General terms and conditions

ARTICLE 1 - GENERAL AND VALIDITY

1. These general terms and conditions apply to, and form an integral part of, all offers, orders and agreements of NV VEROLUB (KBO no. 0460.094.358), hereinafter "the Seller", with third parties, hereinafter "the Client".
2. Deviation from these terms and conditions is only possible by express written agreement. These terms and conditions take precedence over the Customer's own terms and conditions, if any.
3. If one or more provisions of the general terms and conditions should be declared null and void or become unenforceable due to a change in the law or for any other reason, this shall not affect the legality, validity and enforceable and enforceable character of the remaining provisions of the relevant article of these general terms and conditions and of the general terms and conditions as a whole.

ARTICLE 2 - OFFERS AND ORDERS

1. Offers are non-binding until written acceptance by the Customer, unless revoked in writing by the Seller.
2. The period of validity of offers is 15 calendar days. After this period, the conditions may be changed.
3. Quotations are always made under the express reservation of price changes due to, among other things, more expensive raw material prices.
4. Every offer is based on the assumption that the Seller can perform the contract under normal and regular working hours.
5. All images, drawings, calculations, price lists, folders, specifications of sizes and weights and all other data provided with an offer are given as accurately as possible. However, such data shall only be binding if the Seller expressly confirms this in writing.
6. If the Seller includes materials to be delivered in its offer, the Seller shall base itself with regard to those materials on the data provided to it by the producer or supplier of those goods as regards the behaviour and properties of those materials. Consequently, the Seller shall not be liable for damage caused by such behaviour/properties
7. The Seller may assume the functional suitability of materials and constructions, both existing and those prescribed by the Customer, on which or to which the work to be performed by the Seller should take place.
8. Transmission of offers, folders, price lists and the like do not oblige the Seller to deliver or accept an order. Information and advice from the Seller shall be of a general nature and without obligation, unless otherwise agreed.
9. Quotations, drawings, calculations, models, software, manufacturing models, working methods and documents relating to the agreement or order and provided by the Seller, as well as any copyrights and other industrial and intellectual rights, shall remain the Seller's property and may not be duplicated, reproduced, copied or made available to third parties for inspection in any way whatsoever.
10. The Seller reserves the right to refuse orders without giving reasons.
11. The Customer is always responsible for passing on correct quantities and measurements. In case of material errors on the part of the Customer, the Seller cannot be held liable for this. In this case, the Customer shall be obliged to accept the quantities and measurements given and pay the corresponding price.

ARTICLE 3 - PRICES

1. Travel and relocation hours shall be invoiced at the applicable hourly rate and relocation costs at cost price. The other work and services shall be invoiced in accordance with the conditions stipulated in the order form, unless otherwise agreed.
2. Agreed prices may be increased on the basis of government regulations or other binding measures, without this entitling the Customer to dissolve the agreement.
3. Changes or additional work ordered verbally by the Customer during or during the execution of the work shall be charged on a cost-plus basis at the prevailing hourly rates and prices of materials and raw materials.
4. Additional work may be proved by all legal means.
5. Unless otherwise stated, safety measures imposed by the safety coordinator and not known at the time the contract is concluded are not included in the price. The Customer is responsible for informing the Vendor of the security measures in good time, and at the latest when the contract is concluded. 
6. All prices, even in the case of an absolute flat rate, quoted by the Seller are always subject to price revision due to external factors such as changes in wages, increases in social security contributions, raw material prices and transport prices.

ARTICLE 4 - DELIVERY AND PLACEMENT CONDITIONS

1. The delivery and installation dates given by the Vendor are purely indicative. If the delivery or placement cannot take place as a result of actions attributable to the Customer, the Seller shall be entitled to unilaterally set a new delivery and placement date according to its own schedule.
2. Under no circumstances shall a late delivery or placement give rise to and/or entitlement to compensation and/or cancellation of the order or dissolution of the agreement.

ARTICLE 5 – INVOICING AND PAYMENT

1. The Seller's invoices are payable in cash and without discount at the Seller's registered office within 10 days of the invoice date.
2. If the invoice is not paid in full within the aforementioned period, the customer shall automatically and without any notice of default being required, owe interest of 1% per month as well as a fixed compensation of 10% of the outstanding balance, the latter with a minimum of 40.00 euro, without prejudice to the right to claim compensation for the actual damage suffered and costs incurred should the latter be higher.
3. In case of late payment of an invoice, the Vendor also reserves the right to immediately suspend its further performance without this giving rise to any damages or breach of contract on the part of the Customer.
4. t any time from the conclusion of the contract, the Seller is entitled to demand that the Customer provide sufficient guarantees to prove its solvency.
5. Under penalty of cancellation, the Customer must submit any complaint about an invoice in writing to the Seller no later than 10 calendar days after the invoice date, failing which the invoice shall be deemed to have been accepted in full.  

