General terms and conditions of sale DaB
Article 1. Definitions
Terms beginning with a capital letter have the following meaning:
Article 2. Scope of application
These general conditions of sale, hereinafter "General Conditions" define the rights and obligations of both parties in the event of an order or purchase of Products or Services offered by DaB remotely, or at its headquarters in 7140 Morlanwelz, Rue Sainte-Henriette No. 1, or in any other place.
Orders can only be placed after the Customer has read and accepted without reservation the General Terms and Conditions attached to the offer/order form. By paying a deposit and/or the entire invoice or by submitting/signing an order form and/or by validating an order in person or via e-mail, the Customer acknowledges having read and accepted without reservation the present General Conditions.
Accordingly, these Terms and Conditions apply automatically to all agreements between the Customer and DaB. These General Terms and Conditions exclude, in the absence of express written acceptance by DaB, all general and special conditions of the Customer. No deviation from these General Terms and Conditions is permitted without written confirmation by a legal representative of DaB.
Article 3. Offers
Quotations/order forms/offers made by DaB are valid for 30 calendar days, unless otherwise agreed. The number of units, weights, materials, colors, surfaces etc. specified in the quotations for the realization of an Agreement must be verified by the Customer. Quotations and offers are strictly limited to the items specified. If supplies exceed the quantities specified in the Quotation, such excess shall be subject to additional billing. Quotations are valid for the period indicated therein
. Unless otherwise stated, quotations and offers by DaB are always made exclusive of any costs incurred by third parties for the delivery of the Products and goods to the location chosen by the Customer (e.g. costs of applying for a parking ban, costs of hiring a furniture lift, etc.). If DaB incurs such costs on behalf of the customer, these costs will be passed on to the customer who can request the necessary proof.
DaB reserves the right to suspend, cancel or refuse to sell to a customer, in particular if the information provided by the customer is clearly incorrect or incomplete, if there is a dispute over the payment of a previous order or a deposit, or on any other just grounds.
The customer must provide an email address, billing information and, if applicable, a valid delivery address. The customer can use this email address for any exchange with DaB unless otherwise agreed.
DaB reserves the right to block the customer's order in case of non-payment, wrong address or any other problem on the customer's account until the problem is solved.
Article 4. Prices
Unless otherwise stated, the prices of the various Products and Services are quoted in EURO (€) and exclusive of VAT.
The prices and taxes for the Products and Services are stated in the documents issued by DaB or are stated in an e-mail following a specific request from a Customer or in a quotation/purchase order. DaB's quotations and price offers are based on the prices of raw materials, remunerations, commissions, wages, order quantities etc. valid on the day the offer is made. DaB therefore reserves the right to adjust its prices in line with changes in these parameters.
Unless otherwise stated, any delivery costs are not included in the quoted price but are calculated separately during the ordering process depending on the agreed method and place of delivery and the number of Services or Products ordered and must be paid by the Customer. Any customs and excise duties that may be charged to the Customer for a
Article 5. Transfer of property and risks
Ownership of the Products and/or goods does not pass until the Customer has paid the full price. If the Customer fails to fulfil his obligations to DaB or if there is a justified fear that the Customer will fail to fulfil his obligations in the near future, DaB reserves the right to take back the Products and goods or have them taken back at the expense of the Customer irrespective of who holds them.
The customer ensures that the goods remain readily identifiable until the price due has been paid in full and unconditionally. The Customer assumes all risks related to the total or partial loss or deterioration of the Products.
However, the risk shall pass to the Customer upon delivery of the Products or performance of the Services by the Customer.
Article 6. Invoices
DaB's invoices are payable within the period indicated on the invoice or, if not, within 30 days. Invoices for advance payments are to be paid when the order is placed (within 5 days from the date of issue).
Failure to pay an invoice by the due date automatically renders all other claims of DaB against the Customer due and payable. Invoices not paid by the due date are automatically and without prior notice subject to interest of 1% per month on the sums due, it being understood that any month started is considered as fully over until full payment. In addition, the Customer who has not paid a due invoice, will be liable by operation of law and without prior notice, for a fixed indemnity equal to 15% of the outstanding balance with a minimum of 150.00 euros, which will be due as compensation for damages. In the event of non-payment in due time, DaB also reserves the right to suspend the Agreement and any other current order.
