Terms & Conditions

ART. 1 – ORDER CONFIRMATION

1.1. Our general terms and conditions of sale apply to all agreements concluded by or with our company, to the exclusion of the terms and conditions of sale of our co-contracting party, unless expressly agreed otherwise in writing by us.

The sales contract shall only be concluded after written confirmation by the seller. A commencement of performance shall be regarded as confirmation, unless it is made subject to reservations. Orders taken by a representative or an employee of the seller shall only be valid after written confirmation by an authorized person.

Unless otherwise expressly agreed, our offers are valid for only one month.

1.2. Any cancellation of the order must be in writing. It shall only be valid if accepted in writing by the seller. In the event of cancellation, the customer shall owe a fixed compensation of 10% of the price of the order, subject to proof of greater damage by the seller. This compensation covers the fixed and
variable costs and possible loss of profit.

1.3. The application of these general terms and conditions is accepted by the customer by the mere fact of concluding the agreement or accepting a delivery.

ART. 2 – DESCRIPTION OF THE GOODS TO BE DELIVERED

2.1. The goods shall be delivered as specified in the order form or on the front of the invoice.

ART. 3 – PRICE

3.1. The price is the one indicated in the specifications, unless the seller is forced to adjust it to the evolution of its fixed and/or variable costs as a result of changes in its structure (raw materials, wages, energy, etc.). Any price revision shall be carried out in accordance with the legally permissible
standards.

In this case, the new price mentioned on the front of the invoice shall apply.

3.2. Our prices are quoted in EURO and are always exclusive of VAT. Any increase in the VAT rate in the period between the order and the delivery shall be borne by the purchaser. Orders are invoiced at the prices and conditions in force at the time of acceptance of the order.

3.3. The costs of transport, delivery and insurance shall be borne by the Buyer.

3.4. Any additional services, such as crane work, power supply, etc. shall be invoiced separately.

3.5. Waiting times attributable to the fact that, outside our responsibility, delivery cannot take place at the agreed time, will be charged at the then current (gross) labour costs, increased by the cost resulting from the forced unavailability of our materials and vehicles.

3.6. In principle, deliveries are made on the ground floor. If deliveries have to be made on a higher floor or in a basement, additional costs may be charged.

ART. 4 – DELIVERY TIMES

4.1. The goods shall be delivered within the period stated on the order form, taking into account the usual tolerances specific to the nature of the industry or trade.

If the purchaser is required to collect the goods and is in default of doing so, a storage fee may be charged. Meanwhile, the Buyer bears the risk.
The delivery periods are only given by way of information and are therefore not binding unless explicitly agreed upon by the parties.

A delay in execution can never be a reason for compensation or dissolution of the agreement.

ART. 5 – INSPECTION AND GUARANTEE

5.1. The Buyer should take receipt of the goods immediately and check them. Complaints must be notified to the seller by registered letter within 15 days after delivery or processing.

5.2. The Supplier shall not be held responsible for problems resulting from the incorrect and/or improper use of the product, problems resulting from force majeure, and problems resulting from the act or intentional fault of any person, including the Buyer or his agents.

5.3. Hidden defects may only give rise to compensation if they have been detected with all possible speed and have been reported within 15 days by registered letter and the goods have not been handled or processed in the meantime.

5.4. The possible compensation shall not exceed the price of the goods.

5.5. Visible defects or damage must, under penalty of cancellation, be reported at the latest within five days after delivery by reasoned registered letter. The use, even of a part of the delivery, implies the approval of the visible defects or damage.

ART. 6 – TRANSFER OF OWNERSHIP AND DELIVERY

6.1. The delivered goods shall remain the property of the Seller until full payment of the principal, costs and interests.

6.2. Delivery shall be at the risk of the Buyer, who should insure himself against possible damages. The risk shall pass to the Buyer from the moment the goods leave the seller’s warehouse.