ARTICLE 6 – RESERVATION OF TITLE

1. The goods delivered by the Seller remain its property until payment of the invoices, plus any default interest, damages and costs mentioned above.
2. If the Customer does not fulfil his payment obligations or the Seller has a well-founded fear that the Customer will not fulfil these obligations, the Seller shall be entitled to recover/take back the goods delivered under retention of title without any notice of default or any judicial intervention. The Customer irrevocably authorises the Seller to enter the place where such goods are located and also to actually retrieve/take back such goods, or if mounted on movable or immovable property, to dismantle and retrieve/take back such goods.
3. Regardless of the time of transfer of ownership, the risk, in particular in case of loss or damage to those goods by whatever cause and/or in case of damage caused to those goods, shall pass to the Customer from the time of shipment. INCOTERMS® 2020 EXW shall apply to all contracts concluded.

ARTICLE 7 - COMPLETION

1. Upon payment of the invoice, the Customer definitively approves the goods and services delivered and this shall be considered an unconditional acceptance of the goods and services delivered.
2. In the case of an installation, this shall also be deemed approved if the installation is put into operation.

ARTICLE 8 - COMPLAINTS

1. The Customer has the duty to thoroughly examine the goods and services provided by the Seller within a period of 7 calendar days after delivery or performance.
2. Complaints must be reported in writing under penalty of cancellation within 10 calendar days after the defects have been or should have been identified on serious examination.
3. Visible defects, including the quantity and quality of bulk deliveries, must be reported in writing immediately upon delivery or placement.
4. Hidden defects must be reported within 7 calendar days after they have been established or should reasonably have been established. Such hidden defects must furthermore be reported within a maximum period of 12 months after delivery or installation on penalty of expiry.
5. The Seller shall always be entitled to carry out the necessary repair work, or replacement, itself upon discovery of a defect. Third-party bills related to such repairs are not enforceable against it.
6. No guarantees are given on repairs carried out.

ARTICLE 9 - EARLY TERMINATION OF THE AGREEMENT

1. If the Customer cancels the agreement or, due to his action, the agreement cannot be executed, he shall be obliged to compensate the damage suffered and the costs incurred as a result.
2. If the order, assignment or agreement is cancelled or refused, the Customer shall owe a 30% cancellation fee with a minimum of 100.00 euros, to be increased by any transport and personnel costs.

ARTICLE 10 – LIABILITY

1. The Seller shall only be responsible for direct damage, both contractual and extra-contractual, caused by its actions, insofar as such damage is covered by the insurance policy taken out by the Seller at that time. The Seller cannot be held liable for the amount exceeding that covered by the insurance policy taken out.
2. In addition, the liability of the Seller, the Seller's employees and the persons for whom the Seller is responsible and/or liable and which is imputable to the Seller, shall in all cases be limited to a maximum of the invoice value of the part of the agreement from which the liability arises.
3. The Seller shall not be liable for indirect damage, including but not limited to consequential damage, loss of profit, missed savings or damage to third parties.
4. The customer expressly acknowledges that the Seller cannot under any circumstances be held liable for commercial, technical or financial damage resulting from a manufacturing defect in the materials and raw materials used.
5. In cases where the Seller is sued by third parties for damage caused by goods and/or work delivered or performed by the Seller for the Customer, the Customer shall unconditionally indemnify the Seller in those cases where the Seller is not (or is no longer) liable to the Customer.
6. Any damage of any kind that may arise directly or indirectly as a result of the Client's failure to comply with environmental legislation, including regional regulations such as Vlarem, shall be borne by the Client. By placing an order, the Client authorises the Seller to deliver regardless of whether or not the tank installation complies with the relevant legal provisions. If the Customer requests a delivery that would be contrary to the applicable legislation, this shall be done entirely at the risk and expense of the Customer. The Customer shall indemnify the Seller against all possible claims.

ARTICLE 11 - CONSUMER RIGHT OF WITHDRAWAL

1. Only for contracts concluded with private individuals (consumers) at a distance (webshop), the right of withdrawal of 14 days applies as stipulated in the Code of Economic Law.
2. In application of Article VI.53 WER, the right of withdrawal cannot be exercised for, among others but not limited to, custom-made products and sealed products whose seal was broken after delivery.

ARTICLE 12 - FORCE MAJEURE

1. In the event of force majeure, performance of the contract shall be suspended for as long as the cause of the force majeure makes performance impossible for the Seller, without the Customer being entitled to any form of compensation and/or rescission of the contract. In the event of permanent force majeure, the Customer shall be obliged to pay in reasonable proportion to the price for the entire delivery for that part of the goods that has since been delivered.
2. Force majeure includes, but is not limited to: war, threat of war and riots, obstructive measures by domestic and foreign governments, pandemic, fire sabotage, general strike, transport disruptions, supplier shortcomings and other unforeseeable circumstances making the performance of the agreement temporarily or permanently impossible.

ARTICLE 13 – DISPUTES

1. All agreements concluded by the Seller are governed by Belgian law.
2. In case of disputes between the Seller and the Customer, only the courts of Hasselt have territorial jurisdiction to hear the dispute.