Article 1 – Application of the General Terms and Conditions
The Sales Contract (the ‘Contract’) is the document signed and dated by the parties identified as the ‘Seller’ and the ‘Buyer’ relating to the sale of the Equipment as described in the Specific Terms and Conditions set out herein. The Contract may also sometimes be formed by a simple exchange of the client’s consent to the Seller’s quote. It may also be formed by the contract documents as part of a public tender procedure. Furthermore, the Contract is governed by these General Terms and Conditions, to the exclusion of all the Buyer’s General Terms and Conditions or any clauses therein, unless this is expressly waived in the Contract. The specific provisions of the Contract take precedence over these General Terms and Conditions should they conflict.
Article 2 – Prices
2.1. The prices are expressed in Euro, exclusive of taxes and charges, and are valid for delivery at the Seller’s premises, on the date agreed, and for the supply of the Products described in the Specific Terms and Conditions, to the exclusion of any other work or service, unless otherwise agreed.
2.2. The prices do not include any transport costs.
2.3. In principle, prices are not subject to change, but the Seller may apply any changes in the prices of its suppliers that occur between the order and delivery, as well as any changes in the VAT rate or new taxes that occur before the delivery date.
Article 3 – Transfer of risk – Transport and installation
3.1. All risk with respect to the Equipment shall pass to the Buyer when the Buyer takes possession of the Equipment. However, if the Buyer does not take possession at the Seller’s premises, the Equipment shall be shipped at the Buyer’s risk and the passing of risk shall occur upon shipment. The Seller’s only obligation represents the minimum obligation to provide the Buyer with the Equipment on the premises/at the facilities of the Buyer, and to provide the set-up Services on the site in accordance with the Contract’s stipulations. The Buyer therefore bears all the costs and risks relating to the shipment of the Equipment from the Seller’s premises to the site indicated by the Buyer (transport, customs and insurance and any other related costs in general).
3.2. If the Seller is responsible for transporting the Equipment, the Buyer shall bear the cost. The Equipment shall be transported to the location specified by the Buyer, who agrees to ensure that the location it specifies is accessible without risk to the transportation vehicle and the Equipment Installation Services. Failure to do so shall render the Buyer liable for any damage to the Equipment and/or the transport vehicle. Furthermore, the staff that the Buyer appoints to physically receive the Equipment (officer, agent or representative) is presumed to have the required skills. In the event that the Equipment is not delivered and/or installed on the date agreed, and in accordance with the times agreed, due to the absence of the Buyer, one of its officers, agents or representatives, the Seller shall be entitled not to install/deliver the Equipment and postpone the Service, the costs of which shall be borne by the Buyer.
3.3. For the purposes of the Contract and these Terms and Conditions, the Service (or Services) shall mean the set-up, installation, assembly, dismantling and removal of the Equipment. The Services shall be performed under the responsibility of the party for whom they are performed. Under no circumstances can the Buyer’s liability be reduced, in particular in terms of safety, due to the work, during these operations, of the Seller’s staff or its service providers. 3.4. The Buyer must ensure that the site intended to receive the Equipment has the required qualities for this purpose, in particular in terms of levelling and safety. If additional handling equipment is required to carry out the Service, it shall be at the Buyer’s expense. Furthermore, the Seller cannot be held liable in the event of damage caused to the ground due to its Services.
Article 4 – Delivery
The date or delivery time are only given as an indication. The Seller shall not be liable for a delay in delivery due to unforeseeable circumstances beyond the Seller’s control that make it impossible or substantially more difficult or costly to fulfil its obligations, provided that the Seller notifies the Client no later than the date scheduled for delivery.
Article 5 – Payment
Unless otherwise stipulated in the Special Terms and Conditions, invoices are payable by bank transfer 15 days after the date on which they are issued.
The Seller may assign or pledge its rights vis-à-vis the Client to a third party, either by assignment or by pledging its claim, or by transferring ownership of the Equipment, without this affecting the obligations of the Buyer.
Article 6 – Penalties if the contractual obligations are not observed
6.1. If the Buyer requests the postponement of delivery, or is responsible for the failure to deliver on the agreed date (delivery refusal, payment default, absence, last-minute change, incorrect information, etc.), the Seller may claim, in addition to the transport costs and costs for supervising and warehousing the equipment, €125 per day including VAT, payable in cash, without prejudice to its right to claim further damages and interest and/or to terminate the contract.
6.2. In the event of a failure to pay an invoice when it is due, any payment owed by the Client shall be immediately due, and after eight days following notice that has remained unsuccessful, the Seller may suspend its services, without prejudice to its right to terminate the contract.
