All our sales, deliveries, works, and services are governed exclusively by the following general terms and conditions. Any other or conflicting terms and conditions of the customer shall be considered as unwritten and are therefore not applicable to our sales, deliveries, works, and services, unless they are expressly accepted by us in writing. Our silence can under no circumstances be interpreted as an acceptance of other terms and conditions.
Deviations from our general terms and conditions are only valid if they have been expressly accepted by us in writing.
If any provision of our general terms and conditions is annulled (or proves to be void) or must be deemed unwritten, this shall not affect the validity of the remainder of the agreement.
Our quotations are, unless expressly stipulated otherwise, entirely without obligation. The agreement is only concluded after signature of the order confirmation by both parties. Orders received by our staff are only valid after written confirmation by an authorized person who can bind our company to this effect.
The prices stated in the quotation or order confirmation apply. If the quotation or order confirmation does not state any prices, the actual prices we apply at the time of the quotation or order confirmation shall apply.
Notwithstanding the foregoing, we reserve the right to adjust prices at any time to compensate for any necessary increase in our own costs, including, but not limited to, an increase in costs resulting from: (i) an increase in the price of raw materials, goods or services required to produce the goods, as well as an increase in the price charged by our own suppliers regarding goods that we must deliver to the customer, including an increase in personnel costs; (ii) changes in the type, design, quality, packaging, shipping and delivery methods or other specifications regarding the goods in the quotation or the order confirmation; (iii) volume shortages; and (iv) unexpected events beyond our reasonable control that hinder our performance of the agreement.
The customer can only cancel an order or assignment by registered letter and as long as the preparation for the work to be performed or services to be provided by us has not started and/or as long as the goods to be delivered or used by us have not yet been ordered or have not yet gone into production. In the event of cancellation, the customer undertakes to pay a cancellation fee within eight days of cancellation, which is fixed at 20 % of the total amount of the order or assignment, on the understanding that we can prove the actual damage by all legal means if it amounts to more. Once the preparation of the work to be performed or services to be provided by us has started and/or the goods to be delivered or used by us have been ordered or have gone into production, we can no longer accept any cancellation.
The delivery or execution period in the quotation, order confirmation, or any other contractual document is, unless expressly agreed otherwise, purely an estimate and is therefore not binding upon us. The customer acknowledges that compliance with such delivery or execution period depends on the timely receipt of raw materials, goods, and services from our suppliers and the necessary information from the customer. Consequently, we have the right to adjust that delivery or execution period at any time without entitling the customer to any damages or compensation whatsoever.
Delay in delivery or execution can likewise never give rise to delay penalties, damages, or dissolution of the agreement to our detriment, except in the case of intentional fault or gross negligence on our part.
However, any delay in execution of which we become aware will be communicated to the client as soon as possible.
Changes to the order or assignment by the customer automatically result in the forfeiture of the previously estimated delivery or execution period.
Delivery shall take place either, in the event of transport of the goods by or on behalf of us, upon handing over of the goods to the customer at the contractually agreed place of delivery, or, in the event of collection of the goods by the customer, upon receipt of the goods by the customer at our warehouses, more specifically our warehouse where the goods that are the subject of the quotation or order are made available to the customer.
From the aforementioned delivery onwards, all costs (transport, insurance, etc.) and risks (including the risk of loss or destruction) relating to the goods shall be entirely for the customer's account.
If for any reason we fail to deliver the goods to the customer at the contractually agreed place of delivery, we have the right to deliver the goods and sign the delivery documents at our discretion or to store the goods until their actual handover, both at the risk and expense of the customer, without us being held further liable for this. In any event, the risk of damage to or loss of our goods shall be transferred to the customer at the time when delivery should have taken place.
The customer must immediately subject the goods upon delivery and the works upon execution to a normally attentive inspection. Any visible defect or any non-conformity between the goods ordered by the customer and the goods delivered or work performed by us must be reported to us by registered letter upon delivery or at the latest 5 working days after delivery, with a clear description of the identified problems. If the customer does not report visible defects or non-conformity (in a timely manner), they accept the delivered goods or performed work and can no longer hold us liable for these defects or this non-conformity.