6.3. The Buyer shall inform the seller if the goods are placed in a space rented by the Buyer and, if necessary, disclose the identity and place of residence of the lessor of this space.

6.4. The Buyer who wrongfully refuses to accept or take delivery of the goods offered must pay the resulting costs, such as storage costs and freight charges, regardless of any other compensation including the agreed price, interest and flat-rate increase due to the seller.

ART. 7 – PAYMENT

7.1. Ivoices are to be paid by bankwiring the amount due.

7.2. Unless stated otherwise on the invoice, the price is payable within thirty days of the issued invoice date.

7.3. The amount of the invoice must be paid net. Debt rate and bank charges shall be borne by the Buyer.

7.4 In the event of late payment or non-payment, the provisions of the Act of 2 August 2002 on late payments in commercial transactions shall apply.

7.5. Any non-payment of an invoice on the due date or any default in payment shall render all invoices, even those not yet due, which have already been drawn up and forwarded to the client at that time, enforceable and shall automatically render void any payment facility or cash discount for the future.

7.6. Without prejudice to the provisions of Article 5.1, in the event of dispute the invoice must be protested within 15 days of receipt by registered letter. days after receipt of the invoice by registered mail. Otherwise, no further complaints by the buyer will be accepted.

ART. 8 – SUSPENSION AND DISSOLUTION

In the event of non-payment on the due date, in the event of non-payment for any reason whatsoever, or in the event of non-compliance with even one contractual obligation, we reserve the right to

• either unilaterally suspend the execution of all current orders, and this after prior notice of default, which has not been acted upon within eight days, and without this being able to give cause for the co-contracting party to claim damages, but without prejudice to our right to
claim damages;
• or to unilaterally dissolve the contract, without prior judicial authorisation and after prior notice of default, which has not been acted upon within fifteen days, without prejudice to our right to claim damages.

ART. 9 – GUARANTEES

If the seller’s confidence in the Buyer’s creditworthiness is shaken by late payment or non-payment, by acts of judicial execution against the Buyer and/or other demonstrable events which question the confidence in the proper execution of the commitments undertaken by the Buyer and/or make it impossible, the seller reserves the right to demand suitable guarantees from the Buyer. If the Buyer refuses to do so, the seller reserves the right to cancel all or part of the order, even if all or part of the goods have already been dispatched. In such a case, the amount referred to in article 1.2 shall be
payable by way of compensation, without prejudice to the payment for any delivery already made in part.

ART. 10 – FORCE MAJEURE

Each case of force majeure or coincidence releases our company from any obligation whatsoever, without our co-contracting party being able to claim compensation.

In case our company is dependent for the fulfillment of its obligations, for example, on the deliveries
by a third company, these provisions are also applicable in case of force majeure or coincidence on the part of this third party, if the fulfillment of our obligations would be delayed or prevented as a result.

The following situations, among others, are considered as force majeure: accidents, breakage of materials, exceptional weather conditions, fire, strikes, lock-out, theft and exceptional traffic hindrance.

ART. 11 – REPLACEMENT CLAUSE

In the event that the Supplier fails to fulfil its contractual obligations or fails to do so on time, the other party shall in no case be entitled to have the contract carried out further by a third party. Articles 1143 and 1144 of the Civil Code are not applicable in this regard.

ART. 12 – DEFAULT CLAUSE

12.1. It is expressly agreed that in the event of late payment of the invoice on the due date as described in articles 7.1 and 7.2, an increase shall be due automatically and ipso jure by simple expiry of the term and without any reminder being required, which increase shall be set at X % of the invoice amount, such apart from the compensatory interest and any legal costs.

12.2. Invoices not paid on the due date shall, as from that moment and without notice of default, be subject to and assimilated to the legal interest rate plus 2% in force at that moment, without prejudice to the effect of article 12.1.

In the event of non-payment of interim invoices, we also reserve the right, without prior notice, to halt further work or deliveries until we have received payment of these interim invoices. The latter without us being liable for any compensation on account of damage or delay and without prejudice
to the right to compensation on our part.

