1. GENERAL CONDITIONS.
The agreement between GPM ENGINEERING SOLUTIONS BV (hereinafter “GPM”) and the client is exclusively governed by these general terms and conditions, even if the client would refer to the sales conditions applicable to him. Current general terms and conditions replace or change all previous terms and conditions agreed between the parties.
2. QUOTE - PERFORMANCE TIME.
Unless stated otherwise, the quotation is valid for 60 days. Without prejudice to an explicit approval of the offer, the offer and the current general terms and conditions are deemed to have been tacitly accepted. GPM has the right to adjust its prices on the anniversary of the contract term to the consumer price index according to the formula “basic amount times new index divided by the index valid in the month of acceptance of the offer”. Any anticipated execution or delivery period is only given as an indication and is not strictly applicable. The client can only raise non-compliance with the execution or delivery period to claim compensation and / or the dissolution of the agreement, after GPM remains in default for more than 30 days after receiving a registered notice of default.
3. COST BOOK - PROVISIONAL DELIVERY - FINAL DELIVERY.
Before the commencement of the assignment, the client provides GPM with specifications containing all useful specifications regarding the assignment (standards, codes, sketches,…). The client undertakes to include all information in these specifications that is necessary for the correct execution of the assignment. The client is fully responsible for the correctness and completeness of the information provided. GPM has no liability whatsoever for the completeness or correctness of the information provided by the client. GPM carries out its assignment according to the rules of the art and on the basis of the specifications drawn up by the client. After execution of the assignment, GPM submits the design for approval to the client, who has a variable term drawn up / specified according to the quotation to formulate comments. If the client does not formulate any comments or accepts the works, the works will be deemed to have been finally delivered and approved. If the client formulates comments, the parties will proceed to a provisional acceptance. From the provisional acceptance, the works have been accepted, subject to GPM making the adjustments about which a comment has been formulated. Each adjustment is always made at the agreed hourly rate stated on the quotation. After GPM has made the desired adjustments, the works are deemed to have been definitively delivered and approved.
4. COMPLAINTS - RETURNS - LIABILITY.
Complaints regarding visible defects or non-conformity of the works must be communicated to GPM by registered letter sent within 10 working days after completion of the works or after delivery of the goods. Complaints regarding hidden defects must be communicated to GPM by registered letter sent within 10 working days after the discovery of this defect. Complaints regarding invoicing must be communicated to GPM by registered letter sent within 10 working days of receipt of the invoice. In the absence of a protest by registered letter within 10 working days after the invoice date, the invoice is deemed to have been accepted. Submitting a complaint does not release the client from its payment obligations. GPM is obliged to a maximum of compensation for damage, interest and legal costs, including, up to half of the invoice value of the improperly executed works or the defective goods. GPM is not liable to the client for errors made by its subcontractors. GPM is only liable for direct and reasonably foreseeable damage and therefore not for indirect or consequential damage, including but not limited to reputation damage, loss of income, ...
5. PRICE.
Unless the parties agree on a fixed price in advance in writing, GPM will execute the ordered work at an hourly wage as stated on the quotation. Any changes to the ordered works and / or additional works as well as all works carried out after the works have been submitted to the client for approval for the first time, will be additionally invoiced in accordance with the rates and unit prices in force at the time the change works / additional works are ordered. The price is invoiced at 100% after receipt of the invoice, subject to the agreed payment term.
6. PAYMENT.
The invoices are payable no later than one month after the invoice date. An interest of 10% per year is owed by operation of law and without notice of default on any sum that has not been paid on the due date. In addition, in the event of full or partial non-payment of the debt on the due date, the balance due will be increased by a fixed indemnification of 10% of the invoice amount, with a minimum of EUR 125 per invoice, without prejudice to the legal fee and collection charges. and legal costs in case the outstanding amount has to be recovered by legal means. In the event of non-payment of the invoice on the due date, all other invoices become immediately due and GPM has the right to suspend the work. In the event that an invoice remains unpaid 15 days after registered notice of default, GPM has the right to dissolve the agreement by operation of law and without judicial intervention at the expense of the client and without GPM owing any compensation. Without prejudice to the legal right of retention, GPM is entitled to retain any item of the client, until the full payment of all that GPM has to claim from the client for whatever reason, unless the client has a sufficient guarantee for the value of that claim or has provided security.
7. DISSOLUTION
In the event that the agreement is canceled or dissolved, the party to whom the agreement is dissolved will owe a fixed compensation of 50% of the contract price (incl. VAT), plus any shipping and return costs, without prejudice to the right to to claim full compensation, subject to proof of greater damage. In the event of dissolution of the agreement at the expense of the client, and regardless of the reasons for the dissolution, the client will in any case owe GPM compensation for the work already carried out and / or the goods ordered, more compensation for the lost profit. GPM reserves the right to consider the agreement to be dissolved by operation of law and without prior notice of default, and this without the client being entitled to any compensation: 1) In the event of bankruptcy, manifest insolvency, dissolution of the client, as well as any change to the legal situation of the client; 2) In case GPM is unable to perform the agreement as a result of force majeure, strike, lock-out, fire, natural disasters, war, illness, malfunctions in the computer network, acts of third parties for which GPM is not responsible and to any accident or incident that interferes with the ordinary course of business of the company. Force majeure will be the circumstances that make the performance of the agreement beyond the control of the parties reasonably impossible. Either party can dissolve the agreement if the other party fails to fulfill its obligations, within a period of 15 days from the receipt of the notice of default.
8. INTELLECTUAL PROPERTY RIGHTS.
The calculations, designs, texts, drawings, photos, films, images, data, databases, software, names, trade and domain names, brands, logos and other elements in the designs drawn up by GPM are protected by intellectual rights and are the property of GPM . The client only acquires the right to use the calculations and designs drawn up by GPM for the purposes for which they were drawn up and after all invoices from GPM have been paid in full (this includes principal, increase clause, interests and costs). The client may not modify, copy, distribute, transmit, display, display, publish, license, create derivative works from, transfer or sell any information, software, products or services whatsoever from the GPM formatted calculations and designs have been obtained except for internal use.
9. JURISDICTION.
Any dispute arising from this agreement is governed by Belgian law. Only the courts of the district of West Flanders, division Bruges, are competent to hear it.