However, we cannot be held liable for any color variations in the delivered goods.
Unless explicitly agreed otherwise, we are not deemed to have knowledge of the specific use, deviating from normal use, that the customer will make of the delivered goods and therefore we cannot be held liable for this. Solely the customer is liable for the specific use they make of the delivered goods.
Warranty for hidden defects is granted for a period of two years from delivery. Furthermore, under penalty of forfeiture of the claim, hidden defects must be reported by professional customers within 10 working days of discovering the defect. Consumers or private customers have a period of 2 months after discovery to report the defect. Every complaint must be made by means of a registered letter. Finally, no legal action for hidden defects may be brought against us later than one year after the discovery of the defect.
However, under no circumstances can we be held liable for the colorfastness of the goods supplied by us, as color variations over time are always possible.
The warranty against hidden defects applies solely to the benefit of the original buyer or client and is therefore non-transferable.
The customer may return purchased but unused goods to us on the condition that:
Only if all the aforementioned conditions have been met will we proceed with the actual return of the goods and will we issue a credit note to the customer within 15 days of the return for an amount of a maximum of 90 % of the purchase price of the returned goods. The remaining balance of 10 % of the purchase price constitutes compensation for the handling and processing costs that we incur as a result of the return (e.g., for inspecting and restocking the returned goods) and is therefore not credited.
However, as soon as any of the aforementioned conditions are not met, we have the right to refuse the return/refund of the sold yet unused goods, without this giving the customer any right to a forced repurchase of the goods and/or compensation for damages.
The liability that we may incur as a result of the non-fulfillment of an obligation under the agreements concluded by us stems from a best-efforts obligation.
In any case, we can only be held liable in the event of fraud or a gross failure regarding one of the essential obligations by ourselves or one of our agents.
Furthermore, we cannot bear any liability for damages that the customer might suffer as a result of claims or demands from third parties, nor for any indirect damages that the customer might suffer as a result of the non-fulfillment of the agreement, such as, for example, rescue costs, remediation costs, damage to reputation and image, additional personnel costs, loss of clientele, loss of profit, financial and commercial loss, consequential loss, business interruption, etc. Nor can we be held liable for damage resulting, or at least partly resulting, from the fact that the customer has not installed or mounted the goods delivered by us in accordance with the installation instructions of us or our suppliers, or damage resulting, or at least partly resulting, from the fact that the customer has not used or applied the goods delivered by us in accordance with the user instructions of us or our suppliers. Finally, we cannot be held liable for damage to goods other than those delivered by us in execution of the relevant agreement, nor for damage that must necessarily be inflicted on such other goods, products, or works in the context of the repair or replacement of any defective goods delivered by us. Nor can we be held liable for damage attributable to goods delivered by us if this damage is partly caused by a fault of the customer or if this damage is intentionally caused by the customer.
Our liability is in any case always and irrevocably limited to a maximum of the value of the relevant agreement or, more specifically, the value of the goods delivered by us, the works performed by us, or the services rendered by us, excluding VAT and costs, whereby we always reserve the right to either carry out the necessary replacement deliveries or replacement works, or to reimburse the value thereof.
In any case, our liability for the delivery of goods that we purchase ourselves from our suppliers shall be limited to the potential liability of those suppliers themselves. Furthermore, for such deliveries, we can in no way be held liable if the potential liability of the supplier itself cannot (or can no longer) be invoked for any reason whatsoever (such as, for example, in the event of the supplier's bankruptcy).
In the context of requests for quotation, based on technical information provided by the customer, we sometimes perform technical calculations that are necessary to arrive at a correct product selection within the framework of the quotation. These calculations are entirely part of the preparation of a quotation, are purely informative and without any guarantee, and are subject to review and approval by the customer's internal engineering department or external design office. By placing the order, the customer not only acknowledges the accuracy of these calculations and the product selection based thereon, but also definitively and irrevocably waives any and all potential claims, in law or otherwise, against us due to inaccuracies in the aforementioned calculations and/or product selection and any resulting damage whatsoever.
