The LevelFour Company, a micro-enterprise with the VAT number: BE0737.670.944 Avenue Pasteur 2A - 1300 Wavre 1300 Wavre Belgium Telephone: 010 222 140 Email: [email protected] 1. Applications : The present general conditions apply to all orders entrusted to us. Together with the stipulations of the order and any special conditions, they form the sales agreement. By signing the agreement or the order form or by accepting the order confirmation, our customer expressly acknowledges having read and accepted these general terms and conditions. These general terms and conditions apply to all contracts concluded, even verbally, within the framework of business relations after a first order.
2. 2. Deviations: Only deviations that are agreed upon in writing by us may change the application of these general terms and conditions.
3. Exclusions: Unless expressly agreed in writing by us, the general terms and conditions of purchase and sale contained in any written documents issued by our customers are not binding on us. The contract is always deemed to have been awarded on our own terms and conditions, the acceptance of an order does not imply our adherence to our customer's terms and conditions of purchase. The customer therefore expressly declares that he irrevocably waives the benefit of his own terms and conditions in the context of relations between the parties, including future relations, unless otherwise expressly agreed in writing.
4. 4. Offer: Unless otherwise agreed in writing by us in our offer, we reserve the right to amend it as long as it has not been accepted in writing by our customer, in particular in the event of an increase in the price of raw materials and/or labour during the period of validity of the offer. In no case shall we be held liable for any changes made to it. Commitments made by our company's agents and representatives are only binding on our company after written ratification on its part. The said commitments are therefore systematically, and unless otherwise agreed in writing, subject to a condition precedent.
5. Orders: Any specifications submitted by the purchaser are used for documentation purposes only and cannot be invoked against us. Any order entrusted to us is only binding on us after verbal and/or written confirmation from us. The place of conclusion of the contract will therefore always be the place of our company's registered office. Changes made by the customer to his order form or to our offer will only be valid if we have accepted them and confirmed them in writing. Complaints due to possible or alleged inaccuracies in our order confirmation must, on pain of foreclosure, reach us in writing and/or by registered mail within 8 days of the confirmation. Cancellation by the customer of one of his orders not yet in progress must be sent in writing. If the cancellation of the order takes place after we have ordered the raw materials, we reserve the right, as the case may be, to continue the execution of the contract purely and simply or to claim a fixed and irrevocable indemnity equal to 50% of the amount of the order, this indemnity being intended to cover, in addition to the costs stipulated above, any penalties towards our suppliers or the forced acquisition of the raw materials that are the subject of the cancelled agreement. No cancellation will be accepted once the manufacturing process has begun or once we have acquired the finished products intended for the customer.
6. 6. Delivery or completion deadlines: The deadlines indicated in our offers are given for information only and do not entail any commitment on our part. If a deadline is imperative and conditions an order, it must be clearly specified as such on the order form (express mention of the terms "Conventionally imperative deadline"). Even in the latter case, the buyer may only claim compensation for late delivery or completion if this has been agreed in writing beforehand, but the amount of this compensation may never exceed 10% of the total price of the order. In all cases where a mandatory delivery or completion date, accompanied by a penalty, is agreed, exceptional circumstances or force majeure, such as war, civil unrest, fire, transport paralysis, strikes, failures of our subcontractors or suppliers, etc., shall be taken into account. (this list is not exhaustive), give us the right either to revise our deadlines or to cancel the contract without the buyer being able to assert any right to compensation.
7. Deliveries - Transport: The goods which are the subject of a contract must be collected by the purchaser from our company's head office within the time limit set. If the delivery is to be made by agreement, this obligation must be specified in writing in the order form, specifying the place of delivery. Unless otherwise agreed in writing, our deliveries shall be made by the means of our choice. In the event of delivery by us, the goods travel at the expense and risk of the customer, unless we have committed fraud.
