of any constraint affecting that access.
17.6. A Delivery Note is drawn up at Delivery. Reservations are made in accordance with Article 22.
17.7. Where the Quote covers several Units, they are Delivered together or in several deliveries, as provided in the Quote. Each Delivery is governed by these Terms, and the time limits of Articles 18 and 22 run separately for each Unit.
Article 18. Delivery dates and late delivery
18.1. Delivery dates are estimated dates. The Estimated Delivery Date is stated in the Quote.
18.2. The Estimated Delivery Date is postponed by the duration of any delay attributable to the Buyer, in particular a delay in payment, in the validation of the Plans, in the communication of the information referred to in Article 19.3 or in making the Delivery Place accessible.
18.3. If Delivery takes place more than 30 days after the Estimated Delivery Date, for a cause attributable neither to the Buyer nor to a Force Majeure Event, the Buyer is entitled to fixed compensation of 0.5 % of the price exclusive of taxes of the Units Delivered late, for each full week of delay beyond those 30 days, capped at 5 % of that price.
18.4. That compensation makes good the entire loss resulting from the delay. It is paid within 30 days of Delivery, upon the written request of the Buyer.
18.5. If Delivery has not taken place 60 days after the Estimated Delivery Date, and after a Formal Notice that has remained without effect for 15 days, the Buyer may terminate the order in writing and obtain the refund of the sums it has paid.
Article 19. Importation and customs
19.1. The Buyer is the importer of the Units. The customs declaration for release for free circulation is lodged in the name of the Buyer, either directly or through the Customs Representative it appoints. It is never lodged in the name of the Seller.
19.2. The Buyer is the consignee and the importer within the meaning of customs and value added tax legislation. It is liable for the customs duties, the import value added tax and any tax or contribution due on importation or on the placing on the market in Belgium.
19.3. Before the Departure from the Factory, the Buyer communicates to the Seller its EORI number, its value added tax identification number and, where applicable, its authorisation for the deferred payment of import value added tax (authorisation E.T. 14.000).
19.4. If the Seller introduces a freight forwarder or a Customs Representative to the Buyer, that person acts, for the customs clearance, in the name and on behalf of the Buyer, under the mandate which the Buyer gives to it.
19.5. The Seller provides accurate information for the formalities: a commercial invoice distinguishing the price of the Units, the freight up to entry into the European Union and the costs incurred after that entry; a packing list; the origin; the composition.
19.6. Each party is answerable for the accuracy of the information which it provides for the customs formalities. The Seller acts neither as importer, nor as declarant, nor as customs representative of the Buyer.
Article 20. Retention of title
20.1. The Seller retains ownership of the Units until full payment of the price, in principal and accessories.
20.2. Until then, the Buyer may neither resell the Units, nor give them as security, nor fix them permanently to the ground. It insures them against all damage from Delivery.
20.3. If payment is not made on the due date, the Seller may, after a Formal Notice that has remained without effect for eight days, take back the Units at the Buyer's expense. The Units can be separated from their supports without damage.
20.4. The Buyer informs the Seller without delay of any seizure, claim or other measure by a third party concerning the Units before full payment, and informs that third party of the Seller's ownership.
20.5. The effects of this Article with regard to third parties are governed by the law of the place where the Units are located. The Buyer completes any formality required by that law.
Article 21. Siting, permits and use of the Units
21.1. The Units are designed to be placed on non-anchored supports, demountable and movable, in accordance with the Manufacturer's instructions.
21.2. Before signing the Quote and then throughout the operation of the Units, the Buyer is responsible for the rules applicable at the place where the Units are sited, in particular:
- planning and environmental authorisations, including in green zones or flood-risk zones;
- the rules on tourist accommodation and any declaration, registration, authorisation or classification required in the Flemish Region, the Walloon Region or the Brussels-Capital Region;
- fire safety requirements and the fire safety certificate of its site;
- the number and footprint of accommodation units per pitch.
