General sales conditions Constructiewerkhuizen De Meyer NV
Scope and acceptance of General Sales Conditions
1. All our sales, deliveries, works and services are exclusively governed by these General Conditions. Deviations from our General Conditions are only valid if expressly agreed to in writing. The possible legal invalidity of one or more of these general conditions shall in no event prejudice the legal validity of the remaining provisions.
2. Acceptance of these General Conditions, either tacitly or explicitly, also implies that the customer completely waives the application of its own terms and conditions.
Establishment of the agreement and amendments
3. Unless otherwise agreed to in writing, our quotes are entirely non-binding, and are only valid for the period indicated in the quote. The agreement shall only be established following our written order confirmation, or at the start of the implementation of the order in question, or at the moment the customer signs the documents which refer to the delivery of goods or services.
4. Our prices, as indicated in our quotes, which are either unit prices or fixed prices, were established on the basis of the prevailing tariffs, official rates, wages and social charges on the date the quote was drawn up.
5. Work in addition to the agreement shall be notified during or after the implementation, and shall be deemed to be accepted by the customer barring any written contestation within at the latest 8 working days following notification.
Cancellation and compensation
6. Any cancellation of orders must take place in writing. If the customer cancels an order, they shall pay the following cancellation fee, taking into account that we always supply customised work:
a. In the event of cancellation before the implementation of the order: 20% of the total amount of the order.
b. In the event of cancellation after commencement of the implementation of the order: the actual damage, i.e. at least the price of the works performed and the materials purchased or produced, increased by 20% of the total amount of the order.
The amount due as compensation for cancellation shall in any case at least be equivalent to the amount already invoiced.
Delivery and risk
7. Unless expressly agreed otherwise in writing, delivery periods are only provided for information purposes, and are therefore non-binding. Delays in delivery shall not entitle the customer to claim damages, nor proceed to or claim the dissolution of the agreement. Nonetheless, any delays in delivery shall be notified to the customer as quickly as possible. Modifications to orders shall automatically give rise to the annulment of the predetermined anticipated delivery period.
8. The risk for the goods transfers to the customer at the moment the goods leave our premises, even if it only concerns a partial delivery, or the goods need to be installed by us, or the dispatch costs are included in the price, or the goods are transported by us.
Defects and guarantees
9. The customer shall immediately carry out an initial visual verification upon collection, delivery and/or installation. Under penalty of inadmissibility, the customer must inform us in writing of any visible defects at the latest within 5 days after collection, delivery and/or installation, and in any case before commissioning, describing the defects in detail.
10. The guarantees provided only cover recognised construction faults, and are limited to the simple replacement of components which exhibit defects. Under penalty of inadmissibility, all complaints pertaining to hidden defects must be communicated to us by the customer within 5 days after the discovery thereof, via registered mail.
11. Any claim on the warranty shall be voided in the event of processing, incorporation, modification, transformation, or repair by the customer or by third parties in cases of abnormal or exceptional use, loading and/or wear of the goods/works.
12. Lodging a complaint shall not entitle the customer to suspend its payment obligations. Damages or alleged damages can never be compensated.
Limitation of liability
13. The obligations of DEMEYER NV shall always be obligations of means. Its liability shall always be limited to an absolute maximum of 10% of the price charged to and paid by the customer for the agreement in question, excluding VAT and expenses, and we shall at all times reserve the right to replace the goods or compensate their replacement value. Any damage arising during transport by DEMEYER NV can never give rise to compensation higher than the compensation due under the CMR Convention, with an absolute maximum as provided for above in this Article.
14. In no event can we be held liable for:
a. Any indirect damage which the customer may incur as a result of non-compliance with the agreement, including for example financial and economic loss, loss of profits, an increase in general costs, disruptions to planning, loss of customers, reputational harm, etc.
b. Damage which the customer may incur as a result of claims by third parties.
c. Defects that are directly or indirectly caused by an act on the part of the customer or a third party, regardless of whether these are caused by an error or negligence.
d. Faults which are attributable to erroneous, late or incomplete information (including choice of materials or working method) as communicated by the customer.
15. Our liability shall always and irrevocably remain limited to the compensation from our insurers, for which the policies can be consulted on first request.
Retention of title
16. Until the complete execution of all claims which arise for us under the agreement with the customer, including incidental damage claims, the delivered goods/works which were supplied by us shall remain our property, even after their incorporation, at the customer's risk, and as such can be reclaimed or taken back by us without any formality in the event of non-payment or late payment.
17. Notwithstanding this express retention of title, all risks pertaining to the goods shall be transferred to the customer from the moment of delivery, as specified in Article 8.
18. If it is agreed that the customer shall collect the goods itself at the agreed collection point, and it does not collect the goods on the agreed date, the goods shall be stored pending delivery or collection, at the risk and expense of the customer. In such case, the goods shall not be delivered until the full amount of the storage costs has been paid.
19. Until the moment that ownership of the sold goods is effectively transferred to the customer, i.e. upon payment in full, (i) the customer is expressly prohibited from using the delivered goods as a means of payment, from pledging them as collateral, or encumbering them with any other security rights; (ii) the customer shall apply a designation to the goods which clearly and legibly states that the supplied goods remain our property. Insofar as necessary, this clause is deemed to be replicated for every delivery. The customer undertakes to notify us immediately via registered mail of any confiscation of the goods sold, by a third party.
