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General – Application of the general conditions — In these general conditions, "VH" shall mean Victor Hunt. Dealer., trade name of Victor Hunt bvba/sprl, having his address at Trawoollaan 2 / 5, B-1830 Machelen, and registered in the Register for Legal Entities under enterprise number BE0537.635.861. "Client" shall mean the party that calls on the goods and/or services of VH. These general conditions (hereafter "General Conditions") apply to all offers from and agreements with VH relating to the delivery of goods and/or services by VH. Any terms and conditions of the Client that VH did not explicitly accept in writing, do not apply. By placing an order, the Client accepts the application of these General Conditions. The General Conditions and the specific conditions are the entire agreement between the Parties (hereafter "Agreement"). The Agreement replaces and annuls any prior written or oral understanding, agreement, offer, correspondence or proposal made between the Parties. In case a provision of the specific conditions contradicts a provision of the General Conditions, the specific conditions shall prevail.
Offer – Acceptance — Offers made by VH are not binding for VH until the explicit acceptance by the Client, through the return of the unmodified and duly signed offer by the Client within 1 month after the date of the offer. The acceptance of an offer by the Client, is binding for the Client. Cancelation of an order by the Client is possible as long as VH has not begun the production of the goods and subject to payment of damage compensation of 40% of the agreed price.
Delivery of the goods and/or services — VH will deliver to the Client the goods and/or services provided in the specific conditions. Delivery will take place within 100 days after the receipt of the advance payment provided in Article 5 of these General Conditions. The delivery date is however not binding for VH. The Client is not entitled to any indemnity or price reduction, nor to the cancellation of the Agreement, in case of a delay in the delivery. If the parties explicitly agree to a binding delivery time, this period will be extended (i) if the Client fails to provide (on time) information, documents or other items requested by VH, (ii) if VH, during the course of the production, on the instructions of the Client, is required to adapt the goods and/or services as set out in the offer, (iii) if the Client expands the order or (iv) if production is delayed due to external causes. The goods and/or services will be delivered to the Client at the premises specified in the specific conditions.
Property and risk — The property of the goods is transferred to the Client upon payment of the entire rate specified in Article 5 below. The risk of loss, destruction and/or damage of the goods is transferred to the Client upon departure of the goods from VH’s premises. The Client bears all risks related to the transportation to and delivery of the goods at the Client’s premises.
Payment of fees — The goods and/or services shall be invoiced at the rate specified in the specific conditions. This rate does not include the costs relating to the transportation and delivery of the goods and/or services to the Client, such as (but not limited to) shipment fees, customs clearance fees, etc. Those fees will be charged at cost to the Client. The Client shall pay an advance payment of 40% of the amount specified in the specific conditions. The remaining 60% of the amount specified in the specific conditions must be paid after the delivery of the goods and/or services [together with the costs relating to the delivery of the goods]. VH’ invoices are due 30 days from the invoice date. In case of a late payment of an invoice, VH is automatically and without prior notice entitled to the payment of interests at the rate of 12% per year, starting from the due date of the invoice until the complete payment of the invoice. Notwithstanding his right to claim an indemnity for the actual damages he has suffered in case of late payment of an invoice, VH is automatically and without prior notice entitled to the payment of a lump sum amount of 10% of the invoiced amount with a minimum of 125 EUR to cover administrative costs.
Intellectual Property Rights — Intellectual Property Rights are all intellectual, industrial and other property rights (irrespective of whether these are registered or not), including but not limited to copyrights, related rights, marks, trade names, logos, drawings, models or applications for registration as a drawing or model, patents, patent applications, domain names, knowhow, as well as rights to databases, computer programs and semi-conductors. The Client explicitly acknowledges (1) that all Intellectual Property Rights in goods and/or services belong to VH or a third party that VH has entered into an agreement with and (2) that the Client does not receive any Intellectual Property Rights, with the exception of the license rights on the goods and/or services as specified in this Article. The Client obtains a worldwide, non-exclusive, user license on the goods and/or services. The user license is limited to the non-commercial use of the goods and/or services by the Client, explicitly (but not exclusively) excluding any use for promotional purposes of the goods and/or services by the Client or any third party on behalf of the Client. It is valid for the entire duration of the protection of the goods and/or services by Intellectual Property Rights. The user license is granted to the Client provided that the Client has paid the fees in accordance with article 5 of these General Conditions. The license allows the Client to display and use the goods and/or services for its own internal purposes. The Client may however not copy the goods and/or services. He may not grant sublicenses on the goods and/or services. The Client shall always respect the Intellectual Property Rights of VH and make a reasonable effort to protect these rights. The Client shall inform VH immediately of any infringement by a third party on VH’ Intellectual Property Rights of which it becomes aware. If the Client provides materials to VH, the Client guarantees that it owns all Intellectual Property Rights in such materials. The Client shall indemnify VH for all possible third party claims based on an infringement of their rights by such materials.
