1. Validity
Our terms and conditions shall apply in full, without any reservations on the part of the customer, to our quotations, order confirmations, agreements, supply of our services, etc.
Placement of an order and/or acceptance of our invoice shall imply the unconditional acceptance of our general terms and conditions by the customer.
2. Orders and agreements
All quotations and information shall be for information purposes and free of any obligation.
The agreement shall only take effect upon our written agreement or when we have started its implementation in accordance with the assignment and/or order issued.
Our representatives are not authorised to grant modifications to the customer unless with the express written agreement of our Managing Director (business manager) or the latter’s authorised representative.
3. Pricing
When placing an order, the customer accepts that we shall be entitled to increase the price agreed if the cost of the wages, social charges and such are, for whichever reason, subject to an increase as a result of government measures since the date of the agreement.
Our prices exclude VAT.
4. Supply of Goods and/or Services
We shall be entitled to suspend or cancel the supply of our services if the customer has not met his payment obligations or if the customer has not met his payment obligations following earlier deliveries of our services.
5. Delivery deadlines
Any delay in delivery or execution shall not result in any entitlement to compensation, nor the dissolution of the agreement.
6. Transport
The goods shipped by any means of transport shall always be transported at the risk and subject to the customer’s liability, even if shipped carriage paid.
The transport or shipping costs shall be borne by the customer unless agreed otherwise.
7. Complaints
Any complaint must be communicated to us in writing within eight days following the final delivery of our service. In the case of on-going orders, any complaint relating to the previous month must be communicated to us in writing within eight days following expiry of the previous month. As soon as this term has expired, we shall be discharged of any liability and the customer shall be deemed to have accepted the service supplied by us.
The fact of submitting a complaint does not in any way discharge the customer from his payment obligation.
We decline any liability for damage or loss caused to third parties.
8. Intellectual Property
We expressly and exclusively reserve the copyright and industrial intellectual property rights to all of our designs, plans, drawings, models, manuals, etc.
However, the customer can obtain the said rights subject to payment of a purchase price at the tariff and terms and conditions to be agreed beforehand between the parties.
9. Guarantee - Liability
We shall not grant any guarantee concerning the admissibility, exclusivity, authenticity, etc. of our designs, plans, drawings, models, manuals, etc.
Therefore, we shall not under any condition be liable for any loss or damage arising from any relevant dispute or claim from the customer or third parties.
10. Use as Reference
Unless expressly agreed otherwise, we shall reserve the right to use the customer as a reference.
11. Force Majeure
If we are unable to meet one or several of our obligations and this as a result of circumstances beyond our control, we shall be entitled to declare, by registered letter and without any legal intervention, the agreement as dissolved in whole or in part, or to suspend its execution in whole or in part, without any obligation on our part to pay compensation.
This relates to circumstances which we could not reasonably have foreseen and over which we have no control. Examples of force majeure are: strikes, lock-outs, transport disruption, fire, shortage of personnel, whether or not due to illness, etc.
12. Betalingen
All our invoices shall be payable within 30 days from date of invoice and this onto the account number stipulated on the invoice, without any discount or deduction.
If exceptional payment terms have been granted, and if the payment terms are not complied with, the total outstanding amount shall fall due immediately and ipso jure.
Any amount which remains unpaid on the due date shall ipso jure and without any prior notice of default be increased with interest at a rate of 12% per annum and compensation of 15% with a minimum amount of €165.00.
The customer shall not have the right to resort to defense of set-off.
In the case of default of payment or partial payment, we shall reserve the right to suspend the execution of the agreement until full payment of the price of the (previous) order(s) or to declare the agreement dissolved in whole or in part without any legal intervention or prior notice of default.
13. Dissolution of the Agreement
We reserve the right to consider the agreement as dissolved ipso jure and without any prior notice of default at the expense of customer, in the case of bankruptcy, obvious insolvency, as well as any change in the legal status of that customer (e.g. merger, spin-off, etc.).
14. Special Terms and Conditions
If the customer is granted special terms and conditions, which differ from our general terms and conditions, these shall not impair the validity and applicability of our other general terms and conditions. Furthermore, the possible nullity of one clause shall not cause all of our terms and conditions and/or agreement to be declared totally null and void.
15. Disputes
Any disputes concerning the agreement entered into or concerning the customer’s order shall be governed by Belgian law and only the courts of Turnhout shall be competent to take cognizance of them.