These terms and conditions apply to all offers, proposals, quotations, orders, agreements and deliveries of goods and/or services from our company to the customer and form an integral part thereof. Any deviation from these terms and conditions can only be made in writing by mutual agreement of both parties.
These terms and conditions are deemed to be irrevocably accepted upon acceptance by the customer of the order form, quotation or agreement.
The general terms and conditions of our company exclude the general terms and conditions of the customer, even if they are of a more recent date, subject to our express and written agreement.
The customer acknowledges having received the quotation including these general terms and conditions at least 15 days before signing it, having read and understood them and having had sufficient time and opportunity to request adjustments or deletions.
Pricing and revision
Our quotes are valid according to the specified date. Each quotation is drawn up on the basis of the information provided to us by the customer at the time of the price request. If it appears that these are not correct, we can adjust the original quotation based on the actual situation. We have the right to suspend the entire implementation pending an agreement on these adjustments.
Our prices, as stated in our quotations, either as unit prices or as fixed prices, are determined on the basis of the rates, official rates, wages and social
charges valid on the date of preparation of the quotation. They are largely dependent on fluctuations in, among other things, the prices of raw materials and transport, energy costs, etc. and can always be revised by us, without the prior agreement of the customer, if the market prices or the parameters for their calculation have increased by at least 5% at the time of the
effective ordering of the materials. In that case, the price will be revised to the daily rate at the time of the actual order of the materials from our suppliers.
Any provisions imposed by the safety coordinator are, unless otherwise stated, not included in our quotation. Unless expressly provided otherwise in our quotations, engineering studies are never included in our assignment. The customer is exclusively
responsible.
With a first order, the consumer can never rely on any discounts indicated and these are therefore never applicable.
Deliveries and deadlines
Any delivery period, if stated, is, to the extent permitted by law, only given in an indicative manner unless it has been previously agreed in writing
to be considered essential and binding. If no deadline has been set, the order will be executed within a reasonable time. Our company hereby undertakes a best-efforts obligation to respect the specified deadline as accurately
as possible.
Late delivery does not allow the customer, insofar as he is not a consumer,
to cancel the order or to claim damages and/or to suspend its payment obligations. In any case, any event that constitutes an insurmountable obstacle or forces us to stop the work temporarily or permanently will be considered a case of force majeure,
including (but not limited to) accidents, wars and their consequences, bad
weather conditions, strikes, lock-out, pandemic, epidemic, shortage of manpower and material, disruptions and difficulties in transport, etc. … either with ourselves or with our suppliers.
The temporary suspension of deliveries due to force majeure and/or unforeseeable circumstances entails, by operation of law and without compensation, that the originally foreseen delivery period is extended by a period equal to the suspension period
increased by the time required to resume production and delivery. A destruction or
damage by coincidence, by force majeure of the delivered goods, or by the customer's own fault or that of persons for whom he is responsible or whom he allows or tolerates, is never at our expense.
If the delivery is agreed to be free of charge at the site or warehouse, we, our subcontractors or appointees, are only obliged to deliver to this place insofar as it is normally accessible. If this is not possible, unloading will take place on site, next to the
means of transport, and from that moment on the goods remain at the risk and entirely at the expense of the customer.
Liability for damage
The production will be done according to the rules of good craftsmanship.
The following are not considered a defect in conformity, as a visible or hidden defect: slight differences in colour or texture to the extent that these cannot be avoided from a technical point of view or are generally accepted or are inherent to the materials used.
It is expressly agreed that if our liability is nevertheless compromised, and recovery in kind is not possible, we are only liable for direct damage and we can in no case be held liable for accidental or indirect damage that was not directly and immediately caused by a - proven - error of our company, such as (non-exhaustive) loss of income, loss of data, damage claims of third parties, communication costs, ...
Our liability is always limited to a reduction of the price or, where appropriate and maximum, to a waiver of the outstanding payment, which compensation the parties then accept as a final settlement to close all accounts. Any price reduction will be determined on the basis of the seriousness of the errors sufficiently proven by law.
Termination
A cancellation of an order is possible whereby the customer will be obliged to pay in full the costs and charges already incurred, the work already carried out, together with the materials and supplies already delivered, plus a fee equal to 20% of the total purchase price excluding VAT, and this for the fact of the further loss. Customization cannot be cancelled.
If we ourselves terminate or cancel the agreement or if the agreement is terminated by us, the customer, insofar as he is a consumer, has the right to demand the same compensation from us.
