GENERAL TERMS AND CONDITIONS MEROFIX BV

General scope of the terms and conditions

1. 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.
2. These terms and conditions are deemed to have been irrevocably accepted upon acceptance by the customer of the order form, quotation or agreement.
3. 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, unless we expressly agree in writing.
4. The customer acknowledges having received the quotation including these general terms and conditions at least 15 days before signing, having read and understood them and having had sufficient time and opportunity to request adjustments or deletions.

Pricing and revision

5. Our quotes are valid according to the specified date. Each quotation is drawn up based on the information provided to us by the customer at the time of the price request. If it turns out 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 agreement on these adjustments.
6. Our prices, as stated in our quotations, whether as unit prices or as fixed prices, are determined on the basis of the tariffs, official rates, wages and social security contributions valid on the date the quotation is drawn up. 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 consent of the customer, if the market prices or the parameters for their calculation have increased by at least 5% at the time of the actual order of the materials. In that case, the price will be revised to the daily rate at the time of the effective order of the materials from our suppliers.
7. Any provisions imposed by the safety coordinator are not included in our quotation unless otherwise stated. Unless expressly stated otherwise in our quotations, engineering studies are never included in our assignment. The customer is solely responsible for this.
8. When placing an initial order, the consumer can never rely on any discounts that may have been indicated and these are therefore never applicable.

Deliveries and terms

9. Any delivery term, if stated, is, to the extent permitted by law, only given as an indication unless it has been agreed in advance in writing to be considered essential and binding. If no term has been set, the order will be carried out within a reasonable period. Our company hereby undertakes an obligation to make every effort to comply with the specified deadline as accurately as possible.
10. Late delivery does not entitle the customer, unless he is a consumer, to cancel the order or claim damages and/or suspend his payment obligations. In any case, any event that constitutes an insurmountable obstacle or forces us to temporarily or permanently suspend the works will be considered a case of force majeure, such as (but not limited to) accidents, wars and their consequences, bad weather conditions, strikes, lock-outs, pandemics, epidemics, shortages of workers and materials, disruptions and difficulties with transport, etc. ... either at our own premises or at those of our suppliers.
11. The temporary suspension of deliveries due to force majeure and/or unforeseeable circumstances automatically and without compensation means that the originally planned delivery period is extended by a period equal to the suspension period plus the time required to resume production and delivery. Any loss or damage caused by chance, force majeure of the delivered item, or by the customer's own fault or by persons for whom he is responsible or whom he allows or tolerates, shall never be at our expense.
12. If delivery free of charge to the site or warehouse has been agreed, we, our subcontractors or employees are only obliged to deliver to this location if 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 will remain at the risk and entirely at the expense of the customer.

Liability for damages

13. Production will be carried out according to the rules of good workmanship.
14. Are not considered as a lack of conformity, whether a visible or hidden defect: slight differences in colour or texture provided that these cannot be avoided from a technical point of view or are generally accepted or are inherent to the materials used.
15. It is expressly agreed that if our liability is nevertheless called into question and repair in kind is not possible, we are only liable for direct damage and we can in no case be held liable for incidental or indirect damage that was not directly and immediately caused by a - proven - error of our company, such as (but not limited to) loss of income, loss of data, claims for damages from third parties, communication costs., …
16. Our liability is always limited to a reduction of the price or, where applicable and at most, to a waiver of the outstanding payment, which compensation the parties then accept as a final settlement at the end of all invoices. Any price reduction will be determined on the basis of the seriousness of the rightfully proven errors.

Termination

17. Cancellation of an order is possible, in which case 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 further loss. Custom work cannot be cancelled.
18. If we terminate or cancel the agreement ourselves or if the agreement is terminated due to our actions, the customer, insofar as he or she is a consumer, has the right to request the same compensation from us.
19. If during production it appears that the execution of the order is not technically or operationally 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. For such terminations our company does not owe any compensation to the customer. If the customer has stopped making payments, has been declared bankrupt or has applied for judicial reorganisation, is in a state of insolvency (nega
20. tive equity, seizure of his goods, judicial execution against the customer, etc.), we reserve the right to unilaterally terminate the agreement without notice of default, without being liable for any compensation, and this without prejudice to the right to compensation from our company.

Acceptance of delivery – production

21. The production and delivery of goods or delivery will be carried out according to the specifications and conditions as set out in the agreement.
22. The customer is obliged to inspect and test the goods immediately upon receipt.
23. 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 production being accepted as in accordance with the agreement. If our investigation shows that the products do meet the applicable standards and specifications as set out in the quotation, all costs incurred by us will be charged to the customer.
24. The risk of loss or damage to the goods passes to the customer at the time of delivery, unless otherwise agreed in writing.

Warranty and guarantee

25. In view of our deliveries, our warranty is limited to that which we can obtain from our suppliers. However, the goods may not have been processed, incorrectly assembled or treated. In any case, the warranty is limited to the replacement of defective parts. Transportation costs and working hours are the responsibility of the customer. Under no circumstances can you claim a refund, payment or compensation from us.
26. If the customer is a consumer, our company is liable to the consumer for any lack of conformity that exists upon 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 installation, provided that the consumer notifies us within 2 months from the day on which the consumer discovered the defect. The consumer's right of legal action shall lapse after one year from the day on which he discovered the lack of conformity, provided that this period does not expire before the end of the two-year period.
27. The statutory warranty obligation for hidden defects, as stipulated in Articles 1641 and 1649, remains fully applicable.

