1. LANGUAGE, LANGUE Dutch: These General Terms and Conditions are available in Dutch and French upon simple request. The Dutch version of these General Terms and Conditions is the only authentic version. Français: Ces conditions générales de vente et livraison sont disponibles sur simple demande en néerlandais et français. La version en néerlandais de ces conditions générales de vente et livraison est la seule version authentique.
2. DEFINITIONS
2.1 “Sitac”: the public limited company “SITAC EUROPE NV”, with registered office at B-3500 Genk, Melbergstraat 6, registered in the register of legal entities in Antwerp, Hasselt department under number 0751.645.872, and known at the VAT administration under the number VAT number BE 0751.645.872, judicial district of Limburg.
2.2 “General Terms and Conditions”: these general terms and conditions of sale and delivery.
2.3 “Customer”: any person or legal entity who purchases a product and / or service from Sitac, places an order with Sitac, and / or sends a quotation request to Sitac, as well as anyone who, in the name or on behalf of another (right) person purchases a product and / or service from Sitac, places an order with Sitac, and / or sends a quotation request to Sitac.
2.4 “Registered Letter of Complaint”: a registered letter stating the invoice number, all reference numbers (if applicable) shown on the written agreement between Sitac and the Customer, the order confirmation from Sitac, the delivery note from Sitac and / or the invoice from Sitac, with an accurate identification of the products and / or services and a detailed statement of the non-conformity or defect.
2.5 “Conformity Of The Delivery” (exhaustive definition): delivery of the correct (types of) products and / or services, without visible defects, at the correct location in accordance with the written agreement between Sitac and the Customer or in the absence thereof. in accordance with the order confirmation issued by Sitac. In the absence of both a written agreement between Sitac and the Customer and an order confirmation from Sitac, the correctness of the (types of) products and / or services and of the location will be evaluated in relation to the order of the Customer.
3. APPLICABILITY
3.1 Notwithstanding any communication to the contrary in the past or the future, the Customer accepts by sending a quote request, placing an order and / or entering into an agreement with Sitac, that only the following standards apply to all contractual, pre-contractual and non-contractual legal relationships between Sitac and the Client, both current and future (in hierarchically descending order, the following in the absence or silence of the foregoing): (1) the written agreement between Sitac and the Client; (2) the written and / or electronic order confirmation from Sitac; (3) these General Terms and Conditions; (4) art. 4-88 of the Vienna Sales Convention; (5) the Unidroit Principles; (6) Belgian law, with the exclusion of articles 1-3, and 89-101 of the Vienna Sales Convention. Other conditions and / or standards, such as the general and / or special conditions of the Client, do not apply and are explicitly rejected by Sitac. Other (deviating) conditions only apply if Sitac explicitly signs these (deviating) conditions for acceptance. These deviations explicitly signed for acceptance are only valid for the agreement to which they relate and cannot be invoked in any other, even similar agreements.
3.2 These General Terms and Conditions are without prejudice to the statutory rights that are imperatively granted to the Customer under applicable national consumer protection legislation.
3.3 Any nullity of one of the provisions or part of a provision of these General Terms and Conditions does not affect the applicability of the other provisions and / or the rest of the provision. In the event of invalidity of one of the provisions or part of a provision, Sitac and the Client will negotiate, as far as possible and according to their loyalty and belief, to replace the invalid provision with an equivalent provision that complies with the general spirit of these Terms and Conditions.
3.4 Sitac reserves the right to adjust and / or change these General Terms and Conditions at any time.
4. QUOTE, ORDER AND ORDER CONFIRMATION
4.1 Sitac reserves the right to rectify any mistakes in price lists and can withdraw all offers (such as - but not limited to - those in the price list) and quotations at any time. In any case, all offers and quotations from Sitac are without obligation and can only be regarded as an invitation to place an order by the Customer.
4.2 As soon as Sitac issues a new price list, this price list replaces all previous price lists. Any offers and / or quotations that have not yet been accepted by the Customer in writing at that time, are automatically deemed to be no longer valid when a new price list is issued.
