General terms & conditions
General scope of the terms and conditions
1. The present terms and conditions contain and govern the entire agreement between the client and NV SMANS in respect of all the works requested from or by us, or entrusted to or by us. The present terms and conditions shall be deemed to be irrevocably accepted when the Client signs the purchase order, quote, or agreement, regardless of any previous correspondence, and regardless of any other terms and conditions or any documents or forms of any nature whatsoever from the Client. All and any derogations from the present terms and conditions must be established in writing. Clauses in the contract which rule out the application of our general terms and conditions are null and void.
2. Our offers are valid for 14 days.
Guarantee
3. Our guarantee for our supplies shall be limited to the guarantee we are able to obtain from our suppliers. However, to qualify for guarantee coverage the goods may not have been incorporated or treated. The cost of carriage and working hours shall be borne by the Client.
4. Under no circumstances shall NV SMANS be liable for defects of any nature whatsoever associated with the goods and materials delivered by NV SMANS, whereby the client shall only be able to pursue recourse against our suppliers and/or the producers of the materials and goods in question.
5. The warranty period commences on the date of delivery of the product, and under no circumstances extends beyond one year after delivery. The guarantee is only valid if the client uses the product under normal circumstances and with due care. The guarantee will only be granted on presentation of the invoice, the receipt, or the ad hoc certificate completed by NV SMANS.
6. The warranty does not cover, among other things, all possible damage caused after the sale; damage, malfunctions, and defects due to a fault of the client, or the cause of which is outside the product; damage due to accident, bad use or maintenance, non-compliance with the operating instructions, lightning strike, humidity, overvoltage, and all other cases of force majeure.
7. The guarantee does not apply if the client modifies, improperly uses or repairs the product, or makes use of the services of persons not designated by NV SMANS. The warranty also does not apply if the client removes or falsifies manufacturing numbers and/or the product’s markings.
8. Visible defects or a lack of conformity with the order must be reported in writing immediately upon delivery. Failing this, it is assumed that the delivered materials are in conformity with the order and that the client accepts them.
9. The parties expressly agree that NV SMANS shall not be held to indemnity for losses except for losses resulting from an act of NV SMANS.
10. The parties expressly agree that NV SMANS shall not be liable for hidden defects that were not known at the time of delivery.
11. The buyer must inform NV SMANS within 5 days after discovery of a defect, in writing and by registered mail. If this defect is covered by the guarantee, and to the extent that it has been established that the defect existed when the buyer took possession of the item, NV SMANS shall remedy this within a reasonable period of time. NV SMANS may choose to:
• either undertake for the equipment to be returned to NV SMANS. for repair or replacement;
• or repair the equipment on site during working hours;
• or credit the purchaser for the wrong equipment, the compensation not exceeding the price of the goods.
12. The return can only take place after the NV SMANS has given its prior consent and this in accordance with the guidelines of the NV SMANS.
13. The items that show a defect shall be replaced by NV SMANS free of charge. The cost of carriage and working hours shall be borne by the client.
14. The warranty does not apply if:
• the buyer has not used the equipment in accordance with the terms of use of the NV SMANS
• the buyer has not complied with his obligation to pay.
15. Not covered by the warranty:
• second-hand machines
• cases of normal wear and tear, or decay
• damage resulting from an accident, including the overvoltage of the electrical installation or connection to other equipment;
• components in rubber, PVC, or on the basis of these materials;
• lamps and lenses in general;
• Hidden defects that NV SMANS could not possibly have known about.
16. The warranty is limited:
For equipment that works more than forty hours a week: in this case the guarantee is proportionally limited; for “rebuild” machines, up to a period of two months.
17. NV SMANS shall not accept any obligations beyond those set out in these articles. NV SMANS is not liable to pay any compensation to the buyer or to third parties for accidents to persons, damage to specific goods that are the subject of the contract, or loss of profit. The buyer indemnifies the NV SMANS against all claims of third parties.
