1. Scope of application.
1.1. For the purpose of the due application of the present general terms and conditions, the following concepts shall be understood in the manner as specified:
Terms: the present general terms and conditions of the seller;
Splen NV, with registered office at 29 Herrestraat in 3294 Molenstede-Diest and company number BE 0411.954.545;
Neon Royal NV, with registered office at 1 Nijverheidsstraat in 8020 Oostkamp and company number BE 0425.938.777;
Sign & Façade Liège NV, with registered office at 2 rue des Nouvelles Technologies in 4460 Grâce–Hollogne and company number BE 0402.374.806.
The buyer: all natural or legal persons who conclude, or have concluded, an agreement with the seller, as well as all and any parties to whom the seller supplies, or has supplied, goods.
Agreement: all agreements and/or (legal) acts between the seller and the buyer in connection with the purchase of goods from the seller by the customer, as well as all other assignments issued by the buyer to the seller.
Goods: all products which come as part of the seller’s regular range.
1.2. All orders, deliveries, installations of goods and services, and all sales shall be exclusively governed by the present general terms and conditions, to the exclusion of any general terms and conditions of the customer’s that state otherwise. Derogations from the present terms and conditions shall be required to be recorded in writing. The possible nullity of one or several provisions set out in the present terms and conditions shall not prejudice the applicability of any of the other clauses. Where the general terms and conditions and the specific terms and conditions should conflict, the specific terms and conditions shall take precedence.
Only insofar as legally applicable pursuant to article VI.47 et seq. of the Economic Law Code, the waiver clause set out below shall apply in the event of distance selling: within 14 days, counting from the day that follows the signing of the agreement, the buyer shall be within his rights to renege on the agreement without any fees being payable, provided he notifies the seller thereof by letter sent by recorded delivery. Any clauses whereby the buyer were to waive this right shall be null and void. With regard to the term to be observed, it suffices for the notification to be sent out before the expiry of the said term.
2. Quotes – Orders.
2.1. The seller quotes shall be valid for 60 days. Upon expiry of the validity period of the quote, the seller reserves the right to amend the quote. All prices are exclusive of VAT and other taxes or duties.
2.2. The dimensions and prices specified in the purchase order/quote are based on the plans and sketches as communicated by the buyer; they may be changed in consideration of the actual situation. The seller shall not be responsible for the accuracy of the details provided by the buyer.
2.3. All orders that were not set out in a written quote raised by the seller shall be binding only if they were accepted by the seller in writing.
2.4. The price lists, prospectuses, technical data, or descriptions made available by the seller only serve by way of information, unless the quote makes express reference thereto.
2.5. The seller reserves the right to demand payment of a deposit before commencing on production. Where travel is required with a view to raising a quote, the seller reserves the right to bill the relevant travel expenses. The buyer shall be under obligation to pay the deposit invoice within 7 calendar days. In the event of late payment, the seller shall not be responsible for any delays in the delivery time. The delivery time shall be revised in consideration of the production and installation capacity.
2.6. If the buyer were to cancel the order in full or in part, the seller shall be entitled to a flat rate breakage fee to the amount of the deposit with a minimum of 30% of the price agreed. Over and above the said fee, the seller shall be allowed to add the cost of materials that were ordered to fill the order concerned. As soon as production effectively gets underway, in all cases a sum in compensation to the amount of 100% of the order shall be payable. In either case, the seller shall be within its rights to claim a higher sum in compensation if it serves proof of such greater loss.
3. Intellectual property rights – Design rights.
3.1. The title of ownership over all drawings, plans, photomontages, and designs made by the seller shall remain with the seller and are to be returned to the seller. The buyer shall not be permitted to reproduce, publish, use, or imitate the drawings, plans, photomontages, designs and goods, whether in full or in part, without the seller’s prior written permission.
3.2. Only the buyer shall be responsible for the unlawful use of our trademarks and registered drawings, designs or models as made available.
3.3. Where the seller’s designer rights are offended against, the buyer shall be required to pay the seller a flat rate sum in compensation to the amount of 5,000 € to cover the loss incurred, without prejudice to the seller’s right to claim a higher sum in compensation if the seller is able to offer proof of greater loss, including the supplementary expenses required to stop the offence through the courts if need be.
4. Delivery and fulfilment deadlines.
4.1. The delivery or fulfilment deadlines stated in the quote are provided for general guidance. Exceedance of these deadlines shall not constitute grounds for compensation. The delivery or fulfilment deadline shall be suspended on sub-zero temperature days, bad weather days and annual holidays, in case of force majeure, or by reason of causes beyond the control of the seller (e.g. breakdown of machinery, industrial action, transport difficulties, terrorism, etc.). The delivery term commences following receipt of the signed quote and, where a deposit applies, following receipt of the deposit. Where both of these events occur on a different date, the latter datum shall be considered as the start of the delivery term. If the deposit fails to be paid before the maturity date, the seller shall be within its rights to revise the delivery term to the best of its ability in consideration of the production and installation capacity.
