1. Scope
1.1 All sales, works and services relating to the delivery and possible outdoor installation of hot tubs and saunas shall take place subject to these General Terms and Conditions.
1.2 Other conditions shall only form part of the agreement concluded between the parties if and insofar as both parties have expressly agreed so in writing.
1.3 We reserve the right to amend these General Terms and Conditions at any time in accordance with our economic and legal necessities. Subject to your written protest, the new terms and conditions will come into force within 5 working days of their notification.
1.4 The possible invalidity and/or unenforceability of (part of) a provision(s) of these general terms and conditions shall not affect the applicability of the remaining provisions.
2. Offers-Order confirmation
2.1 All offers made by us are without obligation and non-binding for us. The contract is concluded only after payment of an advance by the customer or written confirmation of order by us.
2.2 The customer shall be irrevocably bound by the contents of the order confirmation if he fails to object to its contents in writing by registered letter within 8 days of its date. Thereafter – and also in the event of execution before the expiry of the aforementioned period – the orders may not be changed or cancelled by the customer except by mutual agreement with us and with full compensation for the costs already incurred and/or services rendered.
3. Provision of data
3.1 The customer is obliged to provide us with all data necessary to properly carry out the delivery and placement. The customer shall ensure that the data to be provided is correct and complete.
3.2 We reserve the right to suspend the execution of the delivery and installation until the customer has complied with this obligation.
3.3 The customer is responsible for all consequences resulting from incorrect and/or incomplete data.
4. Delivery and placement
4.1 The delivery period communicated to the customer is only indicative and the effective delivery period may deviate from it.
4.2 Exceeding this deadline can never give rise to rescission of the contract by the customer, suspension or non-payment of the agreed price or compensation for damages.
4.3 The temporary suspension of the delivery or installation due to force majeure shall automatically and without compensation result in an extension of the delivery period for the period of the force majeure.
4.4 We are not liable for the damage caused by non-performance or late performance of the delivery or installation in case of force majeure. By force majeure should be understood circumstances, which were unforeseeable at the conclusion of the contract and occur beyond our control, when they constitute a serious impediment to the execution of the contract. These circumstances include: war and riots, natural phenomena, government measures, strikes, confiscation, labor disputes, fire, shortage of means of transport, exceptional traffic disruption, equipment breakdown, restrictions in energy consumption, unworkable weather, machine breakdown, illness, errors or delays due to our suppliers or subcontractors, …
4.5 The customer must ensure that delivery can take place and that installation can begin immediately. Failing this, the direct and indirect costs resulting among other things from the loss of time will be charged to the client, without prior notice of default.
4.6 If, during the installation and/or testing of the installation, it is found to be impossible – either as a result of circumstances unknown to us or as a result of any force majeure – we reserve the right to full compensation for the work already carried out or costs incurred.
5. Delivery costs and risk during transport
5.1 The delivery of ordered goods is made at the expense and risk of the customer. We shall not be liable for damage, of whatever nature and form, related to the transport of the goods and/or installation.
5.2 The customer guarantees good accessibility to the place of destination and will be obliged to compensate all costs and damages that would arise as a result of poor accessibility or inaccessibility to the place of delivery.
6. Price
6.1 All quotations drawn up by us contain guideline prices only in the sense that if changes in price-determining factors occur after the quotation or conclusion of the contract and before delivery or installation, the price from the quotation or the contract may be revised, even if the cost price increase was already foreseeable when the contract was concluded.
6.2 Price-determining factors include in any case, price increases as a result of increases in costs and/or working conditions, of insurance premiums, of currency and/or exchange rates, freight rates, prices of materials, prices of auxiliary materials, raw materials, wages, salaries, social security charges or government charges, as well as all those cases in which external circumstances cause price increases.
6.3 The prices on the quotations and order form have no probative value against the price on the invoice. The price on invoice is the final price to be paid.
7. Payment
7.1 Invoices, and any advance invoices, are to be paid by the customer no later than two weeks after the invoice date. Payment shall be made in cash or by bank transfer to our account number as stated on the invoice. All payments shall be made in EURO.