6.3. Any sum unpaid by the Client when due shall result, by right, after notice, in 1% late interest per month. Furthermore, it shall be automatically increased, after formal notice, by a flat-rate compensation of 10% of the unpaid amount by way of damages, with a minimum of €250, without prejudice to the Seller’s right to prove and claim higher damages.
6.4. In the event of serious and culpable non-performance by the Client, the Seller shall be automatically entitled to terminate the contract by registered letter after eight days following the unsuccessful sending of a reminder. Such cases include, but are not limited to: – failure to accept delivery of the equipment on time; – late payment of more than thirty days, or serious risk of non-performance of one of his main obligations, etc. In cases of serious and culpable non-performance, unless the Client establishes that it is not liable, the Seller may also claim compensation corresponding to the loss suffered, fixed at a flat rate of 20% of the agreed price, without prejudice to the compensation due for the transport and storage costs, and without prejudice to its right to claim greater damages and interest if it proves that a greater loss has been incurred. Any advance payment made by the Client shall be applied to the amount due under this clause.
Article 7 – Checks to be carried out by the Buyer and Equipment characteristics
7.1. The Buyer must examine the equipment, and immediately report any apparent defects or discrepancies from the contractual specifications, i.e. all the defects that can be identified rapidly by an attentive and thorough check, in particular those relating to the products’ characteristics and operation, to the Seller in writing.
7.2. The equipment shall be deemed to have been approved by the Buyer if it does not make a precise and detailed claim by registered letter within eight calendar days of the delivery date.
7.3. In the event of a sale to a private individual, the legal guarantees apply.
Article 8 – Force majeure – Government Action (‘Fait du Prince’)
The Seller shall not be held liable for the non-fulfilment of any of its obligations if such non-fulfilment is due to a case of force majeure or because of a government action, in particular in the event of fire, hail, natural disasters, strikes, lockouts, general shortage of supplies or means of transport, etc.
Article 9 – Applicable law – Jurisdiction
Belgian law applies. Any dispute arising between the parties and relating directly or indirectly to the Contract shall fall under the sole jurisdiction of the LIEGE business court, LIEGE Division.
GENERAL TERMS AND CONDITIONS OF RENTAL
Article 1 – Application of the General Terms and Conditions
The Rental Contract (the ‘Contract’) is the document signed and dated by the parties identified as the ‘Lessor’ and ‘Lessee’ relating to the rental of Equipment as described in the Specific Terms and Conditions set forth herein.
The Contract may also be formed by the simple exchange of the client’s consent to an offer from the lessor.
It may also be formed by the contract documents as part of a public tender procedure.
Furthermore, the Contract is governed by these General Terms and Conditions, to the exclusion of all the Lessee’s General Terms and Conditions or any clauses therein, unless expressly waived in the Contract.
The specific provisions of the Contract take precedence over these General Terms and Conditions should they conflict.
Article 2 – Use of the Equipment
For the purposes of the Contract and these General Terms and Conditions, the Equipment shall refer to the description of the Leased Property as set forth in the Contract.
The Lessee undertakes to use the Equipment rented with due care. In particular, it refrains from sealing the Equipment in the ground or any building, and undertakes to maintain its status as a movable asset at all times. By agreement, the Lessor and Lessee acknowledge the movable status of the asset(s) governed by the Contract.
Article 3 – Transfer of risk – Transport and installation
3.1. All risk with respect to the Equipment shall pass to the Lessee when the Lessee takes possession of the Equipment. However, if the Lessee does not take possession at the Lessor’s premises, the Equipment shall be shipped at the Lessee’s risk and the passing of risk shall occur upon shipment. The Lessor’s only obligation represents the minimum obligation to provide the Lessee with the Equipment on the premises/at the facilities of the Lessee, and to provide the set-up Services on the site in accordance with the Contract’s stipulations.
The Lessee therefore bears all the costs and risks relating to the shipment of the Equipment from the Lessor’s premises to the site indicated by the Lessee (transport, customs and insurance and any other related costs in general) and vice versa, i.e. the removal and return of the Equipment to the Lessor’s premises at the end of the Contract. 3.2. If the Lessor is responsible for transporting the Equipment, the Lessee shall bear the cost. The Equipment shall be transported to the location specified by the Lessee, who agrees to ensure that the location it specifies is accessible without risk to the transportation vehicle and the Equipment Installation Services. Failure to do so shall render the Lessee liable for any damage to the Equipment and/or the transport vehicle. Furthermore, the staff that the Lessee appoints to physically receive the Equipment (officer, agent or representative) is presumed to have the required skills. In the event that the Equipment is not delivered and/or installed on the date agreed, and in accordance with the times agreed, due to the absence of the Lessee, one of its officers, agents or representatives, the Lessor shall be entitled not to install/deliver the Equipment and postpone the Service, the costs of which shall be borne by the Lessee.
