GENERAL TERMS AND CONDITIONS B2B
EDDY DE PRINS BV
- All commercial relations entered into by Eddy De Prins BV are governed by the present general terms and conditions. These general terms and conditions must be read in conjunction with any specific terms and conditions contained in quotations and/or other written documents of Eddy De Prins BV, the latter prevailing in case of discrepancies. The general conditions of Eddy De Prins BV shall in any case prevail over the general conditions of the client. These general terms and conditions will be provided to the client before the conclusion of the contract. These general terms and conditions are deemed to have been read, approved, and accepted in their entirety by the client at the time of signing the order form, the quotation or the contract. The services and work provided are clearly described in the quotation.
+are provided for information purposes and do not constitute a binding offer. Their validity is limited to 30 days.
The prices, as indicated in our quotations, either as unit prices or as lump sum prices, have been determined on the basis of the official rates and tariffs, salaries and social charges in force on the date the quotation was drawn up. They may be revised at any time, even without the prior agreement of the client, if the market prices or the parameters for their calculation have increased by at least 5% at the time of invoicing. The revision is based on the formula p=P(a.s/S + b.i/l +c).
- An order is only definitive after written confirmation of the order and signature by Eddy De Prins BV.
Any changes, additions or omissions to the work described in the quotation/order form/contract must be attached to the quotation/order form/contract. In default thereof, it shall always and irrevocably be assumed that such work has been carried out in accordance with the client’s verbal instructions.
Additional work shall only be executed after confirmation of the order by the client and provided that the price has been agreed upon. Additional work may be proven by any legal means.
- Eddy De Prins BV shall only proceed with the scheduling of the work after receipt of all relevant documents signed by the client and payment of any agreed advances.
The non-payment of an agreed advance entitles Eddy De Prins BV to postpone the order indefinitely without such a postponement giving rise to any compensation on the part of the client and without prejudice to the other provisions of these general conditions.
- The client shall see to it that the work can be commenced without delay. The client shall take all necessary initiatives to ensure that Eddy De Prins can carry out its work freely and without hindrance, from the beginning to the end of the work. In default thereof, the direct and indirect costs resulting from the loss of time are to be borne by the client. Eddy De Prins BV will notify the client of this in writing. The client is responsible for the supply of water and electricity on site and for ensuring that the goods delivered to the site are carefully stored and kept secure.
- Delivery times, even if expressly stated, are approximate and provided solely for information purposes. In any event, exceeding the stated delivery times shall not give rise to the cancellation or dissolution of the contract. Exceeding the delivery date shall not entitle the client to any form of compensation and the client is not entitled to suspend his payment obligations for this reason.
Delivery times may be postponed at the initiative of Eddy De Prins BV if the client does not meet one of his contractual obligations.
- Measurements are to be taken after the window and door openings have been completed and after the installation of the thresholds/sills. It is the responsibility of the client to notify Eddy De Prins B.V. as soon as this moment has arrived. If the openings are not ready and the client asks Eddy De Prins to start production in advance, Eddy De Prins cannot be held responsible for the correctness of the indicated dimensions.
- For orders that require administrative permits, Eddy De Prins BV shall bear no responsibility whatsoever for the administrative permits. Any damage and fines resulting from a lack of permits shall be borne entirely by the client. Provisions imposed by a safety coordinator are not included in the quotations unless otherwise stated. Additional provisions will be charged to the client.
- EBP requirements imposed by the EBP consultant must be submitted in writing by the client prior to the commencement of work. Requirements that do not conform to the quotation/contract will be charged to the client.
- As far as stairs and interior doors are concerned, a relative air humidity of min. 45% and max. 70% and a temperature of approximately 20°C must be maintained. If Eddy De Prins BV can prove that the aforementioned relative humidity and temperature are not maintained by the client, Eddy De Prins BV cannot be held responsible for any damage.
- 11. Force majeure is defined as a situation which is outside the reasonable control of Eddy De Prins BV and which prevents Eddy De Prins BV from performing its contractual obligations, in whole or in part, either temporarily or definitively. Force majeure events are, among others: strike or lockout, lockdown, fire, riots, war, epidemic, pandemic, electrical or computer breakdown, internet or telecommunication breakdown, decisions or interventions by public authorities, errors or delays attributable to third parties.
In the event of force majeure, the obligations of Eddy De Prins BV shall be suspended, even without prior written notification. In such a case, Eddy De Prins BV shall make every reasonable effort to limit the consequences of the force majeure event. Eddy De Prins BV reserves the right to extend the contract by the duration of the force majeure event. If the force majeure event lasts for more than one month, Eddy De Prins BV has the right to terminate the contract without having to pay compensation to the other contracting party.
- Disputes relating to defective or non-compliant goods, delivery, work execution or invoicing, must be submitted by registered letter within 8 days following the delivery, execution and/or invoice. Eddy De Prins BV can never be held responsible for visible defects communicated after the above-mentioned period and the agreement can no longer be dissolved on these grounds.
Any differences in colour of the materials shall never be considered visible or hidden defects, but are inherent to the materials used by Eddy De Prins BV.
As wood and natural stone are natural products, variations in colour and structure may occur. Colour differences may occur in lacquered doors. Such differences and variations cannot be the subject of a complaint or claim for compensation by the client.
If untreated wood is used, any cracks and/or tears caused by the wind cannot be the subject of a complaint or claim for compensation.
As light and external factors may affect the appearance of materials, slight differences in colour, gloss and structure may occur in comparison with the models and samples in the showroom.
Plugging and retouching of staple and nail holes is excluded from the installation work and is the responsibility of the client.
- The goods are delivered to the client’s site but are presumed to have been received in the warehouse of Eddy De Prins BV.