21.3. The information on regional rules provided by the Seller, on its website, through its chat window or in its correspondence, is general information established at its date. It does not replace the opinion of the municipality or of the competent authority, which the Buyer is advised to obtain in writing before signing the Quote.
21.4. The Buyer is responsible for the design and construction of the supports, for the connections by qualified professionals and for the inspection of the electrical installation by an approved body before commissioning. When the turnkey offer is taken up, these works are carried out under the Installation Contract in accordance with Article 5.
21.5. The Units are intended for use as tourist or leisure accommodation, in accordance with the Technical Specification. Any other use is decided by the Buyer under its own responsibility and in compliance with the rules applicable to that use.
21.6. Any permanent fixing, modification or installation that does not comply with the Manufacturer's instructions is carried out under the sole responsibility of the Buyer.
Article 22. Examination on Delivery, reservations and notice of defects
22.1. The Buyer examines each Unit at Delivery.
22.2. The Buyer records on the Delivery Note any reservation concerning missing items, transport damage and apparent defects, if possible with photographs, and confirms it in writing to the Seller and to the carrier within three Business Days.
22.3. Any other lack of conformity must be notified in writing to the Seller, specifying its nature, with photographs, within 30 days of its discovery and at the latest 24 months after Delivery.
22.4. Failing such notification, the Buyer loses the right to rely on the lack of conformity, without prejudice to Article 40 of the CISG, which preserves the Buyer's rights where the lack of conformity relates to facts of which the Seller knew or could not have been unaware and which it did not disclose, and to Article 44 of the CISG, where the Buyer has a reasonable excuse for its failure to give the required notice.
22.5. The Buyer allows the Seller, the Manufacturer or their representatives to examine the Unit concerned, including by photographs or video, in order to establish the nature and the cause of the lack of conformity notified.
22.6. This Article governs the form and time limits of the examination and of the notifications, including within the meaning of Articles 38 and 39 of the CISG and of Article 4 of the Hague Convention of 15 June 1955 on the law applicable to international sales of goods.
Article 23. Conformity and warranties
23.1. The Seller warrants that each Unit conforms to the Technical Specification and to the Plans annexed to the Quote.
23.2. In the event of a lack of conformity notified in accordance with Article 22, the Seller, at its option, has the Unit repaired, replaces the defective element or reduces the price proportionately. This is without prejudice to the Buyer's right to declare the Contract avoided in the event of a fundamental breach (Article 49 of the CISG) and to claim damages within the limits of Article 24.
23.3. In addition, the Buyer benefits from the written warranties of the Manufacturer, annexed to the Quote item by item, which the Seller implements together with the Buyer.
23.4. The Seller informs the Buyer in writing of the remedy chosen under Article 23.2 and implements it within a reasonable time, having regard to the nature of the lack of conformity, the availability of the parts and the operating constraints of the Buyer's establishment.
23.5. In accordance with Article 36 of the CISG, the Seller is liable for any lack of conformity which exists at the time when the risk passes to the Buyer, even if it becomes apparent only later, and for any lack of conformity occurring after that time which is due to a breach of any of its obligations. It is not liable for damage resulting from the Installation Works, from an installation, modification or use that does not comply with the Manufacturer's instructions, or from a lack of maintenance.
Article 24. Limitation of liability
24.1. The Seller's total liability in respect of an order, for all causes combined, is limited to the price exclusive of taxes of the Units concerned.
24.2. The Seller is not liable for indirect losses, in particular loss of operation, of turnover, of bookings or of season.
24.3. These limits do not apply:
- in the event of gross negligence or wilful misconduct, including fraud, of the Seller or of its employees or agents;
- to death or personal injury;
- where a mandatory rule prohibits them.
24.4. The Seller is not liable for the Installation Works, for which the Partner Installer is solely answerable under the Installation Contract, nor for the acts of the Customs Representative acting in the name of the Buyer.
Article 25. Force majeure
25.1. Neither party is liable for a delay or a failure to perform resulting from an event of force majeure within the meaning of Article 1218 of the French Civil Code or from an impediment within the meaning of Article 79 of the CISG.