4.3 The agreement between Sitac and the Customer is only concluded as soon as a person who is authorized to legally bind Sitac confirms the Customer's order in writing and / or electronically, or as soon as Sitac starts the execution of the order. The written and / or electronic acceptance of an order by agents and / or representatives of Sitac does not count as the aforementioned order confirmation and is not sufficient to bind Sitac.
4.4 All deliveries of products and / or any performance of services that were not explicitly provided for in the written agreement between Sitac and the Customer or in the absence thereof in the order confirmation from Sitac, are deemed to be additional orders and / or additional work upon request. of the Customer, and will be charged as such to the Customer.
4.5 Sitac is free to choose the parties with whom it wishes to enter into an agreement, and always has the right to set a minimum invoice amount.
5. PRICE AND COSTS
5.1 All prices are exclusive of VAT and are expressed in Euro. Sitac issues new price lists from time to time, which revoke the previous price lists from the date stated therein (or lack thereof from the date of publication). Only the prices stated in the most recent price list are valid. A customized price is calculated for each order. This is only valid for a specific order and therefore does not apply to any other, even similar orders.
5.2 In the event of delay, Sitac has the right to increase the prices that are stated in the written agreement between Sitac and the Customer or, in the absence thereof, in the order confirmation from Sitac. Delay is understood to include (purely exemplary list): late payment; failure by the Customer to fulfill the obligations set out in Articles 9 and 14 of these General Terms and Conditions; etc.
5.3 Changes of supplier (s) independent of Sitac, currency fluctuations, increases in material prices, prices of auxiliary materials and raw materials, wages, salaries, social security charges, costs imposed by the government, (environmental) levies and taxes, transport costs, import and export duties or insurance premiums , occurring between the order confirmation and the final delivery of the products and / or services, give Sitac the right to increase the agreed price proportionally.
5.4 Sitac reserves the right to demand an advance, full payment or any other form of security for payment before proceeding to fulfill its obligations towards the Client.
6. UNDERTAKINGS BY Sitac
6.1 Sitac's obligations are limited to the accurate performance of its obligations as described in the written agreement between Sitac and the Customer or, in the absence thereof, in the order confirmation from Sitac. If neither a written agreement has been drawn up between Sitac and the Customer, nor an order confirmation from Sitac, and Sitac has already started the execution of the order, Sitac's responsibility remains limited to the execution of the written order of the Customer.
6.2 Sitac only offers the quality guarantees that are explicitly stated in the written agreement between Sitac and the Customer, in the order confirmation from Sitac, in the quotation drawn up by Sitac and / or in the communicated price lists.
6.3 Sitac guarantees a faithful delivery with the express reservation for minor color and quality deviations.
6.4 Sitac can only provide a guarantee with regard to color matching of upholstery fabrics and leather versions if the Client explicitly requests this and subject to a simultaneous order, on the understanding that minor color deviations are never covered by such guarantee.
6.5 Sitac expressly declares that the dimensions and dimensions, as stated in the written agreement between Sitac and the Customer, in the order confirmation from Sitac, in the quotation drawn up by Sitac and / or in the communicated price lists are only approximate and reserves the right to right to deliver products that include minor deviations in size and / or changes in shape and appearance.
6.6 Sitac is not responsible for the use and any consequences of the use of materials supplied by (or in the name and at the expense of) the Customer or end customer with a view to the manufacture and / or treatment of the products concerned with these materials.
6.7 Sitac is not responsible for complying with the respective legal obligations related to the use of the products that apply in the country where the products will be delivered and / or used, such as (but not limited to) environmental obligations, application of permits, quality requirements, etc.
6.8 If certain products and / or components of certain products are not in stock, Sitac and the Customer may agree in mutual consultation to replace these missing products and / or components with a functional equivalent of a different brand or type. The possible replacement of missing products and / or components by a functional equivalent in no way releases the Customer from its obligations under articles 9 and 14 of these General Terms and Conditions, and can in no case give rise to a reduction in price or a dissolution of the agreement between Sitac and the Customer. Any additional cost of such replacement is not included in the price and will be charged to the Customer.