Furthermore, the client is liable for any damages to the goods and for their disposal once the goods have been delivered on site. The client shall take out suitable insurance for this purpose (extensive and appropriate CSAR cover for sections 1 and 2), including insurance against fire and storm damage
All delivered goods remain the property of Eddy De Prins BV until full payment of the contractual amount. In case of non-payment, Eddy De Prins BV may at any time have the goods repossessed at the expense and risk of the client.
Eddy De Prins BV reserves the right to invoice the goods as and when they are delivered, even if delivery is only partial.
Until the agreed amount has been paid in full, the client is not allowed to sell the goods to a third party or to pledge the goods. If the goods are recovered as a result of a retention of title, any amount paid shall revert to Eddy De Prins BV as compensation.
- The client is liable towards Eddy De Prins BV for all harmful events occurring on site which cause damage to the goods, materials and employees of Eddy De Prins and its subcontractors This includes events arising from the client’s own fault (however slight) and from the fault of individuals for whom the client is responsible or third parties whom the client has allowed or tolerated on site. In the same context, the client will fully indemnify Eddy De Prins BV against claims by third parties. Eddy De Prins BV is not liable for the loss, theft, depreciation, or damage to any materials or work entrusted to it by the client with a view to their adaptation, reconstruction, restoration, or any other treatment by Eddy De Prins BV , either on site, off site, during transport or during dismantling/installation.
- Unless expressly agreed otherwise, claims for damages against Eddy De Prins BV are always limited to :
– claims for replacement with equivalent materials or equivalent performance by Eddy De Prins BV;
– possible intervention by the insurance company;
– the actual contractual value of the component or part of the work concerned, to the exclusion of any other damage.
Eddy De Prins BV does not assume any liability pursuant to article 544 of the Belgian Civil Code.
- Eddy De Prins BV shall only be obligated to pay compensation for hidden defects if the legal conditions are met and if the following three conditions are cumulatively met:
– The defect renders the goods unfit, to a significant extent, for the use for which they are normally intended, or for a particular use that is expressly mentioned in the special conditions;
– The goods have been expertly assembled and installed;
– The goods have been and are used under normal conditions.
The warranty for hidden defects cannot be invoked in the event of use in particular or abnormal conditions that are not expressly described in the specific conditions, in the event of poor maintenance, modification by the client, dismantling or repair by an unqualified person.
In order to be able to invoke the warranty, the client is obliged to report the defect by registered mail within 8 days after the defect has been discovered or could reasonably have been discovered.
Conventionally, it is also stipulated that the short period referred to in Article 1648 of the Civil Code is 3 months from the date of receipt of the goods.
The liability of Eddy De Prins BV with regard to visible or hidden defects shall in any case be limited to the replacement of the parts in question, and to the contractual price of the parts or work in question.
The warranty provided by Eddy De Prins BV in relation to goods supplied by other companies and which are processed together with the supply by Eddy De Prins BV, shall never exceed the warranty period and amount provided by the supplier.
In any case, the unconditional occupation of the building by the client, in whole or in part, is considered as the definitive and irrevocable acceptance of the work.
- Unless otherwise agreed, all invoices are payable at the registered office of Eddy De Prins BV.
Unless otherwise agreed, the invoices by Eddy De Prins BV are payable within 30 days after the invoice date.
In case of non-payment on the due date of the invoice and without any preliminary formal notice being sent, a default interest of 10% per year on the invoice amount will automatically be due, as well as a flat-rate compensation of 10% of the total invoice amount with a minimum of € 125, until payment of the invoice.
In case of non-payment of an invoice on the due date, all invoices become immediately payable and Eddy De Prins BV reserves the unconditional right to stop the work until full payment of the amount due. In this case, the agreements made with regard to delivery and execution deadlines expire. If the delivery concerns partial orders, Eddy De Prins BV reserves the right to postpone the execution, in accordance with the above, until the previous partial order has been paid in full.
In the event of non-compliance with the payment obligation by the client, Eddy De Prins BV reserves the right to cancel or suspend the execution of orders that have not yet been delivered, without any right to compensation on the part of the client.
The above does not diminish the right of Eddy De Prins BV to pass on to the client any damages suffered due to loss of profit and all other costs resulting from the default or delay in payment.
All this is without prejudice to the right of Eddy De Prins BV to unilaterally dissolve the agreement concluded between the parties to the detriment of the client on grounds of breach of contract.
- The client is excluded from the right to invoke the legal argument of exception of non-execution against Eddy De Prins BV.
In other words, the client shall not suspend his payment obligations, for any reason whatsoever, and shall not use the pretext of an allegedly defective execution or non-completion of the work to suspend its payments obligations towards Eddy De Prins BV.
- Without prejudice to its right to claim compensation for the damage it has suffered, Eddy De Prins BV shall be entitled to dissolve the agreement without judicial intervention and without notice of default, by means of written notification of its decision to the client in the event of
–breach of contract by the client under the present agreement;
– a dispute of any nature whatsoever between Eddy De Prins BV and the client;
– if the client has filed for bankruptcy, has requested or obtained a judicial reorganisation or in case of any other indication of insolvency on the part of the client.
- In the event of cancellation, annulment or non-performance of the contract as a result of an action of the client , a flat-rate compensation of 35% of the total amount of the quotation, with a minimum of € 125, is due, notwithstanding the right of Eddy De Prins BV to claim a higher compensation. This does not affect the rights of Eddy De Prins BV in application of Article 1794 of the Civil Code.
- The nullity of one of the clauses of these general terms and conditions shall not affect the applicability of all other clauses.
- The Justice of the Peace in Westerlo and/or the Courts of Antwerp, division Turnhout, shall have the exclusive jurisdiction to try all disputes in first instance. Belgian law shall apply.