General terms and conditions
1. Scope of application
The current general terms and conditions (hereinafter referred to as Terms and Conditions) shall apply to each commercial transaction between Plant A Flag (hereinafter referred to as the Vendor) and a natural or legal person (hereinafter referred to as the Client). These Terms and Conditions are essential to the Vendor and shall take precedence over all other general terms and conditions, including those of the Client. Deviations from these Terms and Conditions are solely permitted when expressed in writing and upon mutual agreement between the Vendor and the Client. These Terms and Conditions shall supplement the special conditions that are unique to each contractual relationship. The Vendor shall reserve the right to amend the General Terms and Conditions. The Client may obtain a copy of the General Terms and Conditions currently in force upon request and at any time from the Vendor, who shall provide these without delay to the Client.
2. Acceptance of the Terms and Conditions
The Client shall be deemed to have recognised, understood and accepted the Terms and Conditions from the moment an order is placed, irrespective of whether the order was placed online or on site.
3. Estimates and quotations
The estimates and quotations drawn up by the Vendor shall always be based on the conditions in force at that time regarding wages, materials and services. In the event that amendments occur in this regard over the course of the estimate or the quote, the Vendor expressly reserves the right to adjust its prices and rates in proportion to the amended values. By signing the estimate or the quote, the Client shall undertake to purchase the goods and/or services stated therein. The estimates and quotes shall only be binding upon the Vendor after they have been confirmed in writing or an invoice has been issued.
4. The delivery time
The delivery times shall be provided for information only and shall not be binding upon the Vendor. They shall be purely indicative. Potential delays in delivery shall not give the Client the right to claim compensation from the Vendor, nor the right to terminate the agreement at the expense of the Vendor. The Vendor undertakes to provide the delivery within a reasonable deadline, depending on the specific requirements and cooperation of the Client, and on the actual circumstances (whether or not these are external). In the event that the reasonable deadline is not met, the Vendor shall provide the Client with a useful explanation.
5. Term of the agreement
Agreements between the Vendor and the Client shall be entered into for an unlimited duration. The agreement shall enter into effect upon the signing of the purchase order and/or the quote and no later than the commencement of the work. The Client may terminate the agreement by registered letter subject to a notice period of 1 month. This is all subject to specific deviations from this in the special contractual terms and conditions between the Client and the Vendor.
6. Term of the agreements with regard to hosting and domain name
The agreements regarding hosting and the domain name shall be entered into for a term of 12 months. The agreement shall be automatically renewed at the end of this period for the same length of time, except in the event of termination by the Client by registered letter no later than 1 month prior to the end of the agreement. This is all subject to specific deviations from this in the special contractual terms and conditions between the Client and the Vendor.
7. The price
The price stated by the Vendor includes the price of the provision of services, the price of the goods and any transport costs, excluding the payable VAT. Other costs, such as (but not limited to) relocation costs or costs related to unpaid bills or cheques, and other collection costs, for example, shall be charged to the Client separately and in detail.
8. The payment
The price shall be payable as follows and thus paid to the Vendor by the Client subject to specific deviations from this in the special contractual terms and conditions between the Client and the Vendor. A third of the price shall be payable upon the signing of the quote or purchase order. The balance of the price shall be paid upon the termination of the execution of the agreement or upon the final delivery. In respect of long-term contracts, the price is the invoice amount. The price shall be payable from the due date of the invoice, subject to specific deviations from this in the special contractual terms and conditions between the Client and the Vendor. The price is both payable by cash at the registered offices of the Vendor and by bank transfer to the bank account of the Vendor, as stated on the invoice.
9. Late or non-payment
In the event of late or non-payment, the price shall be increased automatically and without notice of default subject to interest at the rate of 10% per annum from the date of invoicing, together with damages amounting to 10% of the unpaid amount, and always with a minimum of 250 EUR.
The Vendor shall reserve their right to demonstrate the actual amount of damages and to demand full compensation for it. All (extra) judicial costs of any kind that the Vendor has had to pay out as a result of the non-conformance with the obligation for payment by the Client, shall be borne by the Client. Each delay in the payment of the amounts owed to the Vendor shall moreover give them the right, without giving further reasons, to cancel or terminate its services in whole or in part until payment has been received. This shall occur on the basis of a simple letter to the Client, sent by ordinary post or by email. The Vendor shall not accept liability for any defect the Client should discover as a result of the cancellation or termination of its services and the Client shall have no claim in this respect against the Vendor.
