These terms apply to the company Corens Bastien (company number 0728.651.528), hereinafter also to be referred to as “Bastien.work”.
Notwithstanding any communications to the contrary issued in the past or to be issued in the future, these General Terms and Conditions apply to all contractual, pre-contractual and extra-contractual legal relationships between Bastien.work and the Customer, such as, but not limited to, sales to, work for, and services and deliveries to the Customer. The Customer emphatically accepts the applicability and the contents of these General Terms and Conditions as well as the explicit exclusion of all other General Terms and Conditions (including its own). Bastien.work rejects all other standards and values, to the sole exclusion of those terms and conditions that Bastien.work signs as accepted.
The commitment entered into by Bastien.work is a commitment of means and not a commitment of results. The nullity of one or more of the stipulations in these General Terms and Conditions does not prejudice the applicability of the remaining provisions.
All quotations provided by Bastien.work are non-binding and can only be considered as an invitation to the Customer to place an order. If a term is not stated in the quotation, then the quotation provided by Bastien.work is valid for a term of thirty (30) days, starting on the date upon which the offer was made, and without prejudice to Bastien.work's right to withdraw and/or amend its quotations at any time. An agreement only comes into being once a person who is authorised to legally bind Bastien.work confirms the order placed by the Customer in writing, or once the Customer has paid the advance invoice in full. Any amendments or additions must be confirmed in writing by Bastien.work. A quotation is only valid for a specific order, and consequently is not applicable to any follow-up orders.
All prices are exclusive of VAT. Price lists are provided for the purposes of information and are not binding with respect to Bastien.work. Deviations between the quotation sum and the sum actually invoiced shall never lead to the agreement being declared void, to the refusal to pay and/or to legal claims instituted by the Customer. Prices for packaging, transport, import duties, levies and taxes are not included and are payable by the Customer, unless expressly otherwise agreed to. Exchange rate fluctuations, as well as price increases for materials, ancillary materials and raw materials, or increases to salaries, social charges, costs imposed by the authorities, levies and taxes, transportation costs, import and export duties or insurance premiums, which take effect between the time that the order is confirmed and the delivery of the items, entitle Bastien.work to proportionally increase the agreed-to price.
The stated lead time and delivery time are always indicative and do not constitute an essential component of the agreement. Amendments to the order shall automatically entail that the stated assumed lead and delivery times lapse. Exceeding the lead and delivery times provided for shall not provide grounds for terminating the agreement on the part of the Customer. Subject to article 9 of these General Terms and Conditions, any compensation for exceeding the lead and delivery times shall only be accepted by Bastien.work after a delay of at least one month and after evidence of damage actually suffered by the Customer is presented. This compensation shall always be limited as determined in article 8 of these General Terms and Conditions.
Unless expressly otherwise agreed to, the Customer must collect the goods at its own expense at a location and time specified by Bastien.work. If the goods are not collected within five workdays, storage costs shall be payable by the Customer of one percent of the invoice sum per month. If the Parties have agreed that Bastien.work shall deliver the items to a location outside of its premises, then the goods are transported at the expense and risk of the Customer.
Bastien.work and the Customer will determine the manner of delivery and receipt in consultation with each other, under application of these General Terms and Conditions. The Customer shall do everything possible to enable the proper delivery of services.
The risk for the goods sold is transferred to the Customer at the time that the agreement takes effect.
The Customer must check the quantity of the goods immediately upon collection. Deviations to the quantity must be immediately noted on the delivery note, in the absence of which the Customer is deemed to accept the quantity as agreed to.
The Customer is required to comprehensively inspect the goods within 24 hours of collection or delivery, including in the event of re-dispatching the goods. The Customer loses the right to invoke noncompliance or defective goods if it does not inform Bastien.work by registered letter within 48 hours of the Customer having ascertained, or within 48 hours of when the Customer ought to have ascertained, the non-compliance or defect, together with an accurate identification of the goods and a detailed report of the non-compliance or the defect.
The Customer in any event loses the right to invoke non-compliance or defective goods if it does not inform Bastien.work in the manner thus described no later than six months after collection or delivery. In the event of non-compliance or defective goods being reported in good time and in the correct manner, Bastien.work shall, at its discretion: (1) replace the noncompliant or defective goods or parts of goods; or (2) reimburse the noncompliant or defective goods.
Complaints pertaining to the services provided must be reported by the Customer no later than within 48 hours of those services being delivered, in the absence of which the Customer is deemed to have accepted those services. The complaint must be made by registered letter and include a detailed report of that which is imputed. If the complaint is found to be valid, Bastien.work shall, at its discretion: (1)re-provide the services, either entirely or in part; or (2) reimburse the noncompliant provision of services. The voluntary response on the part of Bastien.work to a late or inadequate notification does not grant the Customer any rights whatsoever. The above applies in full to the non-compliance or the defect that Bastien.work could have been aware of. Under no circumstances do complaints discharge the Customer from its payment obligation. The Customer is obliged to reimburse all costs incurred as a result of unjustified complaints. Bastien.work is under no circumstances obliged to compensate indirect and/or consequential losses, such as, but not limited to, loss of profits, loss of use, assembly and disassembly costs, and damage to other parts or goods. Nor is Bastien.work obliged to compensate damages that exceed the invoice sum, to an absolute maximum of 10,000 euros. The Customer may under no circumstances return the goods, have work undertaken by third parties, or engage in a substitute transaction.
