General Terms and Conditions

1. SCOPE OF APPLICATION

1.1  These general terms and conditions (hereinafter the “GTC”) apply to all agreements concluded by us and the customer.

1.2  Unless we have given our prior written consent, every agreement is governed by the special conditions contained in the order accepted by us or in the quotation accepted by the customer, together with these GTC, to the exclusion of any general terms and conditions of the customer, regardless of any provision in the customer’s documents. In the event of a conflict between the GTC and the special conditions of the agreement concluded between us and the customer, the special conditions of the agreement shall prevail, and the GTC shall have a supplementary effect.

1.3  We reserve the right to make changes at any time to our products, prices, and these GTC, in particular in the event of changes in regulations or market fluctuations.

1.4  The fact that we do not invoke one of the provisions of the GTC at a given time may not be interpreted as a waiver of the right to invoke any of the provisions at a later time.

2. QUOTATIONS AND ORDERS

2.1  Only orders made in writing (including by email) are accepted. We are not bound by orders until they have been accepted in writing or until we begin performing them.

2.2  Every order must contain all the information we need to analyze the order and its feasibility.

2.3  Our quotations are purely informative and valid for the period stated therein. In the absence of such a period, the quotation shall be valid for a period of thirty calendar days.

2.4  The drawing up of quotations and price estimates, including the estimation of quantities, is a free service that we provide and is based solely on the known data provided to us by the customer, the average degree of difficulty, and cost structure.

2.5  We can never be held liable for any miscalculations in quantities and/or pricing. The customer must at all times check the calculation made by us against its own calculations and against the specific situation on site. Additional wishes of the customer, unforeseen circumstances, additional works, additional difficulties, etc. are not included in the price.

2.6  Except with our written consent, an order may not be cancelled, in whole or in part, or unilaterally amended by the customer once we have accepted the order.

3. PRICE

3.1  Products and/or services are sold at the rate in effect at the time of the order, unless expressly agreed otherwise in writing.

3.2  Our prices are exclusive of taxes, duties, and costs of any kind whatsoever, unless expressly agreed otherwise in writing.

3.3  Transport costs, storage costs, insurance costs, etc. are not included in the price, unless expressly stated otherwise.

3.4  We reserve the right to revise prices if the relevant prices of materials, wages, and/or energy have increased by more than 5% between the acceptance of the order and/or the quotation and the performance of the work or the delivery of the goods.

4. DELIVERY AND PERFORMANCE

4.1  The customer accepts that all our obligations towards the customer are best-efforts obligations, unless expressly agreed otherwise. Unless expressly stipulated otherwise, delivery and performance periods specified by us are purely indicative and not binding.

4.2  Unless expressly agreed otherwise, the delivery of goods always takes place Ex Works Temse as defined under Incoterms 2020. The customer always bears the risk of the transport of goods, even if we bear the transport costs, unless a different Incoterm is expressly specified in the special conditions of the quotation, order, or agreement.

4.3  Exceeding the delivery or performance period can only give rise to damages or any other sanction against us if this has been explicitly agreed in writing and after formal notice has been given by registered letter. The total amount of any compensation for delay damages is always limited to a maximum of 5% of the invoice amount excluding VAT.

4.4  We can under no circumstances be held liable for late delivery or performance due to force majeure, a fault of the client, other circumstances beyond our control, such as, for example, stock interruptions, late performance and/or completion by previous contractors, or any other circumstance whereby delivery or performance is disrupted beyond our will.

4.5  The customer is exclusively responsible for obtaining, in a timely manner, the permits necessary for the performance of the agreement, including but not limited to environmental and urban planning permits.

5. PAYMENT

5.1  Our invoices are deemed accepted if no registered letter of protest is sent within 8 days of notification thereof.

5.2  All our invoices are payable within the payment term stated therein and to the account number stated therein.

5.3  Non-payment or partial payment of an overdue invoice renders all invoices owed by the customer immediately due and payable and voids any discounts that may have been granted.

5.4  In the event of non-payment of invoices, late payment interest shall be due by operation of law and without prior formal notice from the due date, at the interest rate applicable pursuant to the Act of 02/08/2002 on combating late payment in commercial transactions (as amended from time to time), increased by 2% per year, with a minimum of 10% per year, until full payment of the amount due; as well as a fixed compensation of 10% of the outstanding amount, with a minimum of EUR 100 and a maximum of EUR 1,250 for collection costs. Where the collection costs incurred by us are higher than the amount of this fixed compensation, we reserve the right to claim additional compensation upon presentation of the corresponding evidence.

5.5  Late payment of invoices entitles us to suspend the agreement, at the customer’s risk. Late payment of invoices also constitutes a serious breach of contract, on the basis of which we may declare or claim dissolution of the agreement.

6. PAYMENT GUARANTEE

In case of doubt about the creditworthiness of the customer, we have the right to demand business or personal guarantees/securities or an advance payment, either before or during the performance of the agreement, even if the granting of guarantees or an advance payment was not provided for in the agreement.

The customer must provide these guarantees or the advance payment within the reasonable period stated in the registered letter sent to it by us for that purpose.

7. COMPLAINTS, WARRANTIES AND LIABILITY

7.1  Disputes concerning the delivery of goods or the completion of works must be raised within 8 days of delivery/completion. We are not liable for visible defects reported after this period. Use of the work shall be deemed to constitute completion.

7.2  Unless expressly agreed otherwise in writing, we provide no warranties regarding the delivered products and the work performed, and we do not guarantee, among other things, that such goods or works are fit for a particular purpose (“fitness for purpose”).

For delivered products, our warranty and indemnification obligations regarding defects in any case do not extend further than those of our suppliers.

We are not liable for products or works with a non-substantial deviation in color, dimension, and so on (without intending to be exhaustive) that has no impact on the functionality and operation of the product or work.