The Vendor shall only issue an invoice digitally to the email address that the Client provided to the Vendor when the order was placed. The Client must submit any objection to an invoice by a registered letter addressed to the Vendor within 7 (seven) calendar days after the invoice was sent. The Client must express the reason for the objection in detail in writing. A commercial courtesy shall not be acknowledged in any way. The absence of an objection within this deadline shall be deemed to be the irrevocable acceptance of the agreed services and the costs associated with them. Invoices paid unconditionally at an earlier date cannot be re-opened or contested. In the event that the Vendor is dependent on the delivery of materials by the Client, such as (but not limited to) information or visual materials, for example, the Vendor reserves the right to invoice the Client four weeks after the approval of the layout of the ordered goods, together with the additional costs owed as a result of the elapsed period of time. The Vendor shall continue to perform its services as soon as the materials have been supplied by the Client. The request to invoice a third party must be stated explicitly and in writing in the price request or the order confirmation. Each Client that places an order with the request to invoice this to a third party, is and remains, personally responsible for the payment of this invoice, even if the supplier has agreed to this type of invoicing, except in cases in which the third party has also signed the purchase order.
11. Acceptance of the goods and services supplied
The Client shall be deemed to have accepted the goods and services supplied, unless a complaint has been submitted by registered letter addressed to the Vendor within 5 (five) calendar days from the delivery of the goods or the service to the Client. The Client must express the reason for the complaint in detail in writing.
12. Supply of materials
In the event that the Vendor is dependent on the supply of materials by the Client, such as (but not limited to) information or visual materials, for example, the Client shall fulfil this obligation within five working days of the request by the Vendor. The Vendor may process the information provided autonomously and without any input from the Client with a view to its publication in the framework of the agreement between the Parties. The Client shall renounce all claims to text and visual materials. The Client shall pay the Vendor the damages imposed by the injured parties or assigned to the injured parties in the event that the materials supplied by the Client breach the right to privacy or publicity of a third party. In the event that the Vendor supplies text or visual material retrieved from a website that makes similar material available (whether or not for payment), then the user licence the client obtained for these materials depends on the terms and conditions determined by this provider. The user licence is not exclusive.
13. Cancellation of the order
In the event that the Client wishes to cancel the order unilaterally, it must do so by means of a registered letter addressed to the Vendor. In the event the Client unilaterally cancels the order before the commencement of the works, the Client shall be liable for fixed damages of 20% of the order value, and always with a minimum of 250 EUR. In the event that the Client unilaterally cancels the order upon commencement of the works, the Client shall be liable for fixed damages of 20% of the order value, always with a minimum of 250 EUR, together with the costs already incurred and after taking the state of the works into account. The Vendor shall also retain the right at all times to demonstrate the actual amount of damages and to demand full compensation for them.
14. Rescheduling or cancellation of an on-site meeting
The rescheduling or cancellation of an on-site meeting must be reported to the Vendor at least 24 hours prior to the meeting. If notice is not given, the Vendor is entitled to charge for damages amounting to 125 EUR (excl. VAT).
The Vendor shall not be liable for faults or problems due to the abnormal, poor or incorrect use of the goods supplied or services provided by the Client, nor for the resulting (in)direct damage. The Vendor shall not be liable for faults or problems due to the work or adjustments to the goods supplied or services provided by another service provider or by the Client itself, nor for the resulting (in)direct damage. The Vendor shall not be liable for the loss of data or possible downtime of the products hosted by it, nor for the (in)direct damage or lost profits associated with this, since the Vendor does not have control over the proper working of the hosting. The Vendor shall collaborate with a specialist hosting partner for the hosting. A description of the hosting services and the liability of this hosting partner has been included in the Service Level Agreement of the hosting partner, who may amend these at any time. The Client may obtain a copy of the SLA currently in force upon request and at any time from the Vendor, who shall provide this without delay to the Client. The Vendor is responsible for managing the domain name as long as the Client pays the payment owed on an annual basis to the Vendor. The rights associated with the domain name shall be held exclusively by the Client. The Vendor shall not be liable for the correctness or completeness of information or materials provided by the Client. The Vendor shall not be responsible for the temporary unavailability of the published information, whatever the reason for this is, provided that the Vendor undertakes to assist in making this available within a reasonable deadline. The Vendor shall not be liable for optimising the software for operating systems other than Window and iOs and for browsers other than the prevailing browsers Internet Explorer, Firefox and Google Chrome. The Vendor shall not be liable for (in)direct damage that third parties, such as (but not limited to) hackers, for example, cause to the supplied products and services. Prior to printing, the Client shall receive a digital printer’s proof as a PDF for designing printed materials. The Vendor shall not be liable for any printing errors, spelling errors, layout errors or errors in syntax detected after printing, nor for the quality of the printed images. The Vendor shall not be liable for researching the availability of a sign and/or trademark. The Client shall pay the Vendor the damages imposed by the injured parties or assigned to the injured parties in the event that the materials supplied by the Client breach the right to privacy or publicity of a third party. The Vendor, at its sole discretion, shall be permitted to use internal employees or freelance professionals or third parties not associated with the business of the Vendor for the implementation of its project. If such persons are called upon to carry out the project, this shall be discussed with the Client as soon as possible beforehand. Any liability on the basis of the Vendor for any shortcoming of this third party shall, however, be excluded. Under no circumstances shall the Vendor, together with the affected third party, be severally liable. The liability of the Vendor shall be limited in each case to the proven and the actual amount of damages by the Client, which is the result of the agreement concluded between the Parties. Any damages shall not, under any circumstances, exceed the total amount of the services already invoiced.