7. DELIVERY OF THE PURCHASED PRODUCTS AND / OR SERVICE PERFORMANCE
7.1 Unless otherwise agreed, deliveries in Belgium always take place in accordance with the Incoterm® (2010) “Delivery Duty Paid” (DDP) at the location as stated in the written agreement between Sitac and the Customer or, in the absence thereof, on the order confirmation from Sitac. and deliveries outside Belgium always in accordance with the Incoterm® (2010) “Ex Works” (EXW) production location as agreed.
7.2 Any execution and delivery terms stated concern the term within which the products can in principle leave Sitac's grounds and are always indicative. They do not form an essential part of Sitac's obligations towards the Client, nor of the written agreement between Sitac and the Client, nor of the order confirmation issued by Sitac. In the event that the stated delivery term is exceeded, Sitac and the Customer will agree on a reasonable additional term. No exceeding of the term, neither the original nor the additional term (s), can give rise to payment of any compensation, nor to termination of the agreement between Sitac and the Customer. Changes to the quotation request and / or the order of the Customer, changes to the written agreement between Sitac and the Customer, as well as changes to the order confirmation issued by Sitac, automatically result in the predetermined probable delivery terms being canceled.
7.3 Sitac is in any case not liable for delays incurred as a result of default by manufacturers and / or suppliers of Sitac, the Customer, its customers and / or any other third party.
7.4 Sitac has the right to deliver the purchased products and / or the relevant services in different parts. Partial delivery or execution cannot give rise to payment of any compensation, nor to dissolution of the agreement between Sitac and the Customer. If the delivery takes place pursuant to the agreement or in accordance with Article 7.1 of these General Terms and Conditions in accordance with the Incoterm® (2010) “Ex Works” (EXW), the Customer must collect the purchased products himself, at his own expense and risk from the Sitac time and place indicated or agreed by the parties. In the absence of collection within five (5) working days, the Customer owes a storage fee of 1% of the full invoice amount per week. As soon as the planned date of collection has been exceeded by two (2) weeks, Sitac has the right to dissolve the agreement between Sitac and the Customer, without prior notice of default and without judicial intervention, with effect from the date of dispatch of the dissolution. In this case, the Client owes a fixed compensation amount equal to 35% of the total invoice amount, without prejudice to Sitac's right to prove higher damage. If the parties in the present case agree, at the request of the Client, that Sitac will arrange the transport of the products to the agreed destination, Sitac will only do this in the name, at the expense and risk of the Client.
8. SUBCONTRACTING
8.1 Sitac has the right to subcontract (part of) the agreed works.
8.2 If Sitac acts as a subcontractor, Sitac has a direct claim against the client, up to the amount that the latter owes the co-contractor / main contractor at the time of filing the direct claim.
8.3 If Sitac acts as a subcontractor, Sitac also has a right of pledge on all claims of the co-contractor main contractor, which arise from the building contract with regard to the work for which Sitac was used as a subcontractor.
8.4 The direct claim referred to in Article 8.2 of these General Terms and Conditions, as well as the right of pledge included in this Article 8.3 of these General Terms and Conditions, not only relate to the relevant claims, but also to the accessories, such as (purely exemplary list): the interest on arrears and any compensation pursuant to a penalty clause.
9. INFORMATION, SAMPLES, MODELS AND DESIGNS
9.1 The Customer is deemed to be aware of all the characteristics of the products and / or services ordered by him. The Customer cannot derive any rights from the information, samples, models and / or designs that Sitac would provide on its own initiative or at the request of the Customer.
9.2 The Customer bears the exclusive and full responsibility to determine whether the purchased products and / or services are suitable, and meet all quality requirements with regard to the use and / or objectives for which the Customer and / or end customer has the products and / or services. purchased or wish to use. The Customer will perform the necessary tests for this, and the necessary information (including with regard to the correct use of the relevant products and / or components, the possible dangers associated with these products and / or components, the applications and qualities of these products and / or or components, etc.). The Client hereby has the explicit obligation to verify the information thus obtained, including with regard to the accuracy of the information obtained, the completeness of this information, and the applicability of the information with regard to the use and / or the objectives for which the Client and / or whether the end customer has purchased or wishes to use the products.