Deliveries and deadlines
18. All deadlines for the performance of labour and the execution of works, if specified, are put forward only on an indicative basis, and late delivery or execution shall not entitle the client to cancel the order, or to claim compensation, or to suspend his payment obligations. In any case, all events which constitute an insurmountable obstacle, or force us to temporarily or definitively halt or cease the works, shall be considered as an instance of force majeure, such as (albeit not limited to) accidents, war and the effects thereof, bad weather conditions, strikes, lock-outs, shortage of manpower and materials, disruptions of and problems encountered in the area of transport, etc. occurring at our company or at our suppliers. NV SMANS only takes on an obligation to perform to the best of its ability with regard to the delivery times.
19. By operation of law, and without entitling the client to any kind of compensation, the temporary suspension of the works by reason of force majeure shall mean that the original fulfilment deadline shall be extended by a period equal to the suspension period, increased by the length of time required to restart the construction site. On no account shall the accidental destruction or damage or force majeure of the delivered items or the work carried out, either as a result of the client’s own fault or that of persons for whom he is responsible or of persons authorised or tolerated by the client, come at the expense of NV SMANS.
20. If carriage paid delivery to the construction site or the warehouse has been agreed, NV SMANS, its subcontractors or appointees, shall be under obligation to deliver to this location only insofar as it can be normally reached. Where this is not possible, the goods shall be unloaded on the spot, next to the transport vehicle. From this time forward, the goods shall be wholly at the risk and expense of the client.
21. NV SMANS shall not be obliged to deliver if the client fails to pay the price and/or if the client has been in a state of failure or insolvency (including WCO – the Continuity of Enterprises Act) since the order was placed. Any agreement with a client who enters into WCO, or that fails, shall lapse by operation of law.
Liability for damage
22. The client shall be liable vis-à-vis NV SMANS for all harmful events that occur at the construction site to our goods, employees, or subcontractors, and their materials, both as a result of his own fault (even the slightest), and that of the persons for whom he is responsible, or that of third parties whom he has admitted to or tolerates at the site where the works are performed. The client shall defend, indemnify, and hold NV SMANS wholly harmless against claims from third parties in the same regard.
23. Where the liability of NV SMANS were to be prejudiced regardless, said liability shall be limited to a reduction of the price or, as the case may be, to a cancellation of the outstanding payment, which the parties shall accept as compensation in full and final settlement in that case. All and any price reductions shall be established based on the severity of the errors as duly corroborated.
Termination
24. The client shall be free at all times to terminate the assignment entrusted to us, whether before or during the execution of the works. Where this is the case, the client shall be under obligation at all times to pay the costs and charges already incurred, and for the works already carried out, along with the materials and supplies already delivered in full, plus a compensation equal to 20% of the total contract price, exclusive of VAT, for the further loss of the contract assignment. Special custom-made goods or parts are always payable in full in case of cancellation.
Acceptance of goods
25. The commissioning of the goods is irrevocably considered as final approval and acceptance thereof, in its entirety. The client shall check the goods on delivery. In the absence of written comments within 48 hours after delivery, the delivery is considered to be free of any visible defect and in conformity with the order.
26. The dimensions, weights, colours, and other details contained in the leaflets, sketches, and plans can only be considered as indications.
Complaints
27. In order to be valid, any complaints must be lodged by letter sent by recorded delivery to NV SMANS’s registered office within eight calendar days from the date when the invoice, claim, or cost statement was dispatched, or after completion of the works. After this period, the delivery shall be deemed to have been definitively accepted. The invoice date is irrefutably presumed to be the date on which the invoice was dispatched. In all cases and without exception, payment of the invoice without protest within the deadline set shall constitute appropriate proof of the services delivered. Proof of dispatch of the invoice shall be provided by our outgoing invoice book or inclusion in the VAT returns.
Reservation of title
28. The title of ownership of all goods, materials, and supplies, as well as the works carried out, shall remain with NV SMANS until our invoices (i.e. the principal sums and incidentals) are paid in full. This also applies where the works, supplies, goods, or materials of NV SMANS are only part (incidental) of a larger whole (main) of which the ownership or parts thereof do not belong to NV SMANS, or if the supplied goods are sold on or processed to create another item. However, the risk associated therewith shall transfer when the goods leave our warehouses. From the time of delivery at the construction site, the client shall assume responsibility for damage to, or the alienation of these goods.
