General terms and conditions of sale and contracting

  1. Notwithstanding any written clause to the contrary, every offer and every agreement (including future agreements) is governed by these terms and conditions, which constitute an integral part thereof and which lawfully take precedence over the terms and conditions of purchase of the client.
    A deviation from or amendment to these terms and conditions is only enforceable against us if we have consented thereto in writing.
    The parties declare that they have conducted comprehensive negotiations with respect to these provisions, and the result thereof is a balanced outcome. We reserve the right to amend these general terms and conditions at any time. The amended version shall only become applicable to existing agreements insofar as these new terms and conditions are explicitly accepted by the client. These general terms and conditions were last amended on 25/03/2025.
  2. Prices, brochures, catalogues and proposals are free of any obligation or commitment on our part. An agreement only comes into effect after it is explicitly accepted by us (i) by means of a written order-confirmation, (ii) by means of signing the agreement or (iii) by the de facto performance of the agreement on our part. When orders are fulfilled without a prior written agreement on the price, then the prices on the delivery date are applicable.
  3. The stated delivery terms are indicative only, and do not strictly bind us. Consequently, any delays, where such is not actually, unreasonably and exclusively attributable to us, cannot lead to the termination of the agreement and/or compensation being payable. Changes or additions to the order automatically mean that the stated estimated delivery terms are reasonably extended. If the payment period for advance payments is exceeded, that period shall be added to the delivery time. We can suspend our obligations if the circumstances demonstrate that the client shall not be able to fulfil their payment obligations. The client shall be notified thereof in advance in writing.
  4. Sales can only proceed subject to availability. The client shall be informed if a product is out of stock.
  5. Responsibility for and the risk with respect to the goods is assumed by the client as of the time that the agreement is entered into, and, to the degree that the responsibility and risk concern generalised goods, then as soon as they are individualised. Nevertheless, the goods remain our property until the time that the price and additional costs are paid in full. Until that time, the client consequently undertakes not to dispose of or pledge these goods, nor to use them as collateral (this is a non-exhaustive summary).
  6. The goods and materials ordered are always delivered to the stated location and are transported at the risk of the client, even where it is agreed that we are responsible for their transportation.
    The client is responsible for ensuring that all necessary precautions have been taken at the delivery address and that all conditions are met so that the delivery can be performed under optimal circumstances, without us having to check such in advance. All damage that is due to this not being the case is at the sole responsibility of the client.
  7. If the client refuses to accept the delivery or we are unable to perform the delivery as a result of the client’s actions, the agreement is deemed to be terminated by law at the client’s expense and compensation shall be payable by that party, with the minimum thereof being a fixed percentage of 25% - and 65% in the event of customised work – of the price, excluding VAT, with due regard for the potential damage, and we are required to furnish evidence of any further claimed damage. If partial delivery has already taken place when the client refuses to accept further deliveries or we are unable to perform further deliveries as a result of the client’s actions, then, subject to a registered notification sent to the client, we can choose to invoice the client for that part of the delivery already performed, and dissolve the agreement by law, with the client being in breach for that part of the delivery not yet performed. In that event compensation shall be payable by the client, with the minimum thereof being a fixed percentage of 25% - and 65% in the event of customised work – of the price, excluding VAT, for that part of the agreement not performed, and we are required to furnish evidence of any further claimed damage.
    In the event of the agreement being terminated/cancelled, the client is obliged to pay compensation of 25% - and 65% in the event of customised work – of the purchase price to cover the costs incurred and the loss of profit, with such notwithstanding our right to demonstrate greater damage and notwithstanding the payment for the activities already performed/goods already delivered. Any changes introduced by the client at a time later than three (3) months after the agreed-to date are deemed to be a cancellation, to which the above terms and conditions are applicable.
  8. The price is increased by law to include all taxes and duties imposed or to be imposed by any authorities that are in force on the date of delivery.
  9. Invoices are payable to our registered office upon delivery, in cash and with no discounts. An objection to an invoice can only be performed in writing by registered letter within eight (8) calendar days of the invoice date, with that written objection stating the invoice date, invoice number and including a detailed motivation. If we do not receive a dispute, or do not receive such in good time within the aforementioned period, the client is deemed to accept the invoice.
  10. In the event of late payment, a standard interest rate of 1% per month or part of a month is charged by law and without notice of default being required, as of the day after the due date. The interest payable by the client is capitalised annually, subject to notice of default delivered by registered letter in that respect. If payment in instalments is agreed to in the special terms and conditions, in the event of the nonpayment or late payment of one of the instalments the remaining balance becomes due in full by law, plus interest and damages.
    In the event of nonpayment on the due date, every payable sum is increased by 12% by law, with a minimum of €150.00 and a maximum of €2,000.00, on the grounds of standard damages in the form of fixed compensation for extrajudicial costs.
  11. The unconditional payment (of a part) of an invoiced sum is deemed to mean acceptance of the invoice.
  12. In the event of nonpayment on the due date, and after written notice of default is sent by registered letter, we can choose to dissolve the contract by law at any time, at the client’s expense, subject to a notification thereof being sent to the client by registered letter.
    In that event, we shall retrieve the merchandise from where it is located and the client is required by law to pay compensation, with the minimum set at a fixed sum of 25% - and 65% in the event of customised work – of the price, excluding VAT, and we are required to furnish evidence of any further claimed damage.