9.3 All information that Sitac provides to the Client, on its own initiative or at the request of the Client, has a purely informative value and does not in any way release the Client from its obligations under Article 9.2 of these General Terms and Conditions. Sitac's responsibility in this respect is always limited to the responsibility imposed on Sitac in a mandatory manner by Belgian law.
10. ACCEPTANCE, DELIVERY AND COMPLAINTS
10.1 Immediately upon receipt of the purchased products and / or services, the Customer must carry out an initial verification, including with regard to the Conformity of the Delivery. Complaints regarding the Conformity of the Delivery must be made by formulating a reservation on the delivery note, and must be confirmed to Sitac within a period of forty-eight (48) hours after delivery by Registered Letter of Complaint, failing which the Customer is deemed to have delivered the products and / or to accept services as agreed.
10.2 The putting into use, processing, repackaging and / or reselling of the products delivered by Sitac is considered to be approval and acceptance, counts as final delivery of the relevant products and / or services, and releases Sitac from its responsibilities and liability. in accordance with article 12 of the General Terms and Conditions.
10.3 Complaints regarding hidden defects must be reported to Sitac no later than six (6) months after delivery by Registered Letter of Complaint.
10.4 The Client will in any case lose the right to invoke any defect, if he does not notify Sitac of this by means of a Registered Letter of Complaint, within a period of three (3) working days after he has reported this non-Conformity of the Delivery or this defect. discovered or should have discovered.
10.5 In the event of complaints regarding the non-Conformity of the Delivery that are reported to Sitac in a timely and correct manner, Sitac will at its discretion and insight: (1) (partially) replace the non-conforming and / or defective products, components and / or services. or restore; or (2) credit the incorrect part to the price shown in the written agreement between Sitac and the Customer or, in the absence thereof, to the price shown in the order confirmation from Sitac; or (3) if it concerns visible defects that are not substantial to the use of the purchased products, credit an amount that reasonably corresponds to the nature and extent of the defect in question. The Client acknowledges that these measures each individually entail full and adequate compensation for any possible damage resulting from the non-Conformity Of The Delivery and accepts that the implementation of these measures cannot be regarded as an acceptance of liability by Sitac.
10.6 In the event of complaints regarding hidden defects that are reported to Sitac in a timely and correct manner, Sitac will, at its own discretion and discretion: (1) replace or repair (partially) the defective products, components and / or services; (2) repair the defective products and / or components; or (3) credit an amount that reasonably corresponds to the nature and extent of the defect concerned. The Client acknowledges that these measures each individually entail full and adequate compensation for any possible damage as a result of hidden defects and accepts that the implementation of these measures cannot be regarded as an acceptance of liability by Sitac.
10.7 Any (partial) replacement or repair of products, components and / or services cannot give rise to payment of any compensation, nor to dissolution of the agreement between Sitac and the Customer.
10.8 Without the explicit and written consent of Sitac, the Customer is under no circumstances entitled to return products or to have third parties carry out work on them.
10.9 Sitac reserves the right to determine the non-Conformity of the Delivery and / or other defects itself, and to investigate the cause thereof. If Sitac requests this, the Customer will deliver the relevant products, at its own expense and risk, to Sitac at the place indicated by Sitac within a period of five (5) working days after receipt of the request thereto from Sitac.
10.10 Complaints and / or any (partial) replacement or repair of products and / or services do not in any case release the Customer from his payment obligation within the written agreement between Sitac and the Customer, the order confirmation based on Sitac, these General Terms and Conditions. , and / or the respective invoice term (s).
10.11 The Client is obliged to reimburse costs incurred as a result of unjustified complaints.
WARRANTY
11.1 The Customer acknowledges and accepts that Sitac grants a limited and conditional warranty to the end customer - first owner of the purchased products and declares that he is aware of the content thereof. The Customer undertakes to transfer this warranty claim to Sitac within five (5) working days of becoming aware of a warranty claim from an end customer - first owner, failing which the Customer will be responsible for the warranty obligations, without the possibility of any story compared to Sitac. The Client undertakes to provide Sitac with all reasonable assistance in its investigation of the warranty claim, including (but not limited to) by delivering the relevant products to Sitac in accordance with Articles 10.8 and 10.9 of these General Terms and Conditions. Sitac reserves the right to subcontract the work within the framework of its warranty obligations towards the end customer - first owner.
