Conditions of sale and invoicing

Art. 1. Fields of application

1. These general conditions apply to the market described in the offer, which the first named - hereinafter called the contractor - will carry out at the request of the second named - hereinafter called the contracting authority, excluding buyer's terms.
2. By placing an order, the client acknowledges having read our general conditions and accepting them. Deviations from these general conditions are only possible with our express written consent.
3. The possible nullity or invalidity of one of these conditions does not entail the nullity of the other conditions or of the contract.

Art. 2. Studies, price offers and contracts

1. Unless otherwise specified, our price offers are valid for 30 days. The contract only becomes valid after our written confirmation or (at the start of) its execution.
2. In our offers, the quantities are given only as an approximation. We therefore reserve the right, in the event of actual execution of the work, to verify the reality of the quantities and to take into account the work actually carried out..
3. Under no circumstances will we be held responsible for any consequences that may arise from incorrect communication of sizes or dimensions by the customer.
4. Any modification made by the contracting authority to the initial order after submission of our price offer, can only be taken into account subject to agreement on the possibly modified conditions that we have formulated, inter alia with regard to the price, the terms of payment, turnaround times, etc.
5. The description and characteristics of the products are provided for information purposes only and may be modified by mutual agreement if correct placement requires it.
6. In accordance with the legal provisions, it is the client's responsibility to ensure the appointment of a safety coordinator and to obtain the necessary authorizations. The provisions made by the security coordinator, in addition to the legal provisions, are not included in our offer, unless otherwise stated. They will be re-invoiced to the client.
7. Even in the event of an absolute flat rate, we have the option of proving the modifications or additional work requested by the client and the price due for these, by all legal means, including a confirmation of the order remaining undisputed on our part.
8. All studies, plans, documents, sketches, drawings, samples and projects remain our property, protected by intellectual property rights. In the event of delivery to the client, they may not be misappropriated either by the client or by third parties. The project owner is responsible for any possible diversion and the contractor reserves the right to claim compensation for the damage suffered. This is fixed at a flat rate of 10% of the contract amount, without prejudice to our right to prove higher damage. The aforementioned documents must be returned on first request.

Art. 3. Price

1. The prices are established using the elements in our possession: plans, specifications, detailed bill of quantities, summary bill of quantities and execution times, as mentioned in our offer and without observation on site. All our prices are always exclusive of VAT and other taxes. VAT and other levies and charges, as well as their modifications, are always the responsibility of the client. Our prices are generally subject to revision according to the following formula, even in the case of an absolute fixed price: P=p(0.40 s/S + 0.40 i/I + 0.20) where “s” and "S" represent the average hourly wage of workers coming under the Joint Construction Committee category D, respectively on the date of the performance period in question and on the date of the offer, while "i" and "I » represent the monthly values of the index of construction materials fixed by the Ministry of Economic Affairs for the same respective periods.
2. When a contract is concluded on the basis of fixed prices, a settlement will nevertheless take place if: – the execution is modified; – the plans and/or measurements that served as the basis for the package are incorrect. We reserve the right to review our prices and adapt them when the contractual execution times must be adapted for reasons beyond our control and this especially to recover the costs of administration, site installation, etc. Are not included in our prices all that is not expressly included in our offer such as: cut-outs, reinforcements, lighting points, detectors, vents, acoustic screens, lowering levels , slopes, steps, expansion joints, grounding, wiring, bridging and baseboards, public facilities, sanitary facilities, etc. For direct invoicing, working hours are calculated from the time workers leave the workshop until they return to the workshop. Travel costs are not included in the hourly wages and are billed separately (= kilometer allowance).
3. Lcontributions to a "pro rata" account are not included in our prices, unless otherwise stated.

Art. 4. Execution and support

1. The execution time is expressed in working days. Are not considered as working days, Saturdays, Sundays, legal holidays, annual vacation days and compensatory holidays, as well as the days during which the work has, or would have, as a result of atmospheric conditions or their consequences, impossible for at least four hours.
2. All circumstances reasonably unforeseeable at the time of the submission of the offer and unavoidable, which make the execution of the contract, financially or onerous, difficult beyond normal forecasts, are considered as cases of force majeure. They give the right to the entrepreneur to request compensation, revision or termination of the contract. If they force the contractor to interrupt the work, the performance period is automatically suspended for the duration of the interruption, and extended by the time necessary to restart the work, which is at least five working days.
3. All execution and delivery times are only mentioned as an indication. A delay in delivery does not automatically authorize the Client to claim compensation or terminate the contract. The client must in all cases grant the contractor an additional period of 30 working days after the final contractual deadline and this after a formal notice. In the event of non-delivery or late delivery due to the absence of delivery from our suppliers, the client waives all recourse against the contractor. This constitutes, in addition to the normal cases of force majeure, a case of force majeure agreed between the parties.
4. When the performance period is suspended or interrupted by the contracting authority, or its representative or by third parties acting on the contracting authority's orders, the latter is liable for the remaining working days for compensation equal to 20 % of the average cost per day of the work carried out, without prejudice to our right to claim higher compensation if this is manifestly insufficient and subject to justification. The contractor determines himself when he can resume the work, without any compensation for delay being due for this.
5. If the project owner does not comply with the obligations set out in the contract, the contractor reserves the right to stop the work without prior warning. The work carried out up to that time will then be invoiced and payment of the invoices will be immediately due.
6. If we receive unfavorable business or credit information about the customer, we have the right to suspend the performance of the contract until sufficient security has been given; failing which we have the right to cancel the contract, to invoice the part already carried out, without being liable for the slightest damages.
7. Unless otherwise agreed, it is agreed that if no observation is sent by registered mail to the contractor within eight days after the end of the work, the work must be considered as definitively accepted. This moment is therefore assimilated to final acceptance. Subsequent work carried out by other craftsmen, below or above the work we have carried out, can only take place after receipt of our work, which implies that any protection must be provided by the master of work.

