GENERAL TERMS AND CONDITIONS
These General Terms and Conditions shall exclusively apply to all contracts with SPRL HYGI PANEL® (n° BE 0 886 015 816) and / or SPRL HYGI CONSTRUCT (n° BE 0442 686 818) and / or public limited company CCL (n° LU 193 593 18), hereinafter referred to as « our companies » or each independently « our company ». Clients placing an order shall constitute acceptance of these General Terms and Conditions, unless otherwise agreed in writing. These General Terms and Conditions and their applicability constitute a determining requirement for the consent of our companies. These shall apply for any supply or provision of service throughout the term of the contract and prevail over any other conditions/terms of clients or others. The invalidity or unenforceability for any reason of any part of these General Terms and Conditions shall not prejudice or affect the validity of enforceability of the remainder which will remain in full force and effect with regard to the parties.
Except in case of unavailability of our suppliers or subcontractors, our offers are valid for a period of 30 days. The signature of an order form and/or a quotation and/or a contrat implies an obligation to pay immediately a deposit of the agreed price and constitute a definitive order. The amount of the deposit is 40% in case of supply and installation, and 100% without installation. When two or more clients place an order, they shall be liable jointly and severally for the payment. Our prices are exclusive of VAT and the applicable rate will be that in force at the time of invoicing. The written order is authoritative with respect to the goods or work and the price, what is not described is not included and shall be invoiced separately. In case of entire or partial cancellation of an order, our clients shall be liable automatically and without prior formal notice to compensate our company for all the expenses made to fulfill the order, for all works complete and recognize that the loss of earnings suffered is 50 % of the total amount, excluding VAT. The non-payment of the deposit shall be considered as a cancellation of the order.
2. Drawings, projects and specifications
The projects, studies, specifications and drawings we entrust to our clients shall remain our property. They shall be considered confidential and cannot be copied, reproduced, or used by our clients without written derogation.
We take all necessary measures to respect delivery and execution terms but we cannot be held liable for suppliers or subcontractors. In case delivery or work has to be interrupted or postponed due to our clients or a third party, it will not be resumed until full adjustment and in any event depending on our availability at that time and without prejudice to our right to an additional deposit of 35 % of the agreed price in case of delay of more than 30 days from our goods availability.
4. Order fulfillment
Clients attention is particularly drawn to differences in texture or appearance that may exist between exposure templates and goods supplied. These differences may also exist in the case of any additional order. Our companies cannot make any warranties for these differences.
In the case of transport by road, goods are only covered by the Convention on the Contract for the International Carriage of Goods by Road (CMR). Intra-community supplies shall be DAP (Incoterm) which implies that the client shall perform the unloading of the goods, at his own risks. Collection of the goods by the clients shall be Ex Works.
Our companies are not responsible in the case of damages caused to pipes or cables that are not sufficiently visible or non expressly identified by our clients during the performance of the works.
Unless expressly agreed otherwise, deliveries shall be made at ground-floor level and to places accessible by trucks. All necessary equipments, water/gas inlet, power supplies will have been provided in places where the goods shall be delivered. Similarly, all necessary air vents installation or potential necessary works (cimenting, plastering) must have been made. Our clients assert that equipments, inlets and air vents installations shall comply with plans accepted by all the parties. Our companies shall never be responsible for the consequences of any non-compliance by our clients with this provision.
At the time of delivery of the goods and before their installation, our clients shall take the necessary measures to ensure their proper preservation, especially to avoid any possible damage and the risks of theft.
Our clients are responsible for checking the goods on delivery or installation. All claims must be made in writing immediately on delivery and imperatively on the receipt/delivery order. If there is no delivery, potential claims must be made within two working days of delivery/installation. In every instance, claims regarding installation of HYGI PANEL® panels must be made immediately and at the latest before the installation is completed. After this, all the goods supplied shall be deemed to be in conformity with the contract and free from any visible defect. Without prejudice to Article 6 and 7, no claim shall be admitted after this.
The goods supplied shall remain the property of our company until full payment of the invoiced amount, including potential interest and increases, on the understanding that all risks, without exception, shall remain the responsability of our clients, even in the case of force majeure.
The provisional acceptance will take place at the latest before using the installation for the first time. The provisional acceptance shall be asked by our company or by our clients and take place within eight days of the request. The acceptance shall be subject to a report in writing made by both parties which shall include the potential works to be complete.
In the event that the report mention works to be complete, the final acceptance of the works shall take place as soon as the works are executed. In the event that the works acceptance report doesn’t mention any work to be complete, the provisional acceptance shall constitute final acceptance.
It is expressly agreed that the first use of the works done by our company shall constitute implied and final acceptance.
Acceptance shall constitute final acceptation of any potential apparent defects and/or non-conformities.
7. Warranty for hidden defects
All the works and goods are under warranty against hidden defects during the legal deadline from the date of the final acceptance. Complaints shall be taken into account under the express condition that these shall be submitted by registered letter within two months after the discovery of the defect.
Our clients shall be required to grant the time needed for our company to remedy the lack of conformity. Our company shall be given the choice between repair or replacement of the non-conforming goods or works, unless our company considers that it is not responsible for the defect. In this case, our company shall inform our clients in writing.
In the event that our company is not able to replace or repair the non-conforming goods or works within a reasonable time, our company shall inform our clients in writing. In this case, our company shall be liable for a compensation that shall not exceed the amount paid by our clients for the non-conforming goods or works, to the exclusion of any other compensation.
The warranty shall not be invoked by our clients in case of improper use of the goods delivered or the works complete, in case our clients or a third party have unilaterally make changes to the works executed, or in case of degradation due to the aeging of the works executed or modifications occured to the buildings structure.
Unless expressly agreed otherwise, invoices shall be payable in cash. For the works completed in several stages, payments shall be made as follows : 40% at the time of order ; and the balance at delivery or installation. Any invoice unpaid on its due date shall bear, automatically and without prior formal notice, interest at a rate of 12% per year until full payment. Moreover, the invoice amount shall be increased with 10 % automatically and without prior formal notice, with a minimum of 250 EUR as flat-rate compensation. Any delay in payment and particularly concerning deposits on orders, shall give our company the right to take back the goods delivered and to suspend the works in the event that the situation is not regularised within the deadline mentionned in the formal notice. In such a case, our clients shall bear all costs and compensation related to the suspension. In the event that the situation is not regularised within 30 days of the formal notice, our company shall be entitled to cancel the order to the sole prejudice and detriment of our clients.
In the event of termination by either party or due to the fault of one of them, parties shall agree that the injury caused to the other is equal to 50% of the amount of the order, exluding VAT, together with the price of the works complete and the goods ordered.
10. Disputes and governing law
Only Belgian law applies. Any dispute arising between our clients and our companies shall be subject to the exclusive jurisdiction of the courts of Namur (Article 624, 2° of the Judicial Code).