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GENERAL CONTRACTUAL TERMS AND CONDITIONS


Art. 1: Scope of Application​

1.1. These general terms and conditions apply to all agreements and quotations issued by or entered into with our company, to the exclusion of any purchase conditions of our counterparty, unless otherwise expressly agreed in writing by us.

1.2. The client acknowledges having read and accepted these general terms and conditions.

Art. 2: Order Confirmation and Duty to Inform

2.1. Our quotations are valid for 30 days only. Our quotations are non-binding and do not commit our company. They become final only after being signed without reservation by the client and returned or delivered to us, duly signed.

2.2. The execution of the concluded agreement shall be governed solely by the general terms and conditions stated on the order form and/or invoices, excluding any conditions of the client, even if communicated at a later date.

2.3. Specifications and plans not expressly referred to in the quotation or agreement do not bind our company. Weights, dimensions, capacities and other data are always provided by our company for information purposes only and are only binding insofar as the agreement between the parties expressly provides for this.

2.4. The client undertakes to provide in good time any information (insert examples) in their possession or which they could reasonably have obtained, enabling us to accurately define the scope of our assignment and to execute it according to the rules of the trade.

Art. 3: Price

3.1. Prices are calculated based on the daily rates of raw materials, wages and social charges in force on the date of the quotation or on the start date of the works if no quotation has been issued. Orders shall be invoiced at the prices and conditions in effect at the time of acceptance of the order. The price is as stated in the quotation, unless our company deems it necessary to adjust it due to changes in its fixed and/or variable costs resulting from modifications in their structure (raw materials, wages, energy, etc.) compared to the date of the quotation or the start date of the works. Any price revision shall be made proportionally in accordance with legally permitted standards. In such case, the new price shall be as stated on the front of the invoice.

3.2. Prices are always exclusive of VAT and any transport and insurance costs.

Art. 4: Delivery and Execution Deadlines

4.1. Delivery and execution deadlines are provided for information purposes only and are therefore not binding unless expressly agreed otherwise between the parties, taking into account the usual tolerance inherent to the nature of the business. Delays in execution can never give rise to compensation or termination of the agreement.

Art. 5: Execution Methods

5.1. Our company reserves the right to subcontract all or part of the works.

5.2. If works are carried out or materials delivered at our quay, the client may only have works carried out or materials delivered by other contractors or suppliers with our prior permission.

5.3. Materials provided by the client are installed by our company at the client’s risk. Under no circumstances can our company be held liable regarding the conformity and/or quality of materials supplied by the client.

5.4. Unless otherwise agreed, all dismantled or removed materials become the property of our company.

Art. 6: Safety Measures

6.1. Before works are carried out on board a vessel, the client must ensure that the vessel is gas-free and fire-safe, if necessary. The client must provide a certificate from a recognized body confirming this before works commence. Any measures taken by our company to maintain or restore the fire-safe and gas-free condition shall be at the client’s expense.

6.2. The client and all their appointees and agents must comply with our company’s standard safety regulations.

6.3. The vessel remains under the authority and responsibility of the client throughout the duration of the works.

Art. 7: Inspection and Warranty

7.1. The client is expected to inspect the completed works at the latest upon delivery. Inspection shall take place during normal working hours and in our presence. Costs arising from this inspection, including fees of an inspection or certification body, shall be borne by the client. Complaints must be notified to our company by registered mail within seven days of delivery or completion of the works, failing which the works shall be deemed accepted.

7.2. With regard to new goods supplied by our company, our warranty extends no further than the warranty provided to our company by our suppliers, as stated in our quotations. The warranty is not valid if overdue invoices remain unpaid. The condition of second-hand goods supplied and processed by our company is always well known to and accepted by the client. Our company is not liable for problems resulting from improper and/or abnormal use of the product, force majeure, or any act or deliberate fault of any person, including the client or their appointees. The warranty does not cover defects that arise wholly or partially as a result of: 

  • Failure by the client to comply with operating or maintenance instructions, or any use other than normal intended use;
  • Defects which are not material and/or construction faults, such as normal wear and tear, internal or external contamination, rust and paint damage, transport, freezing, overheating, overloading, or dropping the product;
  • Assembly, installation, or repair by third parties, including the client;
  • Used materials or items applied at the client’s request;
  • Materials or items provided to the contractor by the client for processing or treatment;
  • Materials, items, methods, and constructions applied at the client’s express instruction, as well as materials and items supplied by or on behalf of the client;
  • Designs and parts made available by the client. If the client, without our company’s prior written consent, carries out or has carried out dismantling, repair or other work on the goods, any warranty claim shall lapse. The warranty provided by our company for defects extends no further than the manufacturer’s warranty granted to us by our supplier(s). Legal actions relating to the warranty must be brought within one year of timely claim submission, under penalty of lapse.

7.3. Hidden defects shall only give rise to compensation if they are discovered with due diligence and notified by registered mail within seven days, provided that:

  • The defect renders the goods seriously unsuitable for their normal intended use or for the specific use expressly agreed in writing when the agreement was concluded;
  • The goods have been used normally, or at least in the special circumstances expressly agreed in writing at the time the agreement was concluded;
  • The defects are notified to our company by registered mail within the aforementioned period after the defect was discovered or should have been discovered. In the case of hidden defects, the defective goods must be returned to our premises by the client at their own expense and risk. If the complaint is justified, the goods shall be returned to the client at our expense after repair or replacement.