Every non-timely payment or default in payment shall also render all invoices already sent payable in full, without notice of default being required, and in addition every permitted payment facility or discount shall lapse by operation of law, both for the past and for the future.

If the ordered or purchased goods are not collected immediately or at the agreed time, the seller shall be entitled, without prior notice of default, to regard the purchase as cancelled, irrespective of the seller’s right to compensation.

If a party has ceased payments, has been declared bankrupt or has requested a judicial reorganisation, the Supplier reserves the right to unilaterally dissolve the agreement without notice of default, regardless of the right to compensation on the part of the Supplier.

ART. 13 – PROVISIONS ON THE DURATION, CONTINUATION AND TERMINATION OF THE CONTRACT

13.1 The continuation of the agreement (of fixed duration)

If the fixed-term agreement has not been terminated by the end of the agreed end date, and is continued after the expiry of the agreed term, it shall be assumed, unless otherwise agreed in writing, that the parties have agreed to extend the agreement by the same term as the original one and under the same conditions as originally agreed.

13.2 Termination clause in a fixed-term contract
The present fixed-term agreement may be terminated by either party at any time for any reason by registered letter. The terminating party must observe a notice period of 1 month which is calculated from the date of the postmark of the registered letter. The terminating party party shall, in consideration of this possibility of cancellation, owe the other party a compensation of 3 months.

ART. 14 – REVISION CLAUSE

The prices quoted by the Supplier are inclusive of taxes and costs and are given for information purposes, are based on the current hourly wages and purchase prices of materials, and can be adjusted in the same proportion in the event of changes, with a maximum of … %. The burden of proof of the price increase shall lie with the Supplier.

The prices quoted by the seller are for information purposes only and may be adjusted in accordance with the formula which calculates the ratio between the purchase price at the time of the order and the purchase price at the time of delivery.

ART. 15 – STIPULATIONS REGARDING PROOF

Our general terms and conditions apply to all our transactions. Deviation from them is only possible with our explicit written consent. The general terms and conditions of our co-contracting party are expressly excluded.

In the absence of proof to the contrary, our invoices are deemed to have been received at the latest three days after the invoice date.

If an order or instruction is passed on by telephone and recorded by us, this recording can be used as proof.

ART. 16 – PAYMENT MODALITIES

In the event of late payment or non-payment, the provisions of the Act of 2 August 2002 on late payments in commercial transactions shall apply.

Our invoices are payable within thirty days of the invoice date into our account number …. (IBAN BIC and the payment must mention the details of our invoice (such as invoice number and invoice date).

ART. 17 – QUADRANGLE CLAUSE

To be included on the order form or in the agreement and, if necessary, to be repeated in invoice conditions at a later date (so that the same conditions are always used and discussion about applicability is avoided).

The parties confirm that their final agreement is fully contained in the document or documents signed by both parties, which replace all previous verbal or written discussions, proposals or agreements. Any subsequent amendments must be made in writing and signed by both parties.

ART. 18 – NULLITY

The nullity of one or more clauses of the agreement does not imply the nullity of the rest of the agreement.

The parties undertake to replace the null and void clause(s) with a legally valid clause or clauses that will correspond to the original intention of the parties and the spirit of the agreement, or come as close as possible to it.

ART. 19 – APPLICABILITY

This aspect has already been included in the evidence clauses discussed above (Article 16) and is repeated here for the sake of completeness.

Our general terms and conditions apply to all our transactions. Deviation from these is only possible with our explicit written consent. The general terms and conditions of our co-contracting party are
expressly excluded.

Our general terms and conditions apply to all our transactions. They may only be deviated from with our express written consent. The applicability of these general terms and conditions shall be deemed to have been accepted when the work is started, the order is placed, or the assignment is executed.

ART. 20 – PERIOD OF VALIDITY OF THE OFFER

Our offers are only valid for one month.