4.2. Where the goods are unable to be delivered or installed on the scheduled delivery date due to the default of the buyer, the goods shall already be permitted to be billed to the biller, without notice of default.
4.3. Where the start date of the works as agreed needs to be delayed through the fault of the buyer or where the works that have been commenced cannot be continued through the fault of the buyer, the seller shall no longer be bound by the delivery or fulfilment deadline agreed. The works shall be resumed only after a new date has been established in joint consultation. Where the start date or the interruption of the works is delayed through the action or inaction of the buyer, the seller shall equally be within its rights to also bill the supplementary costs arising therefrom.
4.4. Where the non-compliance with the delivery or fulfilment deadline is solely to be attributed to the seller, the buyer shall be within its rights to dissolve the agreement, albeit subject to the following conditions:
That the agreement expressly sets out a deadline;
That the agreement specifically sets out the option to dissolve the agreement by reason of deadline exceedance;
That the buyer serves notice of default on the seller by letter sent by recorded delivery;
The agreement may be considered dissolved only if the seller fails to resume performance of the agreement within fourteen days, or to deliver proof that the delay is due to one of the reasons specified in article 4.1, 4.2, or 4.3.
4.5. The buyer shall be responsible for obtaining the permits required, unless the permit application is included in the quote. All installations of neon signs or other products by the seller, without permit, shall be at the buyer’s risk. The costs for installation disassembly and the cancellation of the order as a result thereof shall be defrayed by the buyer.
4.6. All future taxes, customs charges, and technical inspections by inspection bodies shall be defrayed by the buyer.
5. Transfer of risk.
5.1. In respect of the delivery of the sold goods, the risk shall transfer to the buyer either upon collection by the latter from the seller’s workshops, or upon delivery at the job site in the event the seller handles the transport.
5.2 Where the buyer defaults on his duty to collect or take receipt of the goods in timely fashion, the risk shall transfer from the date of the notice of default.
6. Retention of title.
6.1. The title of ownership over all goods supplied by the seller shall remain with the seller until after payment has been received in full of the price and of the supplementary services and the costs. The seller shall be within its rights to invoke the present clause up to seven days after a letter stating notice of default has been sent by recorded delivery, prompting the buyer to transact payment, which went unheeded. In that case, the goods are to be immediately returned to the seller at the latter’s simple request, at the buyer’s expense, and without prejudice to the seller’s entitlement to indemnification in full.
6.2. Where the defaulting buyer goes bankrupt, applies for the application of the Continuity of Companies Act, or has ceased its activities in any other manner, the seller reserves the right to claim the restitution of the goods sold, by way of a simple request addressed to the party that has possession of the goods concerned.
7. Bills – payments.
7.1. All bills are to be paid ahead of the maturity date specified in the bill at the seller’s registered office. Unless otherwise set out in the specific terms and conditions, the standard settlement dates are 7 days after the invoice date for the deposit invoices and 30 days after the invoice date for the other bills.
7.2. The parties agree that the bills may be sent either by regular post or by way of electronic means of communication.
7.3. Failing a protest sent by recorded delivery within ten calendar days, the bills shall be deemed to have been accepted.
In the event of non-payment of the full or partial price on the maturity date, by operation of law and without prior notice of default the customer shall be required to pay a default interest to the amount of 12% per annum counting from the invoice date.
In the event of non-payment on the maturity date, by operation of law and without notice of default the buyer shall equally be required to pay a flat rate sum in compensation to the amount of 15% of the amount payable, with a minimum of 100 €. Amongst other things, this flat rate amount shall serve as compensation for the extrajudicial collection charges incurred by the seller or by third parties, with the exception of the judicial collection charges. Late payment of one bill shall mean that all other bills, for which a settlement date had been granted, as applicable, become immediately claimable, without prior notice of default.
In the event of non-payment or delayed payment, the guarantee obligations of the seller shall be suspended until payment is received in full, without this acting to extend the global guarantee period.
7.4. Damage to the equipment installed caused by third parties cannot be invoked against the seller. The buyer consequently remains liable for payment in full of the materials and services supplied by the seller, irrespective of the time when the buyer is compensated by said third party or the insurance company.
8.1. The agreement shall be considered dissolved by operation of law in the event of bankruptcy, the application of the Continuity of Companies Act, admission to the regime of collective debt settlement, or any other form or liquidation of the buyer’s assets. The seller shall be entitled to immediate payment of all services and goods supplied up until that point in time, without prejudice to the latter’s right to indemnification in full.
8.2. In the event of the unilateral cancellation of the agreement by one of the parties or by court-ordered dissolution of the agreement, the said party shall be required to pay a flat rate sum in compensation to the amount of 30% of the price agreed or to the amount of the deposit if the latter should be greater.
9.1. The seller offers assurances that the goods are ready to use and free from all visible and hidden flaws. It hereby affirms that the goods comply with what has been set out in the present agreement with the normal requirements of fitness for purpose, reliability, and service life.