8. Retention of title clause: The seller retains its right of ownership of the goods sold until full payment of the price and its accessories (possible costs, interest and penalties). Consequently, the buyer expressly refrains from selling, assigning, pledging and in general alienating the goods that are the subject of the contract, before clearing his account, on pain of being prosecuted for an offence, in particular under articles 491, 521, 522 and 523 of the Penal Code. 9. Payments : All our prices include VAT. Orders are deemed to have been placed at our head office and our invoices are payable at the same place, without discount. The sums owed by our customers are therefore conventionally portable and not payable. Bills of exchange, whether accepted or not, or bills of exchange, do not constitute a novation or derogation from this clause. Payment shall be made in accordance with the invoice data, free of charge for us, including VAT and within the stipulated period. In the absence of any indication to the contrary, payment must be made in cash, without delay. Complaints do not suspend the buyer's payment obligations and the buyer expressly declares that he waives the right to raise the defence of non-performance against us for any reason whatsoever, even in the case of successive agreements.
10. 10. Provision of security and suspension of delivery: Irrespective of the agreed terms of payment, the buyer authorises us, if necessary, to demand a bank or other guarantee before delivery for the fulfilment of his payment obligations. As long as the buyer has not provided such security, we shall be entitled to suspend all subsequent deliveries. The same shall apply in the case of successive contracts as long as the buyer has not fulfilled his payment obligations in respect of previous deliveries. We also reserve the right, in the event of non-payment or late payment of an invoice, to cancel deliveries or work still to be carried out, without the customer being entitled to claim any compensation. In this case, the customer will owe us the compensation stipulated in article 5 of these general terms and conditions.
11. Forfeiture clause: In the event of non-payment of an invoice that has fallen due, the seller is entitled to invoke the forfeiture of the term provided for the other invoices that have not yet fallen due, without notice of default and by operation of law. As a result, all outstanding invoices (principal and accessories) will become payable.
12. Non-payment: Any sum unpaid on its due date will automatically, without prior formal notice, bear conventional default interest equal to the legal rate plus 5% (e.g. 7% + 5%=12%) per year from the due date of the invoice. In addition, any amount unpaid on its due date will be increased by right and without prior formal notice by a conventional, fixed and irrevocable indemnity in the amount of 10% of the outstanding balance, with a minimum of 75€, subject to all other damages and/or interest. Conventional interest at the predefined rate will also be applicable to this penalty clause, from the due date of the invoice until full payment has been made. Any partial payment will be charged in priority on the costs, then on the interest due and finally on the capital, in accordance with article 1254 of the Civil Code, notwithstanding the content of any statement and any intermediate charges previously communicated. The penalty clause of 10% above may also be demanded by the consumer as defined by the law of 14.07.1991 in the event that the seller does not deliver the goods or does not carry out the work that is the subject of the agreement.
13. Resolution - Cancellation: The foregoing stipulations do not contain any waiver of our right to claim, at our convenience, in the event of non-payment or non-compliance by our customer with his contractual obligations, the resolution or cancellation of the sale with compensation for damages. In this case, the buyer shall not be liable for the compensation stipulated in article 5 of these general terms and conditions.
14. Warranty - Claims: In the event of a defect in the product or the service provided, our company shall be obliged, at its sole discretion, either to repair, or to grant a credit note for depreciation in value, or to deliver faultless spare parts, to the exclusion of any damages whatsoever. We cannot be held liable in the event of an error on the part of the customer. Complaints are only admissible if they are made within three days of delivery, by telephone or, if necessary, by registered letter sent to our head office. If the complaint is recognised as justified, by us in the case of work, or by our supplier in the case of defective parts, our obligations shall be limited exclusively to the replacement or free repair of the goods, without our being able to be held liable for any compensation whatsoever, on any grounds whatsoever, whether direct or indirect, except in the case of fraud or gross negligence resulting from our liability.
15. 15. Assignments: It is expressly agreed that our company may at any time assign its rights resulting from this contract to a third party, acceptance of these conditions automatically and in anticipation of the customer's agreement to the assignment or novation. If the client intends to contest this legal operation, he must inform the assignor and the assignee by registered mail or by a bailiff, within 3 calendar days of becoming aware of the legal operation. Failing this, his silence will confirm the prior agreement in principle contained herein.
16. Attribution of competence and applicable law: Any dispute relating to the interpretation or execution of the contract is the exclusive competence of the courts of Nivelles, courts of the place of conclusion of the contract and of the place of collection of the goods. The contract shall be deemed to be concluded under Belgian law, the only law applicable to the contractual relations between the parties, notwithstanding any foreign criteria linked to the contract .