16. Termination of the agreement
The Parties may terminate the agreement at any point by mutual agreement. The Vendor may unilaterally terminate the agreement in the event of late or non-payment. The Vendor may unilaterally terminate the agreement in the event of bankruptcy, apparent inability or any change to the legal or financial status of the Client. Web hosting or services with regard to the domain name must be terminated by the Client by registered letter at least three months before the expiry date of the hosting account or the domain name. The Client may only use the Content Management System (CMS) supplied by the Vendor during the term of the agreement concluded between the Parties.
17. Force majeure
In the event the Vendor cannot (fully) implement the agreement in good time as a result of (but not limited to) force majeure, strikes, lock-out, fire, riots, illness or any event that the Vendor has no control over, this shall not give the Client any right to compensation payable by the Vendor, nor any right to terminate the agreement at the cost of the Vendor. In the event the Vendor definitively cannot (fully) implement the agreement as a result of (but not limited to) force majeure, strikes, lock-out, fire, riots, illness or any event that the Vendor has no control over, the Vendor shall maintain the right to terminate the agreement without being liable to pay the Client any damages as a result.
18. Ownership and intellectual property rights
All goods supplied shall remain the property of the Vendor until complete payment has been received. Any reproduction, publication or exhibition of the products and services supplied shall only be possible upon prior written approval from the Vendor. The same shall apply to the transfer of rights resulting from the agreement concluded between the Parties. The Client undertakes to only use the goods and services supplied for the purposes they were intended for, bound by the licence terms that apply. A copy of the applicable licence terms can be requested by letter or by email. All texts, page references, illustrations, photos, datasheets and other illustrative elements on the website of the Vendor are copyright protected and protected more generally by the various intellectual property rights. The Client is not permitted to transfer or copy any information from the website of the Vendor, except with prior written approval from the Vendor pertaining to this. Breach of copyright shall give rise to damages in favour of the Vendor in accordance with the statutory terms of SOFAM (Multimedia Society of Visual Arts Authors).
19. Formulation of complaints
The Client must formulate each complaint via a registered letter addressed to the Vendor within 5 (five) calendar days from delivery of the product or the service to the Client. The Client must express the reason for the complaint in detail in writing. A commercial courtesy shall not be acknowledged in any way.
The Vendor undertakes to apply the personal information of the Client exclusively within the framework of the agreement concluded between them. The Vendor shall treat the personal information of the Client with the highest level of care and discretion, and shall not transfer it to a third party under any circumstances, except upon written approval from the Client. In accordance with the Privacy Act of 8 December 1992, the Client shall have the right to accept, amend, improve and delete their personal information at any time.
21. Obligation of confidentiality
The Parties undertake to maintain the confidentiality of the commercial and technical information and company secrets they share with one another, both during and after the agreement, and to only use it for the purpose of the agreement.
The Client agrees that the Vendor may include the products and services supplied in their reference portfolio.
23. Jurisdiction clause
The Dutch-speaking courts in the district of Brussels shall take jurisdiction in the event of disputes in the framework of an agreement between the Vendor and the Client, irrespective of the residence of the Client or the place of delivery.
24. Applicable law
All agreements between the Vendor and the Client shall be governed by Belgian law.