Offers made by our representatives are only binding after written confirmation by our competent bodies.

Our offers are without obligation and cannot bind our company and are only final after they have been signed by the customer and subsequently by our competent bodies.

ART. 21 – GUARANTEE

For the goods delivered or produced by us, a guarantee for hidden defects applies during a period of 1 months, insofar as

• the defect makes the goods seriously unsuitable for the use for which they are usually intended or for the special use expressly agreed upon in writing at the time of entering into the agreement;
• the goods have been assembled in a professional manner;
• the goods have been used normally or at least in the special circumstances expressly agreed in writing at the time of entering into the contract;
• the defects were reported to us by registered letter within a reasonable period of time after the defect was discovered or should have been discovered.

In any case, our guarantee is limited to the repair (parts and labor) or replacement of the defective good free of charge. This cannot give rise to the dissolution of the agreement or to the payment of damages by us, for any reason whatsoever.

In the event of hidden defects, the defective goods must be returned to our premises by the customer at his own expense and risk. If the complaint appears well-founded, the good will be returned to the client after repair or replacement at our expense.

The guarantee provided by us shall lapse if the client presents the goods to a third party for repair without the prior written consent of the seller.

The guarantee for defects provided by us does not extend beyond the guarantee provided to us by our Supplier(s).

ART. 22 – RETENTION OF TITLE – RIGHT OF RETENTION

The delivered goods remain the exclusive property of the Supplier until full payment of the purchase price, plus any costs and interest, has been received, even if these goods have been incorporated or modified the event of one late payment and/or non-payment.

ART.23 – FORCE MAJEURE AND REVISION

23.1. Force majeure

We reserve the right to regard the agreement as dissolved by operation of law and without prior notice of default and we cannot be held liable if we are unable to continue to perform the agreement, such as, and not limited to, in the event of force majeure, strikes, lock-outs, riots, mobilisation, fire,
epidemics, (serious) illness, floods, natural disasters, government measures, bankruptcy of our Supplier, armed robbery, and (unavoidable) defects in our production chain.

We reserve the right to regard the agreement as dissolved by operation of law and without prior notice of default, and we cannot be held liable in the event of bankruptcy, apparent insolvency, or any change in the legal situation of the [ purchaser | client ].

If we are unable to continue the execution of the agreement due to force majeure for a period of more than three months, we reserve the right to regard the agreement as dissolved by operation of law and without prior notice of default, and we cannot be held liable.

23.2. Importation

In the event of a fundamental change in circumstances and/or conditions, which cannot be attributed to the affected party and as a result of which the contractual obligations of this party would become unreasonably onerous, the parties undertake to renegotiate the terms of the contract with a view to jointly finding a fair solution for the continuation of the contract. The aim here is to achieve a balance between the contractual obligations of the parties similar to the balance that existed when the agreement was entered into.

In the event that the parties cannot agree on whether or not fundamental changes to the circumstances and/or conditions as referred to in the previous paragraph have occurred, both parties shall appoint an expert who shall mutually verify, possibly assisted by a third party, whether or not
such circumstances or changes have occurred.

In the absence of a positive response from one party to renegotiate within one month after the other party has requested to do so by registered letter, the party that gave notice of default shall be entitled to apply to the competent court.

In the absence of a positive response from one party to renegotiate within one month after the other party has requested this by registered letter, the party found to be in default shall be entitled to terminate the agreement by registered letter, subject to observance of a notice period of 1 month, without being obliged to pay any compensation. months, without being obliged to pay any compensation.

ART. 24 – DISPUTE RESOLUTION

24.1. In the event of a dispute, only the courts of the place of residence of the Supplier shall be competent.

24.2. All costs related to the recovery through the courts, including the fees of counsel, shall be borne by the Buyer.

24.3 All our contracts shall be governed by Belgian law, to the exclusion of the Vienna Sales Convention and any other international regulation the exclusion of which is permitted.