Unless otherwise agreed, a deposit of 30% of the estimated price will be charged to the Customer upon acceptance of the offer, the balance of the price will be charged upon delivery of the Products or after performance of the Services. The performance of the contract by DaB shall only commence after payment of the said deposit by the Customer.
As stated, the terms and conditions referred to in Article 6, §3 of the General Terms and Conditions are "unless otherwise agreed". The agreed instalments for payment (advance payment, progress report, balance, etc.) - as set out in the General Terms and Conditions or in the special terms and conditions - are subject to the acceptance of DaB's credit insurer as to the financial coverage of the entire services agreed between DaB and the Customer. If the credit insurer does not accept DaB can offer other payment terms and instalments which can be accepted by the customer, otherwise the agreement is deemed to have expired.
In the event of cancellation of the order by the Customer for any reason whatsoever, DaB may at its option either demand performance of the contract by force or payment of damages fixed at 30% of the amount of the order, unless otherwise agreed.
Article 7. Obligations of the Parties
a. Time limits
Unless otherwise agreed, the Products are delivered/Services are performed at the address given by the customer. Delivery or performance periods mentioned by DaB are purely indicative and not binding on DaB.
If a binding delivery or performance period is agreed in writing, DaB is entitled to suspend or terminate the contract in the event of exceptional circumstances, unforeseen circumstances or force majeure. In neither case can the customer claim any compensation from DaB. Exceptional circumstances", "unforeseeable circumstances" or "force majeure" means any situation or circumstance in which DaB is unable to fulfill its contractual obligations due to facts or circumstances beyond its control or for which it is not responsible.
If the customer requests a change in the agreed delivery date, DaB reserves the right to pass on any additional costs to the customer. Additional costs arising from incomplete or incorrect information provided by the customer will also be charged to the customer.
b. Error of delivery and apparent defects
Upon receipt of the Products or goods, the Customer or recipient shall check the good condition of the delivered Product or the conformity of the order with the indications on the order form.
In the event that one or more of the Products ordered are missing, damaged or unfit for use, the Customer or recipient must make the necessary reservations to the carrier at the time of delivery and immediately inform DaB within a maximum of eight calendar days of delivery of the Products.
Any reservation not made in the rules defined above and within the time limits could not be taken into account and will release DaB from any responsibility or guarantee for apparent defects vis-à-vis the Customer.
The Services (including the Works) performed by DaB may be subcontracted in whole or in part, which the Customer accepts without reservation.
d. Access to and condition of the building site
The access road to the building site and to the Customer's premises must be accessible for all types of vehicles. It is the responsibility of the Customer to ensure that DaB is able to deliver the goods to the site without this access being impeded. If the premises are located on the first floor, the Customer guarantees to provide an elevator free of charge to transport the Products and goods. If necessary, the Customer shall inform DaB of the need to hire an elevator, the cost of which shall be borne by the Customer.
The building site / premises must be heated, lit and in a condition to accommodate DaB or its subcontractors for the performance of the Services. The site and premises shall be accessible from 8.00 am to 7.00 pm. The humidity level will be between 40% and 70%, while the temperature will never be lower than 12°C or higher than 25°C.
Energy consumption (water, electricity, etc.) and the costs of using the roadway will be borne exclusively by the Customer.
The Customer is required to provide all information and/or layout plans relating to water, gas, electricity, computer networks, internet, telephone and water drainage. If he fails to provide these elements, he alone will be responsible for any damage.
The Customer shall obtain all necessary authorizations for the execution of the Works. Any penalty, tax, fee, fine related to the execution of the Services in the absence of the required authorization, will be charged to the Customer. The Customer is also informed of the possibility of calling in an architect to check the site, at its expense.
e. Acceptance of the Works
Where the Services provided relate to the Works, DaB's task ends with the acceptance of the Works, which will automatically take place when the Works are completed in their entirety. DaB will have the Client sign a document certifying completion of the Work or alternatively send an email to notify the completion of the Work. If the Customer fails to mention any reservations (either in the document or within 48 hours of receiving the e-mail), the Customer is deemed to have accepted the Work in its apparent condition. If reservations are mentioned in the document and if they are well-founded, DaB will use its best efforts to remedy them, either in kind or by equivalent.
Failure to formally accept the Work as indicated above does not prevent tacit acceptance if there is no reaction from the Customer within a short period of time from the end of the Work for DaB.