11.2 The Customer acknowledges and accepts that the aforementioned limited and conditional warranty with regard to the end customer does not apply with regard to products that have served as a showroom model. The Customer acknowledges and accepts that for such products, he must itself be responsible for the legal warranty obligations towards the end customer, without any right of recourse against Sitac.
11.3 Sitac sovereignly decides whether a warranty claim meets the terms of the limited and conditional warranty of the end customer - first owner. Sitac is in no way bound by any statement to this effect from the Client to the end customer. 12. LIABILITY
12.1 Sitac's liability with regard to the products purchased is limited to its legal responsibilities as a producer and / or retailer depending on the circumstances.
12.2 Sitac is in no way liable for any damage to, or any damage caused by or related to the use of, materials supplied by (or in the name and at the expense of) the Client or end customer with a view to the manufacture and / or treatment of the purchased products with these materials.
12.3 When the agreement concerns products that are not manufactured by Sitac, but are only resold by Sitac, Sitac cannot be held liable for any damage other than the Conformity of the Delivery and all complaints and / or damage other than those relating to the Conformity Of The Delivery, solely the responsibility of the producer (s) and / or supplier (s) from whom Sitac has purchased the relevant products. The Customer has the maximum option to invoke such complaints and / or damage, during a period equal to the shortest of the following periods: the warranty period that the respective producer or supplier offers to Sitac; an absolute maximum of 1 year after delivery of the respective products and / or services. If the Customer notifies Sitac in a timely and correct manner, in accordance with these General Terms and Conditions, of any complaint and / or damage other than with regard to the Conformity Of The Delivery, Sitac will pass this complaint on directly to the respective manufacturer or supplier. In the further handling of this complaints or damage procedure, Sitac only acts as an intermediary between the Customer and the respective producer or supplier. Sitac's responsibility in this respect is limited to passing on information between the respective producer or supplier on the one hand and the Customer on the other, without Sitac being held liable in any way with regard to the actual complaint and / or damage.
12.4 Sitac's liability is at all times limited to the liability that is mandatory by law in the given factual circumstances, and is in any case limited to the lower of the following two amounts: (1) the respective invoice amount, or (2) ) the amount of the payment of the insurance policies taken out by Sitac.
12.5 Sitac is under no circumstances liable for: (i) indirect damage (including loss of turnover), (ii) damage caused by the Client, end customer and / or third parties, (iii) damage as a result of the incorrect or inappropriate use of the purchased products, (iv) damage to purchased products that the Customer or end customer has attempted to change or if the Customer or end customer has used materials that do not meet the parameters as provided by Sitac and / or (v) damage as a result of the failure by the Customer, its staff or employees and / or the end customer to comply with legal and / or other obligations, including the manual accompanying the products.
12.6 Sitac is, in accordance with articles 9 and 14 of these General Terms and Conditions, under no circumstances liable for any damage resulting from the failure of the Client and / or end customer to request and verify all necessary and useful information, neither as for any damage as a result of incorrect and / or incomplete information that was handed over to the Customer and / or end customer by the Customer, supplier (s) and / or producer (s) of the purchased products and / or any other third party.
12.7 The Customer is solely responsible for the resale of the purchased products, and guarantees that he will comply with all (legal and other) obligations in this respect.
12.8 Sitac is in no way liable, in accordance with articles 6.2 to 6.5 of these General Terms and Conditions, for: any quality guarantees with regard to the delivered products and / or services that are not expressly included in the written agreement between Sitac and the Customer, based on the order confirmation. from Sitac, in the quotation drawn up by Sitac and / or in the communicated price lists; minor color and quality deviations, notwithstanding any warranty provided by Sitac in accordance with article 6.4 of these General Terms and Conditions with regard to color matching of upholstery fabrics and / or leather versions; color matching of upholstery fabrics and leather versions, if the Customer has not explicitly requested Sitac for such a guarantee and / or has not ordered the relevant products and / or services simultaneously; minor dimensional deviations and changes in the shape and appearance of a model with regard to the dimensions, shape and appearance included in the written agreement between Sitac and the Customer, in the order confirmation from Sitac, in the quotation drawn up by Sitac and / or in the communicated price lists.
