1. All of the following provisions together constitute, with regard to the client, the general invoice conditions applicable to all offers, orders with regard to, agreements with, and invoices on account of, and works, sales, deliveries and services by SPRL "THE STAFF SOLUTIONS", with registered office at 8570 Anzegem, Vichteplaats 43 bus 002, and with company number 0643,600,839 (hereinafter referred to as STAFF), even when STAFF changes company name, form, or structure, registered office, owner, ...
In the aforementioned and following provisions, the term "principal" refers to any natural person, also private, and/or legal entity that has given STAFF an oral or written order for the execution of works, supplies and/or services, as well as any natural person, also private, and/or legal entity that wishes to purchase, purchases or has purchased goods from STAFF.
2.Unless otherwise agreed upon in writing (if a written agreement has been concluded between the parties, signed by both parties, regarding the works, sales, deliveries and/or services invoiced on this invoice, then these General Invoice Terms and Conditions must be read together with it; in case of contradiction, the written agreement prevails), all works, sales, deliveries and services of STAFF always take place under the General Conditions above and hereinafter determined. They form an integral part of all offers of, orders with regard to, agreements with and invoices from STAFF. They are applicable to the exclusion of all general conditions applicable to any document originating from the client. A deviation from or modification of these general conditions can only be invoked against STAFF if STAFF has given its prior and written consent. In addition, such deviation or modification will only apply once.
3. The agreement is concluded after the acceptance of STAFF's offer by the principal; however, STAFF reserves the right to demand payment by the principal in the form of an advance and/or any other kind of guarantee to be determined by STAFF, before commencing the works, sales, deliveries and/or services.
4.a) The prices and conditions indicated by STAFF are only valid if accepted by the principal within 30 calendar days from the date of the offer. STAFF reserves the right to modify the prices if a change in price is made by STAFF's suppliers or any other objective circumstances may give rise to such a change. In that case, the new price as stated on the invoice will apply.
b) STAFF's offers only include those performances and deliveries that are explicitly mentioned in them, assuming that no other difficulties or problems will arise, other than those communicated to STAFF at the start. Additional wishes of the principal, unforeseen circumstances, additional difficulties, additional works, in conclusion all that is not explicitly mentioned in STAFF's specifications and offers, are not included in STAFF's price. All changes to the order, in any form , can be the cause of an increase in price or an extension of delivery dates and execution times.
5. STAFF's offers with regard to the principal are only valid in their entirety and are indivisible. For a partial order, the unit prices will be revised.
6. Every agreement with, and every order, every offer and/or acceptance by the principal irrevocably binds the parties:
a) In case of cancellation by the principal for any reason whatsoever, STAFF is entitled to claim compensation from the principal of which the minimum is fixed at 20% of the price (VAT excluded), to prove the more advanced by us. This compensation is the quid pro quo for the ability of the client to exercise the possibility to dispose of the obligation with respect to us by payment of a compensation which is experienced to be completely reasonable.
b) In case of cancellation by STAFF for whatever reason, but except in the cases of articles 7 and 13 of these general conditions, the client has the right with respect to STAFF to prove the more advanced by STAFF, of which the minimum is fixed at 20% of the price (VAT excluded). This compensation is the quid pro quo for the ability of STAFF to exercise the possibility to dispose of the obligation towards the client by payment of a compensation which is experienced to be entirely reasonable.
7. STAFF may, with regard to the principal, by operation of law and without prior notice of default, consider the agreement to be dissolved in case of bankruptcy, apparent insolvency or any change in the legal situation of the principal. In that case, STAFF will not owe the principal any compensation for damages. Article 6.a) of these conditions will in that case automatically apply.
8. The delivery dates and execution terms given by STAFF are expressed in working days, are only given for indicative purposes and can never be considered binding by the STAFF client. Under no circumstances can lateness, if not unreasonable, give rise to compensation for damages at STAFF's expense or dissolution of the agreement by the principal.
Only in case of really unreasonable delay in delivery or execution by STAFF and provided that this really unreasonable delay is solely attributable to STAFF,
- STAFF owes the principal damages by operation of law and without notice of default with respect to the client. This compensation amounts to 10% of the total price excluding VAT of the order of the client;
- is, unless an arrangement of payment with advance payments has been agreed upon with the principal, entitled to suspend the execution of his obligation to pay, be it if only the works, sales, deliveries and services that have actually been delivered or executed by STAFF unreasonably late.
9.a) In case of the mere sale by STAFF of goods to the principal, the goods are deemed to have been received in STAFF's warehouses and accepted by the principal. They travel exclusively at the risk of the principal, even in case of carriage paid shipment. The storage of the goods also takes place, pending delivery or collection, at the risk of the principal. If the latter has not collected the goods after the expiry of a period of 15 calendar days counting from the conclusion of the purchase agreement, STAFF is not only entitled to invoice without delivery, but STAFF will owe a fixed compensation of 25 Euros per day that the goods have been stored.
b) In case of installation at the principal's premises of goods purchased from STAFF, the goods are deemed to have been received and accepted by the principal upon arrival at the registered office/home.
c) The fact that pursuant to article 9 of these general terms and conditions all risks for the principal shall not affect (the application of) the retention of title in article 25 of these general terms and conditions of invoice.