If, during production, it appears that the execution of the order is technically or operationally not feasible, we reserve the right to terminate the order. If we decide to terminate the order due to impracticability, we will inform the customer
immediately. Our company is not liable to the customer for such terminations.
If the customer has ceased payments, has been declared bankrupt or has applied for a judicial reorganization, is in a state of insolvency (negative equity, seizure of his goods,
legal enforcement against the customer, etc.), we reserve the right to terminate the agreement
without notice of default, without being liable for any damages, and this without prejudice to the right to compensation to our company.
Acceptance of delivery - production
The production and delivery of goods or delivery will be carried out in accordance with the specifications and conditions as laid down in the agreement.
The customer is obliged to inspect and test the goods immediately upon receipt.
Any defects or deviations in production must be reported to our company in writing within 15 days of
receipt. Failure to do so will result in the acceptance of the production as in accordance with the agreement. If our investigation shows that the products do comply with the applicable standards and specifications as laid down in the quotation, all costs incurred by us will be charged to the customer.
The risk of loss or damage to the goods is transferred to the customer at the time of delivery, unless otherwise agreed in writing.
Warranty and guarantee
By virtue of our deliveries, our guarantee is limited to those that we can obtain from our suppliers. However, the goods must not have been processed, incorrectly assembled or handled. In any event, the guarantee is limited to the replacement of the defective parts. The transport costs and working hours are at the expense of the customer. For no reason can a refund, payment or compensation be claimed from us.
If the customer is a consumer, our company is liable to the consumer for any lack of conformity that exists at the time of delivery of the goods and/or for minor hidden defects that manifest themselves within a period of two years from the aforementioned delivery and/or placement, provided that the consumer notifies us within 2 months from the day on which the consumer has established the defect. The consumer's legal claim
expires after the lapse of one year from the day on which he established the lack of conformity, without that period being allowed to expire before the end of the two-year period.
The statutory warranty obligation for hidden defects, as stipulated in Articles 1641 and 1649, remains fully applicable.
Complaints
In order to be valid, each complaint must be made by registered letter to the registered office of our company within 15 (fifteen) calendar days from the date of the execution of the works or of the dispatch of the invoice, note or cost statement. The invoice date is
irrefutably presumed to be the date of dispatch of the invoice. Payment of the invoice without protest within the stipulated period always and without exception provides sufficient proof of the services provided. Proof of sending the invoice is provided by our outgoing
invoice book or inclusion in the VAT returns.
Retention of title
All goods, materials and supplies, as well as the work carried out, remain - even after incorporation - the property of our company until the full payment of our
invoices in principal and accruals. This also applies if our works, deliveries, goods or materials are only a part (secondary matter) of a larger whole (main matter) of which the ownership or parts thereof would not belong to our company. However, the risk is transferred at the moment the goods leave our warehouses. From that moment on, the customer is responsible for damage to and disposal of these goods.
The right of ownership extends to all claims that take the place of the goods under retention of title. If the customer encumbers or disposes of the goods before the right of ownership has passed to him, he accepts that the retention of title
therefore passes to the claim for payment of the price and the income resulting from the disposal thereof accrues exclusively to our company.
Pledge on claims. By concluding the agreement, the customer pledges all his current and future claims and balances against third parties, for whatever reason, in favour of our company, as security for all his obligations arising from his
agreement(s) with our company.
The parties declare that they agree with the principle of netting (set-off and compensation) provided for in Art. 14 and 15 of the Financial Securities Act under Chapter VIII and Chapter IX in the event of insolvency proceedings, seizure or any other form of
confluence.
Intellectual property
All drawings, quotations, estimates, diagrams, designs, technical data and/or publications provided by our company remain our exclusive property. They may not
be copied in whole or in part, shown or handed over to third parties, or used for the manufacture of the products or the execution of the works to which they
relate. These documents must be returned to us in good condition on simple request and without charge.
The customer agrees that our company may take photos and other visual material (targeted or not) of our works and creations to use them in commercial
actions, promotions and publications. Our company undertakes not to disclose any identity data that could be seen on the visual material to third parties. Our company retains the copyrights to its design and the full artistic ownership of its plans, sketches, studies and
(Pre) designs, with the exclusive right to reproduce them in any way.
Payment terms
All our orders and deliveries are payable in cash at our registered office.
We reserve the right to demand an advance payment to be determined by us on the deliveries to be carried out before accepting the order and/or to demand another type of guarantee before the start of the work or in the interim during the work. For a first order, the consumer must pay the totality of the price in advance.
