GENERAL SALES CONDITIONS
Article 1: Applicability Apart from special terms and conditions mentioned on the front of the invoice or order form and signed for agreement by the customer, only the terms and conditions mentioned below apply. Article 2: Offer All offers are without obligation. Price offers are valid until 30 days after date and can be changed unilaterally at any time at the time of acceptance by the buyer. Prices are always quoted exclusive of VAT. Following acceptance by the buyer, the seller will confirm the agreement in writing. The agreement can only be amended by written agreement between the buyer and the seller. If the customer provides information to the seller, the seller may assume that this information is correct and complete and will base its offer on this information. Article 3: Confidentiality All information provided by or on behalf of the supplier to the client (such as offers, know-how, designs, drawings) are confidential and shall not be used by the client for any purpose other than the performance of the agreement. If the client breaches the above obligation, he shall owe an immediately payable fine of €25,000. This penalty may be claimed in addition to damages under the law. Article 4: Delivery time / Execution period A stated delivery time or execution period is indicative. The delivery time or work period will not commence until all commercial and technical details have been agreed, all information, including final and approved drawings, etc., are in the possession of the contractor, the agreed advance payment has been received and the other conditions for performance of the engagement have been met. If there are circumstances other than those known to the supplier when the delivery deadline or work period was specified, or if there is extra work, the delivery deadline or work period will be extended by the time that the supplier deems necessary to carry out the engagement under those circumstances or the time required to supply (or arrange for the supply of) materials and parts for that purpose and to carry out the extra work. Exceeding the delivery period or work period will not under any circumstances entitle the client to damages or to dissolve the agreement. The client indemnifies the Supplier against any claims from third parties as a result of the delivery deadline or work period being exceeded. Article 5: Force majeure A failure to fulfil its obligations cannot be attributed to a contractor if this failure is the result of force majeure. Force majeure means the circumstance that third parties engaged by the client, such as suppliers, subcontractors or carriers or other parties on which the client depends, fail to meet their obligations or fail to meet them in time, weather conditions, natural disasters, terrorism, cybercrime, disruption of digital infrastructure, fire, power failure, loss, theft, road blocks, strikes or work stoppages, import or trade restrictions and the like. Article 6: Price changes The contractor may pass on to the customer any increase in cost-determining factors that occurred after the conclusion of the agreement. The client is obliged to pay the price increase at the contractor's first request. Notwithstanding art.2, the contractor shall at all times be able to unilaterally adjust prices as a function of a substantial change in the prices of raw materials or other costs relating to the execution of the works. Article 7: Delivery and transfer of risk Delivery takes place the moment the contractor makes the goods available to the customer at his premises and the customer has notified the contractor that the goods are at his disposal. The client shall bear the risk of storage, loading, transport and unloading from that moment, among other things. The customer and the contractor may agree that the contractor shall arrange for transport. In that case too, the risk of, inter alia, storage, loading, transport and unloading shall be borne by the customer. The Ccient may insure himself against these risks. Article 8: Additional work Changes to the work shall in any case result in additional work if: There is a change in the design, specifications or contract documents if the information provided by the client does not correspond to reality or estimated quantities deviate by more than 5%. Additional work is calculated on the basis of the price-determining factors applicable at the time the additional work is carried out. Client shall be obliged to pay the price of the additional work at the contractor's first request. Article 9: Completion of the work The work shall be considered completed in the following cases: if the client has approved the work, if the work has been put into use by the Client, if the client does not approve the work on the grounds of minor defects or missing parts that can be repaired or delivered within 30 days and which do not prevent the work from being put into use. If the customer does not approve the work, he shall be obliged to give reasons and notify the contractor in writing. The customer shall give the contractor the opportunity to complete the work. The client shall indemnify the contractor against third-party claims for damage to parts of the work that have not yet been completed that is caused by the use of parts of the work that have already been completed. Article 10: Liability In the event of attributable failure, the contractor shall still be obliged to fulfil his contractual obligations. Article 11: Warranty and other claims Unless otherwise agreed in writing, the contractor warrants the proper performance of the agreed performance for a period of six months after delivery or completion, as detailed below. If the agreed performance has not been carried out properly, the contractor shall, within a reasonable period of time, choose whether to carry it out properly or credit the customer for a proportionate part of the order price. If the contractor chooses to carry out the performance, he shall determine the manner and time of performance. If the order consisted of processing material supplied by the customer, the customer must redeliver this material at his own expense. Parts to be repaired or replaced by the contractor must be sent to him by the customer. The following will be for the account of the customer: all transport and shipping costs, costs of (dis)assembly and travel and accommodation expenses as well as travel time. The contractor shall not be obliged to fulfil the guarantee until the customer has fulfilled all his obligations. The guarantee is excluded for defects resulting from: normal wear and tear, inexpert use, non- or incorrectly performed maintenance, installation, assembly or repair by the client or third parties, defects to or unsuitability of items originating from or prescribed by the client. No guarantee is given on: delivered items that were not new at the time of delivery, the inspection and repair of items belonging to the client, parts for which a manufacturer's guarantee has been issued. Article 12: Obligation to complain The customer may no longer invoke a defect in the performance or complaints about visible defects concerning goods and materials if he has not sent a registered letter about this to the contractor within fourteen days after he discovered or should have discovered the defect. The client must have submitted complaints about the invoice to the contractor in writing within the payment period, on penalty of forfeiting all rights. Article 13: Uncollected goods The customer is obliged after the expiry of the delivery period or execution period to actually take delivery of the goods that are part of the agreement. The customer shall render every assistance free of charge to enable the contractor to deliver the Products. Article 14: Payment All invoices are payable in cash or at the latest by their due date. In the event of non-payment of the invoice within the stipulated period, default interest equal to the statutory interest rate of 8% shall be due ipso jure from the due date without prior notice of default. Moreover, a fixed compensation of 10% on the total invoice amount, with a minimum of 40€, shall be due. If the term of payment is substantially exceeded, the seller reserves the right to unilaterally terminate the contract without prejudice to the right to further damages. As long as the delivered materials have not been paid for, they remain the property of the seller. Article 15: Intellectual property rights The contractor shall be regarded as respectively creator, designer of the works, models or inventions created in the agreement. The contractor does not transfer any intellectual property rights to the client in the performance of the agreement. The contractor is not liable for damage suffered by the client as a result of an infringement of intellectual property rights of third parties. The client indemnifies the contractor against any claim by third parties regarding an infringement of intellectual property rights. If the performance to be delivered by the contractor consists (partly) of the delivery of computer software, the source code will not be transferred to the client. The client will acquire a non-exclusive, worldwide and perpetual licence to use the computer software solely for the purposes of normal use and proper functioning. The client is not permitted to transfer the licence. If the client sells the item to a third party, the licence shall pass by operation of law to the acquirer of the item. Article 16: Termination or cancellation of the agreement In the event of cancellation of the agreement, the customer shall owe fixed damages amounting to 20% of the value of the order, with a minimum of €800 and this subject to the seller's express reservation to claim higher damages. If the contract is cancelled by the contractor, he will owe equal compensation to the customer Article 17: Applicable law and competent court Belgian law shall apply. In case of dispute, only the sections of the courts or the justice of the peace court of Ypres are competent.