Bastien.work is not liable for any failure in the fulfilment of its obligations that are due to force majeure or to hardship. In the event of force majeure or hardship Bastien.work may, at its discretion (1) temporarily suspend the performance of its obligations; (2) terminate the agreement by registered letter; and/or (3) ask the Customer to renegotiate the agreement. If the Customer does not participate in good faith in the renegotiations, Bastien.work can ask the court to determine new contract conditions and/or rule that the Customer must pay damages.
Subject to a stipulation expressly stating otherwise, all ideas, concepts, calculations, samples, drawings, plans, models, systems, texts, manuals, analyses, technologies, inventions, discoveries, know-how and all other work created, designed, developed or produced by Bastien.work, whether on its own or in collaboration with other parties, remain the exclusive property of Bastien.work. The Customer is prohibited from using the intellectual property of Bastien.work without the prior written permission of Bastien.work.
The Customer is obliged to comply in full with the obligation of confidentiality. This entails that, unless written permission is received in advance from Bastien.work, it shall not use, disseminate or transfer to any other third party any of Bastien.work's business secrets relating to any facet of its business, nor any of the intellectual property of Bastien.work, nor information of a technical, commercial, operational or financial nature, without this summary being restrictive, of which it has gained knowledge prior to, during or in connection to the execution of every agreement with Bastien.work.
The Customer shall ensure that an end-user or any other third person complies with the above provisions.
Each breach of this article 10 by the Customer, the end-user and/or any other third party, shall result in a fixed penalty being payable by the Customer to Bastien.work of 25,000 euros per breach, plus a sum of 5,000 euros for each day that the breach is not stopped, without prejudice to Bastien.work's right to demand greater compensation and/or terminate all agreements with the Customer at the expense of the Customer.
The Customer must inform Bastien.work in writing of any complaints with respect to invoices within three workdays of receipt of the invoice, in the absence of which the invoice shall be considered to be accepted without any qualification. All invoices are payable in cash at the registered office of Bastien.work. Only those receipts signed by a person who is authorised to legally bind Bastien.work are valid. In the event of non-payment or incomplete payment on the due date:
- interest at a rate of ten percent shall be payable by law and without notice of default;
- fixed damages are payable by the Customer equal to ten percent of the invoice sum, with a minimum of 250.00 euros, without prejudice to the right of Bastien.work to demonstrate higher damages;
- the Customer is obliged to pay all judicial and extrajudicial collection costs;
- all other invoices from Bastien.work to the Customer, even those that are not yet due, become
immediately due and payable;
- Bastien.work is entitled to suspend and/or terminate by registered letter the (further) execution of the agreement concerned, and/or one or more other agreements with the Customer, without prior notice of default being required. Partial payment is accepted subject to all reservations and is applied in the following order: (1) collection costs; (2) damages; (3) interest; (4) principal sums.
The Customer may not employ the right of setoff vis-à-vis Bastien.work or its legal successors in respect of claims arising from the delivery of goods or services in accordance with these General Terms and Conditions.
The rights of ownership to the sold items are only transferred to the Customer at the time of full payment of the price, costs, interest and all other sums. For the time that the items are the property of Bastien.work, the Customer must store them separately and ensure they are clearly identifiable. If the Customer does not fulfil its obligations, or if Bastien.work suspects that the Customer will not fulfil its obligations, the customer shall return the items at its own costs and risk to Bastien.work within 24 hours of a demand by the latter that such be done. If this right is exercised it results in the immediate and automatic termination of the agreement, without prejudice to Bastien.work's right to demand further compensation.
In the event of any change to the circumstances of the Customer, such as death, change of corporate form, a merger, takeover, transfer, liquidation, suspension of payments, joint or amicable composition, the application for a deferment of payments, cessation of operations, attachment or any other circumstances that could affect confidence in the creditworthiness of the Customer, Bastien.work reserves the right to, merely on the basis of that fact, either suspend the execution of one or more agreements with the Customer until a time when the Customer offers sufficient guarantees of its payment, or to declare one or more agreements with the Customer terminated as of the date that the termination is sent, without notice of default and without judicial intervention required, without prejudice to Bastien.work's right to demand further compensation.
All disputes fall exclusively under the jurisdiction of the courts of the district in which Bastien.work has its registered office, unless Bastien.work selects the court which has standard jurisdiction. Belgian law is applicable.