7.2 In case of non-payment within the set term, a late payment interest of 1% per month of the undetermined invoice amount is due legally and without prior notice. In addition, a lump sum of 10% of the invoice amount, with a minimum of EUR 100, shall be payable in such case.
8. Transfer of risk and ownership
8.1 The risk of destruction of the items to be delivered and installed shall pass to the customer immediately upon commencement of the contract. With regard to goods entrusted to us to work with/on, the risk of damage or destruction of these goods remains with the customer.
8.2 We retain ownership of the goods delivered and to be delivered until such time as the customer has fulfilled its payment obligations in full.
8.3 The customer’s payment obligations consist of payment of the agreed price, plus claims for work performed in connection with the delivery or installation or claims due to shortcomings on the part of the customer. The customer is obliged to inform us immediately in writing of the fact that third parties would assert rights to items subject to retention of title under this article.
8.4 The delivered or installed items may be reclaimed by us at any time, without prior notice of default, as long as the buyer fails to meet all payment obligations.
8.5 In the event that the retention of title is invoked, the agreement will be considered as dissolved, without prejudice to our right to compensation for damages, including lost profits and other commercial damages.
9. Acceptance
9.1 The customer is obliged to check the goods and services upon receipt for conformity with the agreement and any defects. After receipt of the goods/completion of the works and the inspection by the customer at that time of the goods and/or works, no further complaints will be accepted for visible defects and/or visible non-conformity.
9.2 Customer complaints regarding hidden non-conforming delivery and/or hidden defects can only be reported to us by registered letter within a period of 10 working days. This letter must also contain a detailed list of the defects and/or lack of conformity.
9.3 After expiry of this period and/or in the absence of the detailed enumeration and explanation mentioned in article 9.2. of the present general conditions, the works are deemed to have been accepted in full.
10. Guarantee and liability
10.1 For consumers, the legal warranty period as included in the Act of September 1, 2004 on the protection of consumers when selling consumer goods applies. For non-consumers, the warranty period runs concurrently with the period guaranteed by our suppliers.
10.2 We guarantee the usual quality and soundness of the delivered goods. However, the actual service life cannot be guaranteed.
10.3 Our warranty obligation includes only the redelivery or repair, free of charge, of those (parts of) items which became defective during the warranty period. Our liability is in any case limited to the repair of foreseeable, direct and personal damage suffered by the customer, excluding all indirect damage, such as, but not limited to, loss of income and profits, loss of customers, loss or damage to data, loss of contracts, supplementary costs,…. Our liability in such cases is always limited to the amount paid out by our liability insurance company. If the liability insurer does not pay out, our liability shall always be limited to the invoice value of the order, or to that part of the order to which the liability relates in the event that this is stated separately on the relevant invoice.
10.4 We can only be held liable for damages to the extent that the customer proves that the defective delivery or installation was due to our fault. We shall thus not be liable if the damage was caused, inter alia, by use contrary to instructions, by our own repairs or modifications, by errors/incorrectness in data, materials, data carriers, etc. supplied to us by the customer, for damage whose cause cannot be proven by the customer and all other cases in which our fault has not been established beyond doubt.
10.5 The damage attributable to us shall be remedied in kind, by replacement or repair. When repair in kind is impossible or involves an unreasonable workload for us, compensation will be paid subject to the limitations stated in this article.
10.6 The existence of any defects does not suspend the customer’s obligation to pay.
10.7 The customer must allow us to investigate the complaint and must therefore cooperate fully.
11. Objection of non-performance and termination
11.1 In the event of non-payment of any interim invoices, we shall not be obliged to further perform the contract.
11.2 Bankruptcy of the customer, makes that the agreement will be legally dissolved without prior notice. In that case we reserve the right to take back the unpaid goods immediately, without prejudice to the claim for damages and compensation for costs incurred. Any late payment shall result in all outstanding amounts becoming immediately due and payable in full.
11.3 Once the order has been placed by the customer and accepted by us, the customer can no longer rescind the contract unless he reimburses all costs and hours already incurred by us. In addition, the customer will also pay a cancellation fee of 20% of the amount to be paid according to the agreement.
12. Jurisdiction clause and applicable law All disputes arising from this agreement shall be settled exclusively by the Courts of Mechelen – as the place where the obligations arose – by application of Belgian law.