13. INDEMNITY
13.1 The Client will fully indemnify and defend Sitac against all claims and procedures, including the claims and procedures of third parties, that may arise from, or are the result of, any act or omission of the Client, in violation of the written agreement between Sitac. and the Customer, the order confirmation issued by Sitac, these General Terms and Conditions, and / or other (legal) obligations of the Customer.
13.2 The Customer will indemnify Sitac for all damage, including legal and other costs, that arise as a result of its defense regarding the under article
13.1 of these General Terms and Conditions of claims and / or proceedings.
14. OBLIGATIONS OF THE CUSTOMER
14.1 The Client bears the full and exclusive responsibility to: hand over all data to Sitac in a timely manner, including with regard to the data of which Sitac indicates that it is necessary or useful for the performance of its obligations towards the Client, and with regard to the data of which the Client it should reasonably be understood that these are necessary or useful for the performance of Sitac's obligations towards the Client; Prior to the delivery of the purchased products and / or services, to inform Sitac of possible standard and legal conditions that these products must meet; To notify in writing and in good time of the specific requirements that the purchased products and / or services must meet; to comply with the special obligations associated with the use of the products that apply in the country where the products will be delivered and / or used, as stated in Article 6.2 of these General Terms and Conditions, regardless of whether these obligations under the law of the country where the products are delivered and / or used to Sitac; in case of delivery “Delivery Duty Paid”, (i) inform Sitac in a timely manner about the times when it is available to receive the delivery, (ii) inform Sitac without delay of any objections regarding the time of delivery proposed by Sitac, and (iii) provide sufficient storage and delivery space to facilitate delivery; to thoroughly inspect the products and / or services within 48 hours of delivery, and in any case has the obligation to test the products and / or services in an adequate manner before using, processing and / or reselling them; to handle and use the products at all times in accordance with the manual supplied with the products. to adequately inform its customers about the safety instructions and the operating instructions (as communicated in the manual, the content of which the Customer declares to know); to conclude the necessary insurance contracts, including with regard to the retention of title as set out in Article 18 of these General Terms and Conditions. The Client grants Sitac permission to inspect the policies and proofs of payment for the aforementioned insurance policies upon first request.
14.2 If the Customer does not fulfill his obligations as set out in the written agreement between Sitac and the Customer, the order confirmation based on Sitac, these General Terms and Conditions, and / or if the Customer does not comply with all his other (legal) obligations, Sitac the right to (temporarily) suspend its obligations. The costs associated with this suspension are fully at the expense of the Client. These costs relate, among other things, to (purely exemplary list): extra working hours, storage fees, etc.
15. FORCE MAJEURE AND HARDSHIP
15.1 Sitac is not liable for a shortcoming in the fulfillment of its obligations caused by force majeure or hardship.
15.2 In the event of force majeure or hardship, Sitac can at its own discretion and discretion, without prior notice of default or judicial intervention being required, and without any right of recourse against Sitac: (1) propose to the Client to remove the missing products and / or replace components with a functional equivalent; (2) temporarily suspend the performance of its obligations; (3) terminate the agreement between Sitac and the Client extrajudicially; and / or (4) invite the Client to renegotiate the agreement between Sitac and the Client. If the Customer does not participate in these renegotiations in good faith, Sitac may, in accordance with article 24 of these General Terms and Conditions, request the court to determine new contract terms and / or to order the Customer to pay damages.
15.3 Force majeure and hardship include (purely exemplary list): unavailability and / or scarcity of certain materials; resource scarcity; currency fluctuations, increases in material prices, prices of auxiliary materials and raw materials, wages, salaries, social security charges, government-imposed costs, levies and taxes, transport costs, import and export duties or insurance premiums, occurring between the order confirmation and final delivery; ice cream; special weather conditions; strike; mobilization; war; disease; accidents; communication and computer disruptions; government measures; export ban; delay in supply; transport and / or movement obstacles; including lack or withdrawal of transportation options; export barriers; entry barriers; breakdown; file; etc.