20. The customer has a duty of care with regards to the goods falling under the retention of title clause, and must store said goods in perfect condition in a suitable and clean place, in accordance with the highest standards and security requirements which prevail in the sector.
21. We reserve the right to request the customer to pay advances, before or during the implementation of the agreement, for the execution of the order. If the customer does not respond to our request in this respect, we reserve the right to suspend the further implementation of the agreement with the customer, until the customer has complied with our request, or to consider the agreement with the customer dissolved to the detriment of the customer, without prior judicial intervention and without prior notice of default, in which case the customer shall be charged a cancellation fee in accordance with Article 30.
22. Unless otherwise stated on the invoice, our invoices are payable at our registered office within 14 days from the invoice date. Our prices are net prices, meaning that a discount for cash payment is not applicable. All taxes, charges or other costs pertaining to the implementation of the agreement shall be borne by the customer and shall be charged separately from and in addition to the price. Deductions for guarantees or debt set-offs shall only be authorised after written agreement.
23. Payments made by the customer to us shall be used to cover, in the first instance, the costs payable by the customer, then the interest payable, and only in the final instance the principal sum due.
24. If invoices are not paid by the due date, late-payment interest of 10% per annum shall be due by operation of law and without any prior notice of default, from the due date of the invoice until the date of full settlement thereof (including costs and interest). In addition, a fixed fee of 15% of the outstanding amount shall be due by operation of law and without any prior notice of default, with a minimum of EUR 200, and a maximum of EUR 3,500, without prejudice to our right to prove higher damages or costs. In the event of late payment of an invoice, all other claims not yet due against the customer shall fall due by operation of law and without prior notice of default.
25. If an invoice is not paid by the due date, we reserve the right to suspend the work yet to be completed and/or delivery of the (remaining) goods until the invoice has been paid, or to request guarantees, without any compensation being due on our part. We shall determine ourselves when the works/deliveries can recommence, without any compensation being due for delays. If we incur damage due to this suspension (either direct or indirect), or incur costs, the customer shall indemnify us against these.
Non-performance on the part of the customer and dissolution of the agreement
26. We reserve the right to consider the agreement with the customer dissolved, to the detriment of the customer, without prior judicial intervention and without prior notice of default, in the event of bankruptcy, postponement of payment or manifest insolvency on the part of the customer, or in the event that the customer seeks protection from its creditors, under any procedure, or is convicted for fraud, or subject to retention for tax or social security debts.
27. In the event of non-compliance by the customer with its payment obligation, we reserve the right firstly to postpone the further implementation of the specific, or any other, agreement with the customer until full payment by the customer of all arrears, and secondly to consider the agreement dissolved, to the detriment of the customer, without prior judicial intervention and without prior notice of default.
28. In all cases where the agreement with the customer is dissolved to our detriment, the customer undertakes to pay the cancellation fee within 8 days after notification of the dissolution, which is estimated at a flat rate of 20% of the value of the agreement in question, without prejudice to our right to prove higher damage and costs.
29. In the event of force majeure affecting us, we shall be entitled to suspend the implementation of the agreement, or to dissolve it in whole or in part, without the customer being entitled to assert any right to compensation of costs, damages and interest, etc.
30. The following events and circumstances shall be deemed force majeure and shall entitle DEMEYER NV to cancel the order, in whole or in part, or stop or suspend its execution, without the customer being entitled to any compensation: government action which seriously hinders the performance of the agreement with the end customer for whom the delivery is intended – such as, without limitation, causing delays – or renders it impossible, for example due to changes in legislation or a limitation of freedom of movement or other things as a consequence of infectious disease, epidemics or pandemics, etc., natural phenomena and disasters, attacks and revolts, strike both at DEMEYER and/or at third parties, hacking at DEMEYER or third parties involved in the delivery, interruption of supply, lock-out, delay in production or transport, import or export restrictions, licence issues and third-party interventions, including situations as described by DEMEYER NV's suppliers.
31. We retain the copyrights and all intellectual rights on the documents, technical descriptions, plans, drawings, models, samples, photographs made by us, regardless of whether costs were charged to the customer for the production thereof. This information may not be copied without our prior written approval, used for purposes other than those for which it is intended, or shown to third parties, and must be immediately returned to us on simple request. We shall be entitled to use it for publicity purposes, without any compensation being due to the customer.
32. Any infringement of Article 33 by the customer shall give rise to the payment of fixed damages amounting to 10% of the price of the goods or services, without prejudice to our right to prove higher damages or costs.
33. The name of the customer and photographs of the project may always be used as a reference, without any payment being due for this from DEMEYER NV.
Applicable law and jurisdiction
34. The agreements are governed by Belgian Law. The Vienna Convention is not applicable.
35. Any dispute between the parties in connection with the interpretation or implementation of their agreements shall fall under the exclusive jurisdiction of the judicial district and the division of the place where the registered office of DE MEYER NV is located.
36. The Dutch version takes precedence over all other versions.