These general terms and conditions form an integral part of all quotations and agreements of Sygma bv, hereinafter referred to as the "Seller", for all sales, works and services.
The customer acknowledges to have received the general terms and conditions and to accept them in their entirety.
Only the seller's quotation, the agreements signed by the seller and these general terms and conditions shall be legally binding between the parties, with the exclusion of all other documents, such as the customer's own general terms and conditions, in order to provide both parties with greater clarity and legal certainty and to avoid future disputes.
The agreement between the customer and the seller is only established after written confirmation by the seller or by its (partial) execution after the order has been placed. This is to provide greater clarity and legal certainty for both parties and to avoid future disputes.
The quotations are without obligation and have an explicitly defined period of validity. After the period of validity has expired, the price offer no longer constitutes an offer and the seller has the right to amend its quotation.
The quotation shall be prepared on the basis of the information provided by the customer.
The seller is not responsible for the accuracy of these data.
Prices are given in euros and are always exclusive of V.A.T., taxes, import/export costs and the like (e.g. recupoil etc.), assembly costs, installation costs and shipping costs.
Any increase in the V.A.T. rate or any other tax of any kind between the order and delivery shall be borne by the customer.
The order placed cannot be changed unless a written agreement has been concluded between the seller and the customer.
In the event of cancellation of the order by the customer, a fixed compensation of 25% of the agreed price shall be owed by the customer.
3. DELIVERY
Delivery is always EX WORKS. The risk and costs shall pass at the moment that the goods are ready in the seller's warehouses, unless otherwise agreed in writing. Transport and any insurance costs shall always be for the account of the client, unless agreed otherwise in writing. If the seller provides the transport, the place of unloading, designated by the client and not on public roads, must be in such a condition that it is safely accessible to the agreed means of transport, the product to be delivered and the quantity to be delivered, so that it can be unloaded without any problems. The delivery must be able to take place uninterruptedly and efficiently at the place of unloading. If, due to the fault of the client, the delivery cannot be started or continued within this period or without additional works, the cost price of the additional works, any unnecessary travel costs, fines and unproductive hours of the seller's staff shall be borne by the client.
The delivery times are only given as an indication and shall not be binding.
If delivery is temporarily suspended due to force majeure (e.g. epidemic, pandemic, strike, insurrection, flooding, bad weather, illness and scarcity of raw materials), the delivery period shall be extended without entitlement to any compensation.
Unless expressly agreed otherwise, no form of compensation or termination of the contract may be claimed for non-delivery within the agreed period if the delivery does not take place within the agreed period.
The delivery periods specified by the seller shall only commence after written confirmation or after (partial) fulfilment of the agreement by the seller.
Transport will always take place at the client's expense and risk, unless explicitly agreed otherwise.
Visible defects or faults in conformity which existed at the time of delivery and which the client can reasonably establish after an inspection, shall be deemed to have been accepted immediately if the client is present at the delivery.
If the client is not present at the time of delivery, he must inform the seller of any objections by registered letter within three working days of delivery. No complaint will be examined or accepted until after the departure of the seller's staff on site.
Complaints concerning a non-conforming delivery and/or a hidden defect that could not be established at the time of delivery must be notified to the seller by means of a detailed registered letter within five working days of the discovery of the defect. The processing or commissioning of the materials or goods shall at all times count as acceptance of the hidden defects.
In the event of a justified complaint, the seller shall be entitled to either repair the goods or replace them with similar goods. Where applicable, the goods shall be dispatched at the customer's expense to the seller's registered office.
Packaging for which a separate charge is made must be returned in good condition within 30 days of delivery.
4. EXONERATION
The seller cannot be held liable for the consequences of a minor, ordinary and/or serious fault on the part of herself/herself and/or her appointees. The seller shall only be liable in the event of wilful misconduct.
The seller's liability shall in any event be limited to the amount (price) included in the agreement concluded between the parties.
In addition, the seller can only be held liable for damage directly caused by the goods delivered. The seller can never be held liable for loss of profit, turnover or anything similar.
Under no circumstances can the seller be held liable for damage caused by careless or incompetent use of the delivered goods.
In the event that the seller delivers products which it has obtained from a third party supplier, it shall not be obliged to provide a greater warranty than that which the third party supplier is obliged to provide.
The transporter is not responsible for breaches of art. 45bis Road Code. If the load has been packed, loaded or unloaded contrary to the provisions of the Road Code, the costs and damages resulting from this will be entirely at the expense of the packer or the shipper.