Our liability for any hidden defects in the goods delivered by us or the works carried out by us is limited to defects that manifest themselves within 12 months of delivery/completion thereof.

Any hidden defects must, on pain of forfeiture of recourse, be reported to us in writing immediately and at the latest within eight working days after the customer discovers the defect or should reasonably have discovered it, and in any event still within the aforementioned 12-month period from the date of delivery of the goods or completion of the works. The notification must contain a detailed description of the defect.

Finally, we disclaim any liability for a defect in each of the following cases (non-exhaustive list):

(i) if the products or works have been transformed, modified, or used under conditions that do not comply with the state of the art; or

(ii) if the damage is due to negligence on the part of the customer, or to incorrect conditions of storage, handling, or use;

(iii) if the customer or a third party makes modifications or carries out repairs to the delivered products without our prior written consent;

(iv) if the customer did not immediately take all necessary measures to limit the damage caused by a defect;

(v) if the customer prevents us from remedying a defect or making improvements to the product or works;

(vi) if the customer used the products or services for any purpose other than that for which the products or services were intended or suited, or used them contrary to the installation or maintenance instructions.

7.3  In the performance of the agreement, we are only liable for direct damage exclusively attributable to us, to the exclusion of indirect damage such as loss of reputation, personnel costs, missed savings, depreciation of goods, etc., non-material damage, or loss of profit, regardless of the reason for the claim or the legal basis on which this claim for damages is based. Our liability is in any case limited to the amount that will, where applicable, be paid out by our liability insurer and, should our liability insurer unexpectedly provide no coverage, to a maximum of 20% of the invoice value of the products or works that gave rise to the damage.

8. RETENTION OF TITLE

All delivered goods and materials remain our property until the moment of full payment. From the moment of delivery, the customer is responsible for damage to and disposal of these goods. If goods must be shipped, this is done at the customer’s risk.

9. FORCE MAJEURE AND HARDSHIP

9.1  We cannot be held liable if non-performance or delay results from a case of force majeure.

In the event of force majeure, we automatically have the right to suspend ongoing orders or deliveries, or to delay their performance, without any compensation or other indemnity being due. When the force majeure situation lasts longer than 15 days, we reserve the right to cancel our obligations, without any compensation or other remedy for the customer. If, at the time the force majeure situation arises, we have already partially fulfilled our obligations, or if, due to force majeure, we can only partially fulfill our obligations, we are entitled to invoice separately for any part of the products or works already delivered before the force majeure situation arose, and the customer is required to pay this invoice as if it concerned a separate contract.

Force majeure includes, but is not limited to: war, riot, civil unrest, epidemic, acts of terrorism, earthquakes, fire, explosions, storms, floods or other natural disasters, transport disruptions, supply difficulties, shortages of raw materials, strikes or other industrial action, confiscation or other government actions, or, more generally, any other fortuitous event that wholly or partially prevents or delays the timely and/or correct performance of our obligations and that is reasonably unavoidable.

Force majeure cannot justify late payment of our invoices by the customer.

9.2  Unforeseen circumstances that would make the performance of the agreement financially or otherwise more burdensome or difficult than normally anticipated shall give rise to renegotiation of the contractual conditions in order to restore the contractual balance as it existed at the time the quotation was submitted or the order was accepted.

10. TERMINATION OR DISSOLUTION OF THE AGREEMENT

10.1 Without prejudice to any other contractual or statutory right, we reserve the right to dissolve the agreement(s) to which these GTC apply, without judicial intervention, after sending a registered letter that has remained without effect for a period of 5 working days, in each of the following cases:

(i) any failure by the customer to fulfill any of its obligations under the agreement and/or these GTC, including non-payment of one or more invoices when due;

(ii) the customer is in a state of bankruptcy, liquidation, judicial reorganization, dissolution, or cessation of the activity that is the subject of the agreement.

10.2 If the agreement is dissolved to the detriment of the customer or terminated by the customer, the customer is required, in addition to payment of the price for the goods already delivered and/or purchased or the work already carried out and/or delivered, to pay, as fixed compensation, a sum corresponding to 30% of the price of the goods not yet delivered or the work not yet performed, without prejudice to the right to demonstrate the actual damage if higher, and without prejudice to the right to claim additional compensation.

11. PERSONAL DATA

11.1 We undertake to preserve the confidentiality of the personal data communicated to us by the customer and to process it in accordance with applicable regulations.

11.2 The personal data provided to us by the customer is subject to computerized processing and may be used by us and our business partners for the processing, performance, and management of orders. We undertake not to disclose this data to third parties other than our commercial partners responsible for the performance, delivery, and/or payment of orders. However, we may be required to disclose this information in response to an order from the legal authorities.

11.3 Any natural person who proves his or her identity may exercise his or her right of access to, rectification of, and/or deletion of information relating to him or her contained in our databases, upon request sent by post to us at our registered office.

12. LANGUAGE VERSIONS

In the event of a discrepancy between the Dutch-language text and the text in another language of these GTC received by the customer, the Dutch-language text shall prevail.

13. SEVERABILITY

If any provision (or part thereof) of these GTC is unenforceable or contrary to a mandatory statutory provision, this shall not affect the validity and enforceability of the other provisions of these GTC, nor the validity and enforceability of the part of the provision concerned that is enforceable or not contrary to a mandatory statutory provision. In such a case, the parties shall negotiate in good faith to replace the unenforceable or conflicting provision with an enforceable and legally valid provision that corresponds as closely as possible to the purpose and intent of the original provision.

14. DISPUTES

14.1 All our agreements are governed by Belgian law.

14.2 Disputes concerning the performance or interpretation of this agreement fall exclusively under the jurisdiction of the courts competent for the judicial district in which our registered office is located