Complaints — Each complaint must be sent to VH by registered letter with supporting arguments within a period of 8 days. For complaints concerning the delivered goods or services, the period starts on the day following its delivery to the client. For complaints concerning VH’s invoices, the period begins on the invoice date. In the absence of a timely complaint, the goods and/or the services delivered, as well as the invoices, are deemed to be definitively accepted and payment in full is owed.
Guarantee — VH shall deliver the goods and/or services in accordance with best practices and with the care one may reasonably expect from a professional. This is an effort obligation. In case of hidden deficiencies in the delivered goods which become apparent within 12 months from the date of delivery of the goods, VH shall replace or repair (at its own the discretion) the deficient goods free of charge. This guarantee expires irrevocably (i) 12 months after the date of the delivery of the goods, (ii) if the actual use made by the Client of the delivered goods is not in accordance with the use to which it could reasonably be expected that the goods would be put and (iii) if the Client has failed to comply with the instructions for installation, maintenance and/or care of the goods. If the goods, or parts thereof, are produced by a third party, VH gives to the Client no other guarantee besides the guarantee given to VH by the actual producer of the goods or the parts thereof.
Liability — Except in the case of willful misconduct, VH will not be liable for any error, misconduct or negligence on the part of it or its employees, collaborators, representatives or agents (hereafter Appointees), in the performance of the Agreement. In no event, VH may be held liable for any consequential damages, such as loss of expected profit, reduced sales, increased operating expenses, loss of clients or damage to equipment, data or reputation that the Client, its customers, users or third parties might suffer due to any error or negligence on the part of VH or an Appointee. The total liability of VH shall never exceed the as specified in the specific conditions, or 10.000€ EUR, whichever amount is lower. If VH would turn to other suppliers for the delivery of (any part of) the goods and/or services on its behalf, i.e. would engage these as subcontractors, VH does not accept any liability above or besides the liability accepted by those suppliers for their goods or services.
Processing of personal data — Within the framework of the Agreement, VH will process personal data of the Client or contact persons indicated by the Client. The contact information of these persons is processed for the purpose of "client administration", i.e. to contact the Client regarding the performance of the Agreement. The contact persons have the right to access and correct their data.
Obligation of confidentiality — The parties agree to keep confidential the commercial and technical information, and the trade secrets that they have learned from the other party, and to use such information only for the performance of the Agreement.
Force majeure — Situations out of VH’ control, such as fire, flood, strikes, illness or death of an Appointee, administrative measures and other unforeseen circumstances, will release VH of its obligations towards the Client for the duration of the situation of force majeure. In such event, the Client is not entitled to any indemnification by VH. If the situation of force majeure exceeds 2 months, the Parties will adapt the Agreement together or terminate it, without any indemnification for any party.
Termination — VH may dissolve the Agreement with immediate effect in case of a Serious Breach committed by the Client that is not remedied within 8 days from the receipt of a registered letter of default from VH. As a Serious Breach will be considered (i) non-payment of one or more of VH’ invoices on their due date, (ii) bankruptcy of the Client, a formal measure of protection against creditors, or winding up of the Client, or any measure or circumstance with similar effect. All services rendered by VH until the termination date, shall be paid for by the Client. VH shall be entitled to reimbursement of all costs resulting from the early termination of the Agreement due to the Client’s shortcoming, as well as a lump sum indemnity of 20% of the amount that VH would have invoiced in case the Agreement would have been entirely executed. VH has the right to claim a higher indemnity in case it proves that its actual damages are higher.
Applicable law – Jurisdiction — The validity, interpretation, and implementation of the Agreement shall be governed by Belgian law. All disputes with respect to the Agreement shall be submitted to the competent Court in Brussels, Belgium. Before instituting a procedure before the Court, the parties will, however, attempt to negotiate in good faith in order to reach an out-of-court settlement.
Miscellaneous — The Client allows VH to specify the Client’s name and reproduce the Client’s logo as a reference in its portfolio, on its website and/or in its publicity. Should any provision of the General Conditions, or the implementation thereof, be void or unenforceable, the other provisions will not be affected by this and remain in full force and effect. In this case the Parties, within the limits of the applicable law, will draft a new stipulation that meets the objectives intended by the void or unenforceable stipulation, and include this in an annex to these General Conditions.