16. INVOICE AND PAYMENT
16.1 Sitac reserves the right to invoice products and / or services immediately after delivery, and this also in the case of partial deliveries.
16.2 The Client must report its complaints with regard to invoices to Sitac within eight (8) calendar days after receipt of the invoice by Registered Letter of Complaint.
16.3 Unless explicitly agreed otherwise, all invoices must be paid within a term of thirty (30) calendar days after the invoice date. 16.4 All invoices are payable in cash at the registered office of Sitac or by transfer to the bank account number stated on the invoice. The Customer is not allowed to make payments to intermediaries.
16.5 No discount is allowed for cash payments. Only receipts signed by persons who are authorized to legally bind Sitac are valid.
16.6 In the event of non-payment, or incomplete payment on the due date of one of the invoices: (1) the Customer is owed by operation of law and without prior notice an annual capitalized interest of 1 % per month on the outstanding balance - and this without prejudice to the possible issue of a bill by and on the Client; (2) the Customer is legally and without prior notice of default liable to pay fixed compensation equal to 10% of the invoice amount with a minimum of five hundred Euro (€ 500.00), without prejudice to Sitac's right to prove higher damage; (3) the Customer is legally and without prior notice of default liable for all judicial and extrajudicial collection costs; (4) by operation of law and without prior notice of default, all other, even non-expired, Sitac invoices will become immediately due and payable on the Client; and (5) Sitac has the right by operation of law and without prior notice of default to reclaim the delivered products from the Customer, to suspend and / or dissolve the (further) implementation of the relevant and / or one or more other agreements with the Customer. , without a prior notice of default or judicial intervention being required. Sections (4) and (5) also apply in case of (imminent) bankruptcy, judicial or conventional dissolution, application of the Belgian law dated. January 31, 2009 regarding the continuity of businesses, payment arrears, or any other fact that reasonably causes Sitac to lose confidence in the Customer's creditworthiness.
16.7 Acceptance of partial payment is made subject to all reservations and is charged in the following order: (1) collection costs, (2) compensation; (3) interest; (4) principal sums.
16.8 The entry of the outgoing invoice in Sitac's outgoing invoice book is presumed to be sent and received of the relevant invoice.
17. CANCELLATION
17.1 Sitac reserves the right to cancel the agreement between Sitac and the Customer and / or the order of the Customer, without any form of compensation and without any right of recourse against Sitac, in whole or in part if certain products and / or components of certain products are not in stock.
17.2 Unless Sitac expressly agrees in writing, the Client is not permitted to cancel its order or the agreement between Sitac and the Client. In the event that the agreement between Sitac and the Customer is canceled by or at the expense of the Customer, even with the explicit and written consent of Sitac, the Customer is obliged to pay a fixed compensation of 25% of the total invoice amount, or 50 % of the total invoice amount if the canceled agreement relates to seating furniture and custom work, without prejudice to Sitac's express right to claim higher compensation if proof of this is provided.
18. RESERVATION OF OWNERSHIP
18.1 The property rights to the delivered products only transfer to the Customer at the time of full payment of price, costs, interests and all other accessories. The Customer bears the risk for the delivered products from delivery in accordance with Article 7.1 of these General Terms and Conditions.
18.2 The retention of title also applies to products that have been given for safekeeping or consignment with a view to sale on behalf of Sitac.
18.3 The Customer must always do everything that can reasonably be expected of him to secure the ownership rights to the unpaid products. If third parties seize these products or wish to establish or assert rights to them, the Client is obliged to immediately notify Sitac thereof.
18.4 Furthermore, the Customer undertakes to insure the unpaid products against fire, explosion and water damage and theft. Any payment under these insurance policies will accrue to Sitac.
18.5 If the Client does not fulfill its obligations, or if Sitac suspects that the Client will not fulfill its obligations, the Client will return the products concerned to Sitac at its own expense and risk within 24 hours at Sitac's first and simple request. Exercise of this right results in the immediate and automatic termination of the agreement between Sitac and the Client. As a result, the Customer is legally and without prior notice of default due to the following amounts: (1) the loss of profit, estimated at 15% of the total invoice amount; and (2) a flat-rate compensation of 5% on the total invoice amount, for the (extra) management and administration costs. All this without prejudice to Sitac's right to prove higher damage. Upon receipt of the products, and insofar as these products are still found to be in good condition, the amounts already paid will be refunded to the Customer after deduction of the aforementioned amounts due.