Until the complete satisfaction of all claims arising for us from the agreement with the customer, the delivered goods, even in the event of mixing, processing, incorporation, or resale, shall remain our property at the customer's risk, and can therefore, in the event of non-payment or untimely payment by the customer, be reclaimed and repossessed by us without any formality.
Notwithstanding this explicit retention of title, all risks concerning the goods are transferred to the customer from the delivery as defined in art. 5.
All invoices are payable in cash, barring explicit agreement to the contrary, specifically by bank transfer to our bank account.
Any invoice that is not paid, or not paid in full, by its due date shall, by operation of law and without prior notice of default, accrue default interest at the rate determined in application of Article 5 of the Act of August 2, 2002 on combating late payment in commercial transactions, from the due date of the invoice until the date of its full payment.
In the event of total or partial non-payment of the invoice by the due date, without a serious reason, the balance due will be increased by operation of law and without prior notice of default by 10,0% as a flat-rate compensation, up to a maximum of €3,000.00, even if terms of grace are granted.
The non-payment on the due date of a single invoice shall render the outstanding balance of all other invoices, even those not yet due, immediately due and payable by operation of law.
We also reserve the right to suspend the execution of an order or assignment as long as the customer has not fulfilled all their payment obligations under the relevant agreement or any other agreement between the parties, even if the customer has been admitted to judicial reorganization proceedings or any similar procedure.
We reserve the right to consider the agreement with the customer terminated by operation of law and without prior notice of default to the detriment of the customer in the event of bankruptcy, judicial reorganization, suspension of payments, or apparent insolvency of the customer, as well as in the event of any change in the legal form of the customer.
In the event of non-fulfilment by the customer of their payment obligation towards us, we reserve the right, on the one hand, to suspend the further execution of the specific or any other agreement with the customer until full payment by the customer of all arrears and, on the other hand, to consider the agreement dissolved by operation of law and without prior notice of default at the expense of the customer.
For all cases in which the agreement with the customer is terminated to the customer's disadvantage, the customer undertakes to pay a termination fee within 8 days, which is fixed at a flat rate of 40 % of the value of the relevant agreement, on the understanding that we can prove actual damages by all legal means if these exceed the flat-rate amount.
In the event of force majeure on our part or on the part of one of the suppliers, the execution of the agreement will be suspended for as long as the state of force majeure makes execution impossible for us, without prejudice to our right to dissolve the agreement without judicial intervention.
Force majeure gives the customer the right neither to dissolution, nor to damages, nor to termination.
Force majeure is understood to mean, inter alia, war, threat of war and civil unrest, threat of terror, impeded measures by domestic and foreign authorities, fire, strikes, machine damage, bankruptcy of a supplier, late delivery by a supplier, strikes at a supplier, staff shortages, transport blockades, lack of means of transport, flooding, lockouts, sabotage, and in general all unforeseen circumstances, both at home and abroad, as a result of which compliance with the agreement can no longer reasonably be expected of us.
The agreements are concluded in Ghent and are exclusively subject to Belgian law.
Any dispute that may arise regarding the interpretation or execution of the agreement falls under the exclusive territorial jurisdiction of the Enterprise Court of Ghent, Ghent division, or the Court of First Instance of East Flanders, Ghent division, or the Peace Court of the fourth canton of Ghent, unless we choose to bring the dispute before the court of the customer's domicile or registered office.
In accordance with the Law of December 8, 1992 on the protection of privacy in relation to the processing of personal data, the customer gives us unambiguous consent to include all obtained personal data in a file and to process it. As provided for in the Law on the protection of privacy in relation to the processing of personal data, this file has been registered with the Commission for the Protection of Privacy. The personal data provided in this manner are exclusively intended for internal, commercial, and marketing use. They may be shared with other companies that are directly or indirectly connected to us for commercial prospecting. If the customer does not wish this, they can send a simple letter to us stating their name, address, and customer number.