25.2. The following are in particular regarded as such, if they meet those conditions: closure of ports, interruption of maritime transport, customs or sanitary measures, epidemics, natural disasters.
25.3. The party affected notifies the other party in writing, without delay, of the impediment and of its effect on its ability to perform, and takes the reasonable measures available to it to limit those effects. The performance of the obligations affected is suspended for the duration of the impediment, and the Estimated Delivery Date is postponed accordingly.
25.4. A Force Majeure Event does not affect the obligations already performed. The price of the Units already Delivered remains due.
25.5. If the impediment lasts more than 90 days, either party may terminate the order by written notice. The sums paid are then refunded, less the costs incurred and not recoverable, duly justified.
Article 26. Documentation of the Units
26.1. Each Unit is delivered with:
- its instructions and safety warnings in French, Dutch and German;
- the EU declarations of conformity of those of its components that are subject to them;
- a rating plate identifying the Manufacturer and the economic operator established in the European Union that is responsible for the product, within the meaning of Regulation (EU) 2019/1020 and Regulation (EU) 2023/988.
26.2. The Seller requires the Manufacturer to communicate the name and address of the economic operator established in the European Union which it has designated. Without that operator, the goods may be detained at customs.
26.3. On request, the Seller provides the technical file useful for the inspection of the electrical installation and for the fire safety certificate of the site: wiring diagram, list of components and available reaction-to-fire classifications.
Article 27. Intellectual property
27.1. The Plans, the Technical Specification, drawings, three-dimensional models, photographs and other documents provided by the Seller remain the property of the Seller, of the Manufacturer or of their licensors. The Contract transfers no intellectual property right to the Buyer.
27.2. The Seller grants the Buyer, free of charge, a non-exclusive right to use and reproduce those documents for the purposes of the installation, operation, maintenance, insurance and inspection of the Units, of the applications for authorisations relating to them and of their resale. That right passes with the Units to any subsequent acquirer.
27.3. The Contract confers no right to use the name or logo Lodgeyard, other than to designate the Seller truthfully as the supplier of the Units. The Buyer remains free to photograph its own Units and to show them in the communications of its establishment.
Article 28. Confidentiality
28.1. Each party keeps confidential the information which it receives from the other party in connection with the Contract and which is not public, in particular prices, Quotes, Plans and technical and commercial information, and uses it only for the purposes of the Contract.
28.2. This obligation does not apply to information that has become public otherwise than through a breach of this Article or that was lawfully known to the receiving party beforehand. It does not prevent disclosure required by law or by a judicial or administrative authority, nor disclosure, to the extent necessary for the Contract, for authorisations, financing or insurance, to employees, advisers, insurers, banks, the Partner Installer, the Manufacturer, carriers, the Customs Representative and the competent authorities, provided that they are bound by an equivalent obligation of confidentiality or by professional secrecy.
28.3. This obligation remains in force for three years after the end of the Contract.
Article 29. Personal data
29.1. The personal data of the Buyer's contact persons are processed by the Seller in accordance with its Privacy Policy for Belgium, accessible on lodgeyard.com.
29.2. Each party acts as an independent controller for the personal data it processes. The Partner Installer and the Customs Representative process the data communicated to them for the purposes of their own contracts with the Buyer.
29.3. The Buyer makes the Privacy Policy available to the members of its staff and representatives whose personal data it communicates to the Seller.
Article 30. Notices
30.1. Formal notices, reservations, notifications of lack of conformity, notifications of termination and other notices under the Contract are given in writing: to the Seller, at contact@lodgeyard.com or at its postal address; to the Buyer, at the e-mail or postal address stated in the Quote.
30.2. A notice may validly be given by e-mail. Each party notifies the other in writing of any change of address.
30.3. Notices may be drafted in French, Dutch or English.
30.4. This Article does not restrict the means of proof available to either party.
Article 31. Assignment and performance by third parties
31.1. Neither party may assign the Contract, or the rights and obligations arising from it, without the prior written consent of the other party, which may not be unreasonably withheld.