18.6 In the event of a violation of the retention of title, Sitac automatically obtains a right of pledge on the realized sales price of the products concerned, and the Client owes Sitac a fixed compensation of 35% of the total invoice amount.
19. LEGAL PROCESSING
The possible or even repeated non-application by Sitac of any right can only be considered as tolerating a certain situation and does not lead to forfeiture of rights.
20. NETTING
20.1 In accordance with the Financial Security Act of December 15, 2004, Sitac and the Client automatically and by operation of law compensate and set off all current and future claims against each other. This means that in the permanent relationship between Sitac and the Client, only the largest amount receivable remains on balance after the aforementioned automatic settlement.
20.2 This set-off will in any case be enforceable against the curator and the other concurrent creditors, who will therefore not be able to oppose the set-off carried out by the Client and Sitac.
21. SUSPENSION AND DISSOLUTION
21.1 In the event of any change in the Client's situation, such as death, conversion, merger, acquisition, transfer, liquidation, cessation of payments, collective or amicable agreement, request for deferment of payment, cessation of activity, seizure or any other circumstance that could damage the confidence in the creditworthiness of the Customer, Sitac reserves the right, on account of that mere fact: either to suspend the execution of one or more agreements with the Customer until the Customer provides adequate security for his payment ; or to declare one or more agreements with the Customer dissolved from the date of dispatch of the dissolution, without prior notice of default and without judicial intervention, without prejudice to Sitac's right to claim additional compensation.
21.2 If the agreement between Sitac and the Customer is terminated, whether or not subject to the provisions of article
21.1 of these General Terms and Conditions, the Client loses the right to require Sitac to comply with its obligations with regard to the terminated agreement.
22. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
22.1 Sitac remains the exclusive holder of all intellectual property rights it owns on the products and / or services it supplies. The Client guarantees Sitac that the information provided by the Client does not infringe the intellectual property rights of third parties.
22.2 The Client is expressly forbidden to advertise or have advertised the products and / or services of Sitac without the prior written consent of Sitac.
22.3 All documents, information, models and / or designs of whatever nature, which are provided to the Client during the negotiations regarding and / or the implementation of the agreement between Sitac and the Client, and / or which are mentioned in any possible document from Sitac, including the order confirmation and the delivery note from Sitac, must be treated confidentially. The aforementioned documents must be returned at Sitac's first request.
22.4 These documents, information, models and designs remain the property of Sitac and may not be communicated to third parties, nor copied, nor used (in) directly, in whole or in part, for purposes other than those for which they are intended, unless expressly and in writing. permission from Sitac.
22.5 The obligation of confidentiality continues to exist, even after the termination or the end of the agreement between Sitac and the Client, at least until the relevant documents, information, models and / or designs are known to the public without fault of the Client.
23. PERSONAL DATA AND IMAGE MATERIAL
23.1 The Client gives Sitac permission to include all personal data provided by the Client in an automated data file. These data will be used for the purpose of conducting information or promotional campaigns in connection with the products and / or services offered by Sitac. The Customer gives Sitac permission to transfer this information to third parties.
23.2 The Customer can always request communication and correction of these data. If the Client no longer wishes to receive commercial information from Sitac, the Client must inform Sitac of this.
23.3 The Client authorizes Sitac to use visual material of the products and / or services provided to the Client for: (purely exemplary list) general information, publicity purposes, publication on the Sitac website, publication in folder (s), etc.
23.4 The Client guarantees Sitac that any personal data of the end customer provided by him has been collected and processed with due observance of the applicable legislation regarding the protection of personal data and that the Client has received express consent to the processing and use of personal data from the person to whom it personal data.
23.5 Sitac undertakes, in the context of the protection of personal data, to take appropriate technical and organizational measures to the best of its ability, which are necessary for the protection of any personal data processed by it against accidental or unauthorized destruction, against accidental loss, as well as against the change or access to and against any other unauthorized processing of that personal data.
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