3.3. For the purposes of the Contract and these Terms and Conditions, the Service (or Services) shall mean the set-up, installation, assembly, dismantling and removal of the Equipment. The Services shall be performed under the responsibility of the party for whom they are performed. Under no circumstances can the Lessee’s liability be reduced, particularly in terms of safety, due to the work, during these operations, of the Lessor’s staff or its service providers.
3.4. The Lessee must ensure that the site intended to receive the Equipment has the required qualities for this purpose, in particular in terms of levelling and safety. If additional handling equipment is required to carry out the Service, it shall be at the Lessee’s expense. Furthermore, the Lessor cannot be held liable in the event of damage caused to the ground due to its Services..
Article 4 – Insurance
4.1. The Lessee undertakes to insure the leased Equipment for its full value for the full duration of the Lessee’s use of the Equipment. The policy must cover any loss or claim relating to the Equipment, in particular the risks of fire, theft, any deterioration caused either due to its fault, or those of the people it is responsible for, or due to the fault of a third party. The Lessee must show the Lessor proof of having taken out the insurance policy and paying the premiums at the Lessor’s first request, and must inform it of any change that occurs. If the Lessee has failed to insure the Equipment rented, the Lessor may insure said Equipment at the Lessee’s expense.
4.2. The Lessee shall refrain from reducing, suspending or terminating the policy and insurance coverage.
4.3. In the event of a claim, the Lessee must scrupulously observe the clauses of the insurance policy, in particular the timeframe to make a claim and the obligation to obtain the insurer’s consent before making any repairs. In the event that coverage is refused, the Lessee shall be liable to the Lessor for all damages, consequences and costs resulting from said refusal.
4.4. The Lessor is subrogated in all the Lessee’s rights with respect to the insurer. The Lessee grants the Lessor an irrevocable mandate to receive the amount of compensation due by virtue of the insurance contract, and to hold it against any balance due by the Lessor and for the purposes of clearing this balance.
4.5. In the event of the Equipment being sublet (see Article 7 below), as agreed by the Lessor, the Lessee undertakes to impose its insurance obligation on the sub-lessee, and failing this, to insure the Equipment itself.
Article 5 – Repairs and maintenance
The Lessee must maintain the Equipment and make all the necessary repairs, whether these are large repairs or so-called rental repairs. Any costs resulting from a maintenance defect attributable to the Lessee, to abnormal wear or damage resulting from non-compliant use, an accident or negligence, shall be borne exclusively by the Lessee without deduction for age.
Article 6 – Return
6.1. Upon expiry of the Contract for any reason whatsoever, the Lessee shall return the Equipment to the Lessor in good condition, cleaned and free from any objects belonging to the Lessee or third parties and any external connections. The costs for cleaning, removing miscellaneous objects and/or waste made necessary by the Lessee or third parties shall be borne exclusively by the Lessee. Under no circumstances may the Lessor be held liable for any damage cause to objects found in the rented Equipment at the end of the Contract.
6.2. The site to which the Equipment is to be returned shall be made accessible to the transport vehicle. The Equipment shall be removed at the Lessee’s expense (see Article 3.1 above).
6.3. The Lessee undertakes to inform the Lessor of its availability to return the Equipment at least seven days before the end of the Contract.
6.4. If all or part of the equipment is not returned, the Lessor shall be entitled to charge the Lessee for the price of the Equipment not returned at its new value, according to the price applicable at the time the Equipment should have been returned.
6.5. If the Lessee terminates the Contract before the end of the rental period, the Lessor shall charge the Lessee for all rentals due up to the end of the Contract. This amount, which consists of the aforementioned rentals, shall then be payable immediately.
Article 7 – Assignment and subletting
The Lessee may not assign or sublet all or any of its rights without the Lessor’s prior written consent.
Article 8 – Penalty for late payment and termination due to the infractions by the Lessee Any sum unpaid by the Lessee when due shall result, by right, and without notice, in 1% late interest per month. Furthermore, it shall be automatically increased, after formal notice, by a flat-rate compensation of 10% of the unpaid amount by way of damages, with a minimum of €250, without prejudice to the Lessor’s right to prove higher damages.
8.2. Repeated late payments shall be considered a serious breach by the Lessee, justifying the Contract’s termination. In general, in the event of non-performance by the Lessee, the Lessor shall be entitled to terminate the Contract eight (8) calendar days after sending a registered letter of formal notice to the Lessee, which has remained without effect, and to demand from the Lessee, in addition to the return of the rented Equipment, all rental payments due up to the end of the Contract (see article 6.5 above).
Article 9 – Applicable law – Jurisdiction
Belgian law applies. Any dispute arising between the parties and relating directly or indirectly to the Contract shall fall under the sole jurisdiction of the LIEGE business court, LIEGE Division.