Complaints

28. In order to be valid, any complaint must be made by registered letter to the registered office of our company within 15 (fifteen) calendar days from the date of execution of the works or the sending of the invoice, note or statement of costs. The invoice date is irrefutably presumed to be the date of dispatch of the invoice. Payment of the invoice without protest within the set term 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

29. All goods, materials and supplies, as well as the work carried out, remain - even after incorporation - the property of our company until full payment of our invoices in principal and associated amounts. 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 do not belong to our company. However, the risk passes when the goods leave our warehouses. From that moment on, the customer is responsible for damage to and theft of these goods.
30. The right of ownership extends to all claims that replace the goods subject to retention of title. If the customer encumbers or alienates the goods before the right of ownership has passed to him, he accepts that the retention of title will consequently be transferred to the claim for payment of the price and the income resulting from the alienation thereof will accrue exclusively to our company.
31. Pledge on claims. By concluding the agreement, the customer pledges all his current and future claims and assets 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.
32. The parties agree to the principle of netting (debt settlement and compensation) provided for in Articles 14 and 15 of the Financial Collateral Act under Chapter VIII and Chapter IX in the event of insolvency proceedings, seizure or any other form of concurrence.

Intellectual property

33. 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 made available to third parties, nor used for the production of the products or execution of the works to which they relate. These documents must be returned to us in good condition upon simple request and without charge.
34. The customer agrees that our company may take photos and other images (targeted and non-targeted) of our works and creations for use in commercial actions, promotions and publications. Our company undertakes not to share any identity information that may be visible on the images with third parties. Our company retains the copyright on its design and the full artistic ownership of its plans, sketches, studies and (preliminary) designs, with the exclusive right to reproduce them in any way.

Payment methods

35. All our orders and deliveries are payable in cash at our registered office.
36. We reserve the right to demand an advance payment to be determined by us on the deliveries to be made before accepting the order and/or to demand another type of guarantee before the commencement of the works or in the meantime during the works. For a first order, the consumer must pay the total price in advance.

Late payment, costs and attachments

37. On any debt that remains unpaid on the due date, interest at the reference interest rate plus 8 percentage points referred to in Article 5, paragraph 2, W. 2 August 2002 on combating late payment in commercial transactions, calculated on the amount still to be paid, calculated from the due date, will be due, automatically and without notice of default or any other formality, if the customer is a company, as well as a fixed compensation of 10% with a minimum of EUR 125.00.
38. On any debt that remains unpaid on the due date, if the customer is a consumer, after prior notice of default, interest will be due at the reference interest rate plus 8 percentage points referred to in Article 5, paragraph 2, W. 2 August 2002 on combating late payment in commercial transactions, calculated on the amount still to be paid, starting from the first reminder, as well as a fixed compensation as follows:

a) 20.00 EUR if the balance due is less than or equal to 150.00 EUR;

b) EUR 30.00 plus 10% of the amount due on the tranche between EUR 150.01 and EUR 500.00 if the balance due is between EUR 150.01 and EUR 500.00;

c) EUR 65.00 plus 5% of the amount due on the tranche above EUR 500.00 with a maximum of EUR 2,000.00 if the balance due is higher than EUR 500.00.

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.

39. If the customer fails to pay an invoice in principal and damages and interest within the aforementioned period, the entire amount is immediately due and payable without further notice of default, even if not all amounts or invoices have yet expired.
40. Any delay in payment gives us the right, after notice of default, to suspend or cancel deliveries and works still to be carried out, and to refuse new orders. After receiving a second reminder, your account will be blocked and our company will no longer be able to enter orders until the outstanding balance has been paid in full.

Nullity

41. The nullity or unenforceability of one or more clauses of the Agreement shall not entail the nullity or unenforceability of the remainder of the Agreement. The parties undertake to replace the void 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 come as close as possible to it.

Processing of Personal Data

42. We collect and process the identity and contact details that we receive from the customer and that relate to the customer himself, his staff, employees, appointees and other useful contacts that are necessary for and limited to the conclusion of the agreement/execution of the works. The purposes for this processing 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 reveal your race or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, health or life data or sexual orientation, genetic data or biometric data.
43. The legal grounds are the performance of the agreement, the fulfilment of legal and regulatory obligations (such as 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 e-mails (newsletters). The email policy can also be found on our website.
44. 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-mail: 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 in the context of the aforementioned purposes for processing. The data will never be provided or used outside the European Community. The customer is responsible for the accuracy and updating of the personal data he provides to our company and undertakes to strictly comply with the provisions of the GDPR with regard to the persons whose personal data he has provided to our company, as well as with regard to any personal data he may receive from our company and our staff, employees and appointees.
45. 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 attached as an appendix to this agreement and which can be found on our website. The customer confirms that he/she has taken note of this Privacy Statement and accepts its contents.
46. The personal login and passwords of customers are encrypted and not visible to the employees of our company. The employees of our company therefore do not have access to shopping carts or orders of customers and cannot make any changes to them. Our company employees have access to only the most necessary customer data via a personal login and password, namely: name, first name, address, e-mail, telephone number, order details, company name and VAT number if applicable and payment and billing history. This data will under no circumstances be shared with third parties.

Express Arbitration Clause

47. Any dispute shall be settled by the Arbitration Court designated by the Institute of Arbitration (www.euro-arbitration.org ), in accordance with the SDR Rules of Arbitration (Standard Dispute Rules). This provision replaces any conflicting jurisdiction clauses. This agreement is governed by Belgian law.