31.2. The Seller performs its obligations with the assistance of the Manufacturer, the independent inspector and the carriers. It remains answerable to the Buyer for its own obligations under the Contract, within the limits of Article 24.
31.3. The Seller may replace the Manufacturer designated in the Quote only with the written agreement of the Buyer, in accordance with Article 10.2.
31.4. The Partner Installer is not a subcontractor of the Seller. It acts under its own contract with the Buyer.
Article 32. Language
32.1. These Terms and the Contract are drawn up in French. The English and Dutch versions are translations provided for information, so that the Buyer may read these Terms in the language of its choice. In the event of divergence, the French version prevails.
32.2. The Seller has no establishment or operating seat in Belgium. The Belgian legislation on the use of languages in the documents of undertakings (Flemish Decree of 19 July 1973, Decree of the French Community of 30 June 1982, and Article 52 of the laws on the use of languages in administrative matters coordinated on 18 July 1966) applies to undertakings having their seat or an operating seat in the language region concerned, and concerns the documents prescribed by law and the relations with their staff. Outside those cases, the use of languages is free (Article 30 of the Belgian Constitution). The choice of French is consistent with the law and the court chosen in Articles 33 and 34.
Article 33. Governing law
33.1. The Contract is governed by French law, including the CISG. Matters not settled by the CISG are governed by French law.
33.2. This choice does not deprive either party of the protection of overriding mandatory provisions applicable under Article 9 of Regulation (EC) No 593/2008 (Rome I).
33.3. The effects of the retention of title with regard to third parties are governed by the law referred to in Article 20.5.
Article 34. Jurisdiction
34.1. Any dispute relating to the formation, performance or termination of the Contract falls within the exclusive jurisdiction of the Tribunal des activités économiques de Paris (Economic Activities Court of Paris), or of any court that succeeds to its jurisdiction, even in the event of multiple defendants or third-party proceedings.
34.2. This clause is agreed in writing within the meaning of Article 25 of Regulation (EU) No 1215/2012 (Brussels I bis).
34.3. This clause does not prevent either party from applying to any competent court for provisional or protective measures, in accordance with Article 35 of that Regulation.
34.4. Before bringing proceedings, either party may submit a written complaint to the other with a view to an amicable settlement; the Seller receives complaints at contact@lodgeyard.com. That step is optional and does not affect any time limit.
Article 35. General provisions
35.1. Severability. If a stipulation of the Contract is held to be void or unenforceable, in particular under Article VI.91/6 of the Belgian Code of Economic Law, it is deemed not to have been written, and the remainder of the Contract remains in force if it can subsist without that stipulation. The parties then negotiate in good faith a valid stipulation.
35.2. No waiver. The fact that a party does not exercise, or delays in exercising, a right under the Contract does not constitute a waiver of that right.
35.3. Entire agreement. The Contract, made up of the documents listed in Article 7, expresses the entire agreement of the parties concerning its subject matter and supersedes prior proposals and exchanges. This stipulation does not exclude liability for fraud.
35.4. Amendments. Any amendment to the Contract is made in writing and signed by both parties.
35.5. Independence. The parties are independent contractors. The Contract creates no partnership, agency or employment relationship. The Partner Installer, the Manufacturer and the Customs Representative are not agents of the Seller.
35.6. Survival. Articles 14, 16, 20, 22 to 24, and 27 to 34 survive the termination or expiry of the Contract to the extent necessary for their purpose.
35.7. Signature. The Quote may be signed by hand or by electronic signature. An electronic signature has the effects attributed to it by Regulation (EU) No 910/2014 (eIDAS). A signed copy of the Quote sent by e-mail is admissible as evidence of the signature.
35.8. Versions. This version 2.0 of 25 October 2026 applies to Quotes issued for Belgium from that date. The version applicable to a Contract is the one attached to the signed Quote. The Seller may publish new versions; they apply only to Quotes issued after their publication and never modify a Contract already formed without the written agreement of the Buyer. Contracts formed under version 1.2 of 24 October 2026 remain governed by that version.