Article 8. Declarations and guarantees
a. Guarantee for sales between professionals
DaB provides a guarantee for hidden defects for 1 year from the date of delivery of the Products, performance of the Services, or acceptance of the Work. If the latent defect is attributable to DaB and if it seems justified, DaB's liability/warranty is limited to repair in kind or by equivalent, at DaB's choice, without DaB being liable for any additional compensation. If the customer wishes to claim a hidden defect, he must do so within 15 calendar days of discovery of the defect, otherwise the warranty will lapse. No warranty is given for damage to the Products or Services resulting from abnormal use of the product or from installation, handling (such as, for example, moving), processing or treatment by the Customer or a third party which is abnormal or which does not comply with professional standards and instructions of DaB. The Customer is presumed to have been informed of these standards and instructions.
Unless otherwise stated, complaints about apparent defects, lack of conformity or installation of the Products or Services are inadmissible if they are not communicated to DaB within 48 hours after delivery of the Products. DaB is not liable for any damage caused to third parties. The customer assumes full responsibility for the safekeeping of the Products.
b. Warranty exclusions
DaB's warranty is always excluded in the following cases:
- normal wear and tear;
- accident, disaster or force majeure event;
- misuse, fault or negligence (i.e. failure to follow the instructions for use, the rules for maintenance or the rules for normal use) by or on behalf of the Customer;
- external causes, such as power failure, voltage variation, insufficient electrical system to accommodate the necessary power, etc.; - poor storage or handling of the Products and goods; - use in conjunction with equipment or programs not supplied by DaB; and
- use in conjunction with equipment or programs not supplied by DaB; and
- any installation, maintenance, repair, servicing, relocation, modification or other work of any kind carried out by any person or entity other than DaB without the prior written approval of DaB, or any use of spare parts or goods not supplied by DaB
Article 9. Resolution of the Convention
DaB is entitled to suspend or terminate the Agreement with immediate effect, to the detriment of the Customer, without judicial intervention and without any compensation to the Customer, in the event of bankruptcy, judicial reorganisation proceedings, or the permanent cessation of payments by the Customer, as well as in the event that fifteen days after a formal notice has been sent to the Customer to comply with its obligations, the Customer does not comply, complies late or incorrectly with one or more of its obligations under the Agreement, or immediately in the event of serious misconduct on the part of the Customer, making it impossible to continue the collaboration.
Such suspension or termination shall be without prejudice to any payments owed by the Customer to DaB and any compensation for damage suffered by DaB, which shall be borne by the Customer.
The customer is entitled to terminate the agreement if DaB is at fault in the performance of its obligations under the agreement. However, the Customer must notify DaB of the breach and DaB has 15 working days from the date of notification to remedy the breach, unless DaB is unable to remedy the breach within this period for reasons beyond its control.
At the end of the Agreement, Article 13 (Confidentiality), Article 13 (Intellectual Property), Article 15 (Data Protection), Article 18 (Dispute Resolution and Applicable Law), and Article 19 (General) will remain in effect for a period of ten years.
Article 10: Unforeseeability and force majeure
If DaB is prevented in whole or in part from executing the order or the Agreement due to unforeseen circumstances beyond its control, this is referred to as unforeseen circumstances or force majeure. The occurrence of any event, such as strikes, lock-outs, embargoes, wars, terrorist attacks or the consequences of attacks, shortage of raw materials, fires, epidemics, pandemics, inflation, increase in the price of raw materials by more than 10%, shortages, bad weather and more generally any event of a similar nature affecting DaB, its subcontractors or suppliers and delaying or rendering impossible or drastically jeopardizing the performance of their respective obligations, suspends the performance of their respective obligations. If the price of goods or raw materials increases by more than 10% before the execution of the contract, DaB will inform the customer who can, at his discretion, cancel the order without compensation or take the increase at his expense (unless the parties agree otherwise).
In the event of force majeure DaB is entitled to suspend the execution of the order in whole or in part for the duration of the force majeure. If the force majeure event continues for more than 90 days, the Parties will make every effort to renegotiate the further performance of the Agreement. If no agreement is reached, either party shall have the right to terminate the Agreement by notice sent to the other party by registered mail. The services and orders already carried out by DaB will nevertheless be invoiced to the Customer on a pro rata basis.
Article 11. Assignment
DaB may assign or subcontract all or part of its rights or obligations under the Agreement to another company
Article 12. Absence of subordination
DaB performs its services independently and without any subordination to the Customer.
These General Terms and Conditions or the Agreement do not in any way create a corporation, partnership or joint venture between the Parties.