Payment methods
29. All our orders and deliveries are payable in cash to our registered office. NV SMANS reserves the right to demand payment of an advance for the works to be carried out before accepting the order, and/or a different type of guarantee to be determined by our company, ahead of the start of the works.
30. In all cases, the VAT and all other taxes, duties, levies, or costs shall be borne by the Client.
31. All prices are exclusive of VAT, delivery costs, transport costs, and insurance costs.
32. If the client fails to pay an invoice in principal and/or adhere to certain conditions within the aforementioned period, the full outstanding amount shall be due and payable as a lump sum and without further notice of default.
33. In the event of a change in the buyer’s financial situation, or if the seller’s confidence in the buyer’s creditworthiness is shaken as a result of acts of judicial execution against him or similar events, NV SMANS reserves the right to demand suitable guarantees from the buyer. If the buyer refuses to accept this, NV SMANS has the right to cancel current and future orders, whereby the buyer owes the compensation in accordance with article 18.
34. The payment of bills of exchange does not change the place of payment; moreover, when drawing a bill of exchange, we do not waive any of the above rights, and the extension of a bill of exchange is never considered to be a novation of debt.
35. The client accepts that invoices are sent by electronic mail. Invoices will be sent to the email address mentioned on the order unless explicitly stated otherwise.
Late payment, costs, and incidentals
36. By operation of law and without notice of default or any other formalities, all client debts which remain unpaid on the due date shall attract an interest of 10% per annum, counting from the due date until the day of payment in full, as well as a flat rate compensation sum of 10%, with a minimum of €125, over the amount due in principal.
37. Any delays in payment may lead to the suspension or destruction of the deliveries and works remaining to be carried out, and the refusal to accept new orders. This clause is only for the benefit of NV SMANS and can only be invoked by us.
Processing of personal data
38. We collect and process the identity and contact details that we receive from the client and that relate to the client himself, his staff, employees, appointees, and other useful contact persons. The purposes of these processing operations are the performance of this agreement, customer management, accounting, and direct marketing activities such as the sending of promotional or commercial information.
39. The legal grounds are the performance of the agreement, compliance with statutory and regulatory obligations (such as 30bis – declaration of works), and/or the legitimate interest of NV SMANS. For direct marketing purposes by e-mail (such as a newsletter or invitations to events), the client hereby gives his express and free consent to NV SMANS to use his personal data.
40. The controller is SMANS with registered office in Bremheidelaan 8 2300 TURNHOUT and known by the company number 0462.377.719, E: njanssens@oldsmans.falkor.alcor.cloud; jvanlieshout@oldsmans.falkor.alcor.cloud; avermaat@oldsmans.falkor.alcor.cloud. The aforesaid personal data shall be processed in accordance with the provisions of the General Data Protection Regulation, and shall be passed on to processors, recipients, and/or third parties only to the extent necessary within the framework of the aforesaid processing purposes. The client shall be responsible for the correctness and updating of the personal data he provides to NV SMANS and undertakes to strictly comply with the provisions of the General Data Protection Regulation with regard to the persons whose personal data he has transmitted to NV SMANS.
41. The client hereby confirms that he has been adequately informed about the processing of his personal data and about his rights of access, correction, deletion, and objection. For further information, NV SMANS expressly refers to the Privacy Statement, attached as an appendix to the present agreement, available to be consulted at our website. The client hereby confirms that he has duly read this Privacy Statement and accepts and agrees to the content thereof.
Express Arbitration clause
42. Any disputes shall be settled by the Arbitration Body appointed by the Institute of Arbitration (www.euro-arbitration.org), in accordance with the SDR (Standard Dispute Rules) arbitration rules. This provision replaces all jurisdiction clauses contrary thereto. This agreement is governed by Belgian law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