Late payment, costs and other
Any debt that remains unpaid on the due date, if the customer is a
company - by operation of law and without notice of default or any other formality, an interest at the reference interest rate increased by 8 percentage points referred to in Article 5, paragraph 2, Law. 2 August 2002 on combating late payment in
commercial transactions, calculated on the amount still to be paid, to be calculated from the due date, as well as a fixed compensation of 10% with a minimum of 125.00 EUR.
On any debt that remains unpaid on the due date, if the customer is a
consumer - after a prior notice of default, an interest at the reference interest rate increased by 8 percentage points referred to in Article 5, paragraph 2, Law. 2 August 2002 on combating late payment in commercial transactions, calculated on the amount still to be paid, to be calculated from the first reminder, as well as a fixed compensation as
follows:
20.00 EUR if the balance due is less than or equal to 150.00 EUR;
30.00 EUR plus 10% of the amount due on the bracket between 150.01 and 500.00 EUR if the balance due is between 150.01 and 500.00 EUR;
65.00 EUR plus 5% of the amount due on the bracket above 500.00 EUR with a maximum of 2,000.00 EUR if the balance due is higher than 500.00 EUR.
If our company exceeds the execution period, the customer, insofar as he is a consumer, has the right to request the same compensation from us.
If the customer fails to pay an invoice in principal and damages and interest within the aforementioned period, the full amount is immediately and without further
notice of default due, even if not all amounts or invoices have expired.
Any delay in payment gives us the right, after notice of default, to suspend or destroy the deliveries and work still to be carried out, and to refuse new orders.
After receiving a second reminder, your account will be blocked and our company will not be able to enter orders until the outstanding balance has been paid in full.
Nullity
The nullity or unenforceability of one or more clauses of the
agreement does not entail the nullity or unenforceability of the rest of the agreement. The parties undertake to replace the null or unenforceable clauses with a
legally valid clause(s) that will correspond to the original intention of the parties and the spirit of the agreement, or will be as close as possible to it.
Processing of Personal Data
We collect and process the identity and contact data that we receive from the customer and that relate to the customer, his staff, employees, appointees and other useful contact persons that are necessary for and limited to the conclusion of the agreement/execution of the works. The purposes for these processing operations are the execution of this agreement, customer management, accounting and direct marketing activities such as sending promotional or commercial information. Our company does not process data that reveals your race or ethnic origin, or political opinions, religious or philosophical
beliefs, trade union membership, health or life data or sexual orientation, genetic data or biometric data.
The legal grounds are the execution of the agreement, the fulfilment of legal and regulatory obligations (such as, for example, the 30bis declaration of works) and/or the legitimate interest of our company. For direct marketing purposes by e-mail (such as a newsletter or invitations to events), the customer also gives his express and free consent to our company to use his personal data. He always has the right to unsubscribe via the link provided in our commercial emails (newsletters). The
email policy can also be found on our website.
The data is processed by MEROFIX BV, with registered office at Industrieweg-Noord 1177, 3660 OPGLABBEEK and known under company number 0431.803.220, E: boekhouding@merofix.be (the controller). The aforementioned data will be processed in accordance with the provisions of the General
Data Protection Regulation (GDPR) and will only be passed on to processors, recipients and/or third parties to the extent necessary for the aforementioned purposes of processing. The data will never be provided or used outside the European
Community. The customer is responsible for the accuracy and up-to-date nature of the personal data that he/she provides to our company and undertakes to strictly comply with the provisions of the GDPR with regard to the persons whose personal data he/she has transferred to our company, as well as with regard to all possible personal data that he/she may receive from our
company and our staff, employees, and appointees.
The customer 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 explanation, our company expressly refers to the Privacy Statement, as added as an annex to this agreement and can be found on our website. The customer confirms that he has taken note of this Privacy Statement and accepts its contents.
The personal login and passwords of customers are encrypted and not visible to the employees of our company. The employees of our company therefore have no access to shopping baskets or orders from customers and cannot make any adjustments to them. The employees of our company only have access to the most necessary data of the customers via a personal login and password: name, first name, address, e-mail,
telephone number, details of the order, company name and VAT number if applicable and payment and invoicing history. This data will under no circumstances be shared with third parties.
Explicit Arbitration Clause
Any dispute will be settled by the Arbitration Tribunal designated by the Arbitration Institute ( www.euro-arbitration.org), in accordance with the SDR (Standard Dispute Rules) arbitration rules. This provision replaces all conflicting jurisdiction clauses. This
agreement is governed by Belgian law.
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