5. RETENTION OF OWNERSHIP
All goods delivered by the seller remain the property of the seller until after full payment of the price and additional services and costs. If the client remains in default, the goods must be returned to the seller immediately upon first request and at the client's expense, without prejudicing the seller's right to full compensation. In the event that the defaulting customer goes bankrupt, requests the application of the law on the continuity of enterprises or has ceased his activities in any other way, the seller reserves the right to claim the goods sold by means of a simple request addressed to the party holding the goods in question.
6. PAYMENT
Any dispute relating to the invoice
sent must be notified to the seller by registered post or by email within eight business days of the invoice date.
Without this notice, there shall be an irrefutable presumption that the invoice has been accepted.
Moreover, objection does not release the client from his payment obligation. Unless expressly agreed otherwise, all invoices are payable in cash at the seller's registered office.
Any invoice unpaid on the due date shall automatically and without notice of default be increased by a conventional interest on late payments equal to the interest rate defined in Article 5 of the Late Payments Act of 02.08.2002, which shall be a minimum of 12%. In addition, in the event of non-payment on the due date, the invoice amount will be increased by 10% without notice of default by way of fixed compensation. This lump sum is considered as compensation for the extrajudicial recovery costs caused by the non-payment and without prejudice to the creditor's right to claim compensation for other items of damage not solely caused by the non-payment.
Late payment of a single invoice shall result that other invoices, for which a term of payment had been granted, shall be payable immediately, without notice of default being required.
If the client fails to make the agreed payments, even if they are partial payments, the seller shall in addition be entitled to suspend the services until the client has fulfilled his payment obligation in full.
The suspension cannot give grounds for any compensation on the part of the customer.
7. TERMINATION
The seller is entitled to consider the agreement as terminated with immediate effect by operation of law and without prior notice of default in the event of bankruptcy, application of the law on the continuity of enterprises or judicial reorganisation, admission to collective debt mediation or any other form of liquidation of the customer's assets.
The seller shall immediately be entitled for payment of all services and goods delivered up until that time, without prejudice to the seller's right to full compensation.
In addition, the agreement may be terminated by registered letter at the customer's expense if, after ten working days following a registered notice of default, the customer remains in default of payment of the overdue invoices, or in the event of any other established contractual default.
Termination shall take place on the date indicated on the certificate of delivery of the registered letter.
In the event of unilateral termination of the contract by the customer or in the event of judicial termination of the contract to the customer's disadvantage, a fixed compensation agreed in advance of 25% of the agreed price shall be payable, without prejudice to the seller's right to prove a greater loss and to charge compensation for it.
This compensation cannot be reduced by the parties and the parties agree that this damage constitutes the actual damage suffered.
If the contract is legally terminated to the seller's disadvantage, it shall owe the customer the same compensation.
8. PRIVACY
The seller and the customer acknowledge that the processing of personal data in the context of their contract(s) is subject to Regulation (EU) 2016/679 (AVG).
The seller has included a privacy statement on its website. Acknowledgement of these conditions implies acknowledgement of the privacy statement referred to herein.
9. CONFIDENTIALITY
All information made available to the parties in the context of the implementation of the agreement shall be regarded as confidential information.
No confidential information may be passed on to third parties without the written consent of the original owner of the information.
The acquirer of the information undertakes to take all necessary measures, in particular with regard to his workers, partners, employees and representatives, so that the confidential information transferred is not disclosed or passed on to third parties.
10. INTELLECTUAL PROPERTY
The seller or its supplier are and remain at all times the owner of the intellectual property on all transferred products, documents etc., including copyrights and (other) intellectual rights on graphical products, equipment, software, documentation and other products - and all changes and additions made to them - as well as copies of the aforementioned products.
11. PARTIBILITY
If a provision or part of a provision of these terms and conditions, or of a quotation, order form or agreement between the contractor and the client, would be invalid, void and/or unenforceable, this shall not affect the validity and/or enforceability of the remaining provisions or parts of provisions of these terms and conditions, or of a quotation, order form or agreement between the seller and the client.
The provisions of the present terms and conditions, or of a quotation, order form or agreement between the contractor and the client that have been affected by invalidity or are invalid shall remain binding for the part of it that is legally permissible. The concerning invalid, invalid and/or unenforceable provision or part of a provision will be replaced by a valid and enforceable provision or part of a provision that is closest to the intentions of the parties.
12. JURISDICTION CLAUSE AND APPLICABLE LAW
To the exclusion of any other legislation, Belgian law applies to any disputes between the parties. The application of the Vienna Sales Convention (CISG) and the International Convention on Limitations for the International Sale of Goods of 14.06.1974 is expressly excluded.
Disputes of any kind between the parties, including those relating to the application and interpretation of these general terms and conditions, fall within the exclusive jurisdiction of the Antwerp Commercial Court, Hasselt Division. However, the seller is at all times entitled to bring a dispute before the court of the customer's head office/residence.