Article 13. Confidentiality
The Parties undertake to treat as confidential any sensitive information they communicate to each other, unless otherwise provided for in the contract or unless the communication of such confidential information is necessary for the performance of the Agreement. Each Party that communicates information that it considers to be sensitive shall inform the other Party of such sensitivity and/or confidentiality, so that the latter may accord it confidential treatment.
The Parties shall not be liable for the disclosure of confidential information if:
- the information is already in the public domain;
- the information is disclosed in order to ensure the proper performance of the agreement before a court;
- the information was obtained by normal means from third parties who are not bound by an obligation of confidentiality towards the Client who initially provided the information concerned, and these third parties were not bound by such an obligation at the time of the disclosure of the information concerned either;
- the information is to be disclosed to third parties by order of a law, a court decision or a decision of a competent public authority; or
- the information is disclosed to consultants, auditors, insurers or lawyers, provided that they are bound by a similar obligation of confidentiality.
Article 14. Intellectual Property
DaB's creations (design, media, logos, software, tools, documentation, product design, drawings, instructions for use or any other document from DaB ...) are protected by copyright law and / or any other intellectual property rights and / or consist of protected know-how and remain its full property or the property of its suppliers, unless otherwise expressly provided. No assignment of intellectual property rights may be inferred from the Agreement.
The Customer may not reproduce, directly or indirectly, in whole or in part, adapt or modify, market or distribute to third parties the creations, names and logos of DaB or its suppliers.
Unless otherwise instructed in writing by the Customer, the Customer further authorizes DaB to use photos and videos of the Products delivered and Services performed and to share them on social networks or on its website, to promote DaB or to use them for any other advertising purposes, free of charge and worldwide.
Article 15. Data protection
The personal data collected in the course of an order will only be used by DaB for the execution of the agreement or if justified by a legitimate interest of DaB. If you have any questions about the protection of your personal data, please send an email to email@example.com
Article 16. Responsibility
The Products offered and the Services performed comply with the applicable Belgian and European legislation. The obligations of DaB arising from the contractual relationship are obligations of means, not obligations of result.
a. Exclusion of Liability
Unless otherwise provided by mandatory law, DaB is exclusively liable to the customer for direct damage caused by gross negligence, intent, fraud or malice on the part of DaB or its employees or for damage to the life or limb of another person. DaB is not liable for damages caused by other reasons.
The rendering of design services (2D and 3D plans, images, moodboards, etc.) is indicative and does not guarantee the final rendering, which may differ. In particular, there may be slight differences in the measurements taken. For the quantities ordered, the Customer will make sure to check those indicated on the quote / order form.
b. Limitation of liability
DaB shall never be liable for indirect, incidental, punitive, accessory or consequential damages such as, but not limited to, loss of profits or revenue, loss of turnover, financial or economic loss, increase in overheads, disruption of planning, business interruption costs, removal and/or reinstallation costs, restocking costs, damage to reputation or loss of Customers, even if such damage was reasonably foreseeable. DaB is not liable for damage caused by other causes.
DaB is therefore not liable for any damage caused by (i) a defect in the Customer's infrastructure, (ii) any failure by the Customer to perform its obligations, (iii) any misuse by the Customer of the Products and Services performed, including uses which are not in accordance with normal usage.
DaB's contractual and non-contractual liability is always limited to the value of the contract, with a maximum of EUR 20,000.00
Article 17. Customer Service
For complaints or claims, the Customer can contact DaB's customer service department at firstname.lastname@example.org or by phone at 064/238.330.
Article 18. Settlement of disputes and applicable law
DaB and the Customer agree that any disagreement or dispute relating to these General Terms and Conditions or to the Agreement, or arising from their interpretation or application, shall be governed by Belgian law.
In the event of failure to resolve the dispute amicably, any disagreement or dispute relating to these General Terms and Conditions or the Agreement, or arising from their interpretation or application, shall be finally settled by the competent French-speaking courts and tribunals of the judicial district of Brussels.
Article 19. General
The invalidity or unenforceability of one of the clauses of these General Terms and Conditions shall not affect the validity or enforceability of the other clauses. In such a case, the disputed clause will be replaced by a valid clause which is the closest in economic terms to the invalid or unenforceable clause.
The Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations or agreements, written or oral, between the Parties prior to the date of acceptance of the offer, with respect to its subject matter, unless otherwise agreed in writing by the Parties.
General conditions of sale edition V1-NOVEMBER-2022.