9.2. All visible flaws, loss, or non-conformities of the goods supplied or the works performed are to be protested within 48 hours after the delivery or performance of the works by letter sent by recorded delivery.
9.3. Hidden flaws are to be protested by letter sent by recorded delivery within 8 calendar days after the flaw was established.
The hidden flaws shall cease to be covered by the seller 2 years after delivery or performance of the works, with the exception of electrical components for which the coverage term is confined to 6 months.
The seller shall only be required to offer its guarantee for hidden flaws where:
The hidden flaws already existed on the date of delivery;
The equipment was fitted in a judicious and professional manner, where the installation was not handled by the seller;
The goods supplied and/or the works performed have been paid in full in accordance with the applicable terms and conditions of payment;
The goods supplied and/or the works performed were used under normal circumstances or were serviced in accordance with the technical requirements with which the buyer is deemed to be familiar.
However, the buyer shall not be permitted to invoke the following as faults or hidden flaws: minor surface imperfections, surface wiring, ingress of water, day and night-time shade variations, minor colour differences between the samples presented and the materials fitted.
The buyer is to notify the seller of the hidden flaw by letter sent by recorded delivery within 8 calendar days at the latest after the hidden flaw was established or could have been established under normal circumstances.
If the above requirements are met, the buyer shall be entitled to have the defective materials repaired or replaced – at the seller’s discretion – within a reasonable time span, to the exclusion of the right of cancellation, the entitlement to compensation and interests.
10. Force majeure - Liability & nullity.
10.1. In the event of force majeure, the party that is on the receiving end shall be released from all contractual responsibilities. It shall be free to reduce its contractual commitments, cancel the agreement, or have the performance thereof annulled or suspended, without being under obligation to pay any kind of compensation. The parties shall consider the events listed below - albeit not limited thereto – as instances of force majeure: war, industrial action, lock-out, engineering interruption, fire, flooding, the unavailability of means of transport, difficulties procuring basic materials, materials, and energy, restrictions or demands imposed by the authorities.
10.2. The seller shall be liable only for all and any loss to the extent, the amount and subject to the terms of the cover granted under the public liability insurance policy. On no account shall liability be accepted in excess of the contract sum.
10.3. The seller waives all and any liability for the stability, the condition or the state of the real property onto which the equipment is to be affixed. Similarly, the seller waives all and any liability for falling debris, decay or loss to third parties attributable to the poor condition of the real property onto which the equipment of the seller is affixed.
The buyer shall assume full liability for all loss/damage caused by third parties, gusts of wind in excess of 83 km/hour (23 m/s) or exceptional weather conditions (damage caused by storms and hail, ice pressure, flooding). We would advise the buyer to take out a specific insurance policy to cover any of the above events.
10.4. The seller waives all and any liability where loss/damage is caused by the concurrence of a flaw in the product and the fault of the victim or of a person for whom the victim is liable.
10.5. The seller waives all and any liability for the consequences of a minor and/or normal fault by it and/or its vicarious agents. The seller shall be liable only in the event of serious fault and/or wilful intent. In all cases, the seller’s liability shall be limited to the amount specified in the agreement concluded between the parties. Moreover, the seller shall be liable only for loss which was directly and necessarily caused by the works and/or materials supplied.
10.6. Where works are to be carried out by the seller which could cause damage and/or nuisance to a public utility, the buyer undertakes to inform the utility company concerned at least 15 days ahead of the start of the works of the planned activities by letter sent by recorded delivery, with a copy going to the seller. The buyer is to provide the seller with any above or underground utility maps, where available, before the works get under way. The buyer undertakes to defend, indemnify, and hold the seller harmless against any claims from utility companies for loss/damage caused by the seller to utilities in the performance of works, attributable to the customer’s remissness to report this in timely fashion.
10.7. In spite of every possible precaution put in place by the seller, after the lighting display(s) has/have been set up, the reception of TV or radio signals may suffer from interference. The costs for resolving these issues are always borne by the buyer..
10.8. The seller offers a 2-year guarantee on its goods, with the exception of electrical components for which the guarantee period shall be limited to 6 months. This guarantee starts running from the day of delivery or performance of the works. The guarantee covers manufacturing defects only and shall not extend to cover wear and tear arising from inappropriate use or accidents.
10.9. On no account shall the seller be liable for claims arising from disregarded intellectual property rights over products, drawings, logos, and descriptions which are provided by the buyer or imposed with a view to the performance of the agreement.
10.10 The possible nullity of one of the provisions in the present general terms and conditions shall not engender the nullity of the other clauses or the contract. In that event, the other provisions shall continue to apply in full.
11. Court of competent jurisdiction
11.1. In the event of a dispute, the courts of the legal district of the town where the seller has its place of business shall have exclusive jurisdiction. The present clause shall equally apply to agreements concluded with subjects of the EU, in compliance with the Brussel I-bis regulation.
11.2. The formation, the existence, and the consequences of the agreement concluded with the seller shall be exclusively governed by Belgian law.