Art. 5. Cancellation

1. In the event of cancellation of an order or a contract, even partial, by the contracting authority, the latter is required to pay compensation equivalent to 10% of the value of the contract or of the canceled order. , with a minimum of € 500, without prejudice to our right to prove higher damage.
   

Art. 6. Payments

1. Unless otherwise provided in our price quotation, payment will be made as follows:
   first deposit of 20% on order, payable in cash;
   second installment of 20% at the start of the works;
   60% based on progress reports, carried out monthly; the materials delivered to the site to be taken into account in the progress reports.
   Each progress report submitted is considered approved for invoicing if no written observation has reached us within five working days. Invoices are payable within one month of their invoice date. The amount of our invoices is always payable at our head office and without discount. Any protest can only be made in writing and by registered mail within eight days of receipt of the invoice and must mention the date and number of the invoice. Payment by bill of exchange does not entail novation. All costs, interest and agios are borne by the client. In the event of late payment, the unpaid part of the amount of the invoice shall automatically and without formal notice produce late payment interest, in accordance with article 5 of the law of 02-08-02 concerning the fight against late payment. payment in commercial transactions. The fixed compensation is 10%, with a minimum of € 100. For invoices below € 100, a fixed fee of € 25.00 for administrative costs will be charged. Costs related to unpaid drafts or checks, as well as any other collection costs, are not included in this fixed compensation and will be charged separately. Subject to a written agreement to the contrary, this clause also applies in the event that respite periods or clearance plans have been granted. Non-payment of the invoice (or part of it) or part of the contract when due, makes the balance of all accounts, drafts included, immediately due. We further reserve the right to terminate further deliveries and placement. We also reserve the right to consider the contract as terminated automatically and without prior notice for the entire contract or the part of the contract not yet executed. This without prejudice to the payment of compensation by the contracting authority who remains in default. During payment, no amount can be retained as a guarantee. If a guarantee has been expressly agreed, this is established on the basis of a bank guarantee or a guarantee issued by a guarantee fund, up to a maximum of 5% of the total amount of the contract. 50% of this guarantee is released at the end of the work and 50% at most six months later.

Art. 7. Complaints

1. The project owner must notify us by registered mail, within eight days of delivery and/or installation, of all visible defects and discrepancies with respect to what was ordered. After this date, we
   we are no longer responsible and no refunds will be accepted.
2. In addition to cases relating to ten-year liability, a six-month guarantee for minor hidden defects is given on the work carried out, unless otherwise provided in writing. This warranty is limited solely to the replacement of any part whose construction and/or assembly error is obvious, to the exclusion of any other repair. However, the warranty does not cover:
   • Incorrect use or incorrect handling of products, materials and devices;
   • Damage caused by force majeure;
   • An intentional act or fault committed by any person whatsoever, including the project owner or his agent;
   • Damage due to frost or humidity.
   The contractor will in no way be required to guarantee against hidden defects if the deliveries and/or work carried out have not been fully paid for in accordance with the payment conditions in force. The contractor's warranty obligation for defects in the delivered goods does not extend beyond that of the suppliers of the goods. All complaints on the grounds of latent defects must, under penalty of lapse, be communicated immediately to the contractor by registered mail, after their discovery by the client. Complaints should be described very thoroughly. In any case, each legal action on the grounds of latent defects must, under penalty of lapse, be brought within six months after acceptance of the work.
3. Are not considered as non compliant, or as an apparent or hidden defect: slight differences in color or texture, etc.

Art. 8. Transfer of risk

1. All goods are brought to the site at the risk of the contractor. The client must ensure that the goods, on their arrival, can be immediately delivered to the site and stored in a safe and dry place. Unnecessary travel costs and excessively long waiting times (more than 15 minutes) will be charged to the client.
   The transfer of risks referred to in Articles 1788 and 1789 of the Civil Code takes place as the work is carried out or the materials delivered.

Art. 9. Retention of title

1. Even after their incorporation, the materials delivered under this contract remain our property and the client is only the holder. We can undo and recover them without the permission of the client, and keep the installments paid in compensation for our damage. This right is extinguished, and the property is definitively transferred as soon as the building owner has discharged all his debts towards us. In the event of an appeal against the right of recovery, we may keep the installments paid in compensation for our damage. If the retention of title is exercised by registered letter, the client is presumed to have knowledge of it on the second working day after it is sent.

Art. 10. Disputes

1. In the event of a dispute concerning the validity, execution or interpretation of this contract, only the courts of the judicial district of Brussels are competent.