  13. In the event of nonpayment on the due date, we likewise reserve the right to cancel or suspend the performance of orders not yet delivered, with notification thereof sent to the client by registered letter. In the event of cancellation, compensation shall be payable by law by the client, with the minimum thereof being a percentage of 25% - and 65% in the event of customised work – of the purchase price, excluding VAT, and we are required to furnish evidence of any further claimed damage.
    Moreover, in that case any other sums still payable by the client become immediately payable by law without notice of default being required.
  14. We have the right to exercise the right of retention with respect to all goods belonging to the client that are in our possession for any sums payable to us.
  15. When objective elements (such as disputed bills of exchange, cancellation of credit, attachment or seizure of property, outstanding debts to creditors, etc) indicate liquidity issues on the part of the client, we are entitled to link the performance of our obligations to sufficient guarantees.
  16. Insofar as acceptance of the delivery is not explicit, complaints concerning visible defects and the conformity of the delivery must, subject to being declared void, be performed by registered letter containing motivated reasons therefor within three days of delivery and prior to the use, treatment, processing or sale of the merchandise. The client accepts the tolerances that are standard in the industry.
  17. The sums payable by the client to us cannot, subject to written consent in that respect on our part, be offset in any manner against any sums the client believes can be claimed from us. Nor can the client invoke such claims on their part to delay or suspend their payment obligations vis-à-vis us.
  18. For the client to claim indemnity on the grounds of hidden defects, the relevant statutory requirements must be satisfied. Neither our liability for nor our knowledge of hidden defects is assumed. As a standard, it is provided for that the short period referred to in article 1648 of the Old Civil Code is 6 months as of the date of delivery and that any claim for indemnity lapses upon processing, amending or repairing the delivered goods by the client or by a third party, or in the event of said goods being sold. Every hidden defect must be determined jointly. Hidden defects must be reported to us by registered letter within a period of eight (8) calendar days of the existence of the hidden defect being established by the client, or as of the time that the client ought to have established the existence of the hidden defect.
    Our obligation to provide a warrantee is entered into personally with the client. Consequently, in the event that the client transfers the delivered goods and services to a third party, that third party cannot directly invoke the guarantee against us.
  19. Our liability is in any event limited, at our discretion, to replacing or repairing or the later delivery of missing and/or defective materials/goods. Moreover, our liability is in any event limited to the liability imposed by the law. If replacement, repair or a later delivery is not or no longer possible or no longer serves a purpose, then the client is entitled to compensation for the damage sustained as a substitute therefor, the sum whereof is to be unilaterally determined by us. Our liability vis-à-vis the client, irrespective of the reason therefor, is in all senses limited to the direct and foreseeable damage, excluding any damage caused by use, indirect damage, immaterial damage and consequential damage and shall not exceed the sums we invoiced for the delivery or the partial delivery to which the complaint pertains, being either the sales price in the event of said delivery being sold, or the additional value in the event of contracting. With respect to companies, the limitation of liability is not applicable when the liability is due to fraud or when the current statutory provisions do not allow for such a limitation.  
  20. The client indemnifies us from all claims brought by third parties with respect to the deliveries performed as a result of which that standard maximum sum is exceeded.
    Insofar as such is lawfully possible, any liability other than that provided for in the agreement is explicitly excluded. The client can thus not bring any extra-contractual claims against our agents (including inter alia, our directors and employees) and/or summon such parties in disputes concerning the creation, performance, interpretation or termination of the agreement that the client entered into with us. The application of article 6.3.2 of the Civil Code is explicitly excluded, insofar as is permitted by law.
  21. In the event of ‘force majeure’ (article 5.226 of the Civil Code), even where such does not lead to a permanent and/or wholesale inability to perform the agreement, we are entitled by law to suspend our obligations or unilaterally annul them, after having informed the client of such. Consequently, we cannot be obliged to pay compensation under any circumstances.
    The following are conventionally deemed to be ‘force majeure’: war, strikes or lockouts, exceptional non-availability of raw materials or merchandise, weather conditions, fire, natural and/or other disasters, government resolutions that have an impact upon the performance of the obligations, with the preceding applicable when they impact us or our suppliers.
  22. If we are able to demonstrate that, at the time of the delivery of the goods, the price of the raw materials for the goods or the costs associated with the production and/or delivery thereof has increased by at least 5%, with such beyond our control, then the parties undertake to consult with each other in order to jointly arrive at an equitable amendment to the agreement. If consent cannot be reached, we reserve the right to withdraw from the sale of the goods, without being liable for any compensation in that respect.
  23. The parties explicitly deviate from the right to a price reduction, as provided for in article 5.97, section 2 of the Civil Code.
  24. The personal data of the client shall be collected in the context of the contractual relationship with the client. The personal data provided by the client shall be processed in accordance with the General Data Protection Regulation of 25 May 2018 (GDPR).
  25. The client acknowledges taking cognisance of this agreement and all the written and expressed provisions therein. The client acknowledges that these documents constitute the integral text of the agreement between the two parties, and that all preceding verbal and written proposals to enter into obligations and/or documents issued by the client are replaced by and annulled by these documents, as are any other notifications issued to date between the parties with respect to the content of this agreement.
    Should it emerge that one or more clauses cannot be invoked vis-à-vis the client, whether in their entirety or partially, the remaining provisions of the agreement remain in force in full.
  26. In the event of a dispute arising with the client, the courts of the court district in which our registered office is located have sole jurisdiction. Belgian law is applicable, to the exclusion of all other legislation, including the Vienna Convention of 11 April 1980. The use of bills of exchange does not result in novation, and consequently does not result in an amendment to the competence or to any other contractual conditions.