Art. 8: Transfer of Ownership and Delivery

8.1. Delivered goods remain the property of our company until full payment of the principal sum, costs, and interest.

8.2. Delivery is at the client’s risk, who must insure against possible damage. Risk transfers to the client from the moment the goods leave our company’s warehouse.

8.3. The client who unjustifiably refuses to accept or collect the goods offered shall bear the resulting costs, such as storage and freight costs, in addition to other compensation including the agreed price, interest, and the fixed surcharge to which our company is entitled.

8.4. We may exercise a right of retention on goods entrusted to us by the client (such as a vessel) until full payment of goods or services delivered by our company related to or serving the entrusted goods.

Art. 9: Payment

9.1. Unless otherwise stated on the invoice, the price is payable in cash by bank transfer to one of the accounts listed on the invoice, unless otherwise agreed.

9.2. The invoice amount must be paid net. Bank charges are payable by the client. Cheques and bills of exchange are not accepted.

9.3. In the event of non-payment or late payment, the invoice amount shall be increased automatically and without notice by a fixed compensation of 10% of the invoice amount, with a minimum of EUR 300, to cover the inconvenience caused to our company and the administrative costs incurred, excluding legal costs and the fees and costs of our appointed counsel. In addition, default interest shall be due automatically and without notice, equal to that specified in the Belgian Law of 2 August 2002 on combating late payment in commercial transactions. This provision shall apply even if we grant payment terms or facilities.

9.4. Non-payment of an invoice on its due date or any breach of payment automatically renders all invoices already issued and delivered to the client immediately due and payable, even if not yet due, and automatically cancels any future payment facilities.

9.5. Without prejudice to Article 7.1, any dispute regarding an invoice must be notified with grounds by registered mail within seven days of receipt and in any event before the goods are used or resold, failing which the right to dispute lapses.

Art. 10: Liability

10.1. Except as expressly provided in these terms regarding visible defects and warranty, we are not liable for any compensation for damages directly or indirectly resulting from goods supplied or sold or works carried out by our company. We can only be held liable if gross negligence or willful misconduct by us or our appointees is proven and, in the case of multiple parties involved, only to the extent that our company’s share of liability is proven.

10.2 If our company’s or supplier’s liability is proven, it is limited to direct damage only, excluding indirect damage such as, but not limited to, lost profit, financial or commercial losses, production loss, increased general costs, increased administrative costs, loss or damage of data, loss of contracts, immaterial damage, and loss of clientele.

10.3 If our company’s or supplier’s liability is proven, it is limited to the replacement within a reasonable period of the defective good or part thereof and the associated travel and labor costs. If replacement or repair is impossible, we shall refund the price paid without interest and take back the delivered good, provided the client has not seriously damaged it. Our company/supplier is not liable for third-party damage and does not indemnify the counterparty in this respect.

10.4 Any compensation owed by us to the client cannot exceed 20% of the price of the executed and paid works.

Art. 11: Suspension and Termination

11.1. In the event of non-payment on the due date of (interim) invoices, default for any reason, or non-performance of any contractual obligation, our company reserves the right to:

  • Either unilaterally suspend the execution of all current orders/works without prior notice, without this giving the counterparty any right to claim damages, but without prejudice to our right to claim damages;
  • Or to terminate the agreement unilaterally, without prior judicial authorization and after prior notice of default which has not been complied with within eight days, without prejudice to our right to claim damages.

Art. 12: Force Majeure

12.1. Any case of force majeure or fortuitous event releases our company by operation of law from any obligation, without the counterparty being entitled to claim damages. Our company reserves the right to consider the agreement automatically terminated without prior notice of default and cannot be held liable if we are unable to continue performing the agreement due to force majeure, such as, but not limited to, strikes, lockouts, riots, mobilization, fire, epidemics, (serious) illness of management and/or of staff that is difficult to replace, flooding, natural disasters, impracticable weather conditions, government measures, bankruptcy of our supplier, seizure or confiscation, armed robbery, shortage of means of transport, exceptional traffic disruptions, raw material shortages, material failure and (unavoidable) defects in our production chain, limitations in energy consumption. Our company also reserves the right to consider the agreement automatically terminated without prior notice of default if the client goes bankrupt, becomes manifestly insolvent, or undergoes any change in its legal status. If we are unable to continue performing the agreement due to force majeure for more than three months, our company reserves the right to consider the agreement automatically terminated without prior notice of default and cannot be held liable.

12.2. If our company depends on, for example, a subcontractor or third-party supplier to fulfill its obligations, these provisions also apply in the event of force majeure or a fortuitous event at that third party when this delays or prevents the fulfillment of our obligations.

Art. 13: Nullity

13.1. The nullity of one or more clauses of the agreement does not entail the nullity of the rest of the agreement. The parties undertake to replace the null clause(s) with a valid clause or clauses that will correspond to the original intention of the parties and the spirit of the agreement, or at least come as close as possible to it.

Art. 14: Dispute Resolution

14.1. In the event of a dispute, only the Commercial Court of Ghent, Ghent Division, has jurisdiction.

14.2. All our agreements are governed by Belgian law, to the exclusion of the Vienna Sales Convention and any other international arrangement whose exclusion is permitted.