10. Unless explicitly stated otherwise, with regard to the principal, all STAFF's prices are mentioned in catalogues, price lists, offers, agreements, ... expressed in Euros and excl. VAT.
11. The price will be increased with all taxes and duties levied or to be levied by any government, as they apply on the day of delivery and/or execution of the work and/or sale. Any changes in the valuation regime after the agreement has been concluded will be charged in accordance with the relevant legislation.
12. Discounts shall be deemed to have been granted once each time. Previously granted discounts do not bind STAFF in any way for a later agreement.
13.Force majeure: any event that constitutes an insurmountable obstacle to the normal execution of our obligations or that forces us to stop work temporarily or permanently is considered as a case of force majeure. The temporary interruption of the work due to force majeure entails, by operation of law and without compensation, an extension of the execution period originally determined, for a period equal to the duration of the interruption, increased by the period of time normally necessary to restart the work on the construction site. The same rule applies in the event of a strike and lock-out.
14. All complaints on the part of the client regarding the executed works and deliveries, with the exception of hidden defects, are only valid if they are reported to STAFF in writing by the client and by registered letter within eight calendar days after delivery of the goods and/or execution of the works, with a clear description of the defects, all this under penalty of forfeiture.
15.STAFF is not responsible for hidden defects in the sold / delivered goods, nor is STAFF responsible for visible defects in the sold / delivered goods. In the impossible event that these exclusions from liability for visible defects and from liability for hidden defects should be null and void, STAFF's indemnification obligations with regard to defects in the delivered goods do not extend beyond those of STAFF's suppliers, and are moreover subject to the same restrictions as those provided by these suppliers in their general conditions. STAFF's liability can then never extend beyond the mere replacement, without STAFF being able to claim additional compensation. STAFF can then always demand the return of faulty goods, as STAFF reserves the right to replace these or to repair them at its own expense. STAFF's liability lapses if the materials or works delivered by STAFF are exposed to abnormal or extraordinary use, load and wear and tear; if the principal or any third party other than an employee of STAFF's company carries out repairs or modifications; in case of misuse or incorrect handling of the materials or in case of frost or moisture damage.
16. The transfer of risks referred to in articles 1788 and 1789 of the Civil Code take place as such and when the execution of the works and/or the delivery of the goods progresses.
17. Under no circumstances will STAFF be liable to pay compensation to the client for financial and commercial losses, increase in general expenses, disruption of planning, loss of hoped-for profits and loss of potential clients on account of the client.
18. All complaints on the part of the client regarding an invoice must be made by registered and motivated letter to STAFF within eight calendar days after the invoice date, under penalty of forfeiture, without forgetting to mention the number or the date of the invoice. 19. The unconditional payment by the client of a part of an invoiced amount is considered as acceptance of the complete invoice on behalf of the client.
20. The client cannot withhold payments or parts of payments from us by way of guarantee. 21. All invoices are payable at the registered office of STAFF, net without discount, at the latest on the due date as stated on the invoices or, in the absence thereof, within 30 calendar days after the invoice date.
22. In case of any late or overdue payment by the client, for whatever reason, the client will owe STAFF, by operation of law and without a notice of default being required, an interest for delay on the outstanding balance equal to the legal interest rate plus 2 percent per annum up to and including the date of full payment.
23. In addition, even in case of granting STAFF terms of grace, in case of total or partial non-payment of the debt by the principal on the due date, after unsuccessful notice of default by STAFF, the balance owed by the principal will be increased, by way of conventional indemnity clause, by
- on the one hand, as a lump sum compensation for extrajudicial administration and internal recovery costs as a result of late payment on the part of the client, 12% of the invoice amount with a minimum of 125 euros;
- on the other hand, a compensation to be budgeted for as extrajudicial costs for collection by a collection agency and/or a law firm as a result of late payment on the part of the client.
24. In case of late payment of the amounts owed by the client, STAFF reserves the right with respect to the client to either suspend its further activities for the whole or for the part still to be executed until full payment of the outstanding amounts, or to consider the agreement as dissolved by operation of law, more damages as stipulated under article 6.a) of these terms and conditions. In that case, all outstanding invoices shall also become immediately due and payable.
25. As long as STAFF has not been paid in full by the principal, the goods delivered by STAFF will remain its exclusive property, i.e. deferred transfer of ownership, also with regard to third parties and certainly in the case of bankruptcy of the principal, which will only be lifted by payment of all that STAFF is entitled to.
26. The amounts that the principal owes STAFF can, unless STAFF has agreed in writing, in no way be compensated with any amounts that the principal may claim from STAFF. Nor can such claims of the principal be invoked by him to postpone or suspend his obligations of payment towards STAFF.
27. If STAFF allows the principal to pay the amount due by STAFF in instalments, the outstanding balance will become due and payable by operation of law and without notice of default at the expense of the principal, increased with interest and compensation clause, in case of failure to pay one of the instalments or to pay it on time.
28. The acceptance by STAFF of a bill of exchange does not result in a renewal of debt, so that the present general conditions remain fully applicable. All collection and protest costs of an accepted or non-accepted bill of exchange are at the expense of the client.
29. The principal acknowledges to have taken note of these general conditions in all its written and printed stipulations.
30. Any invalidity of a clause or part of a clause shall leave the other clauses/parts in full force and effect.
31. In the event of any dispute relating to the offer, agreement and/or these general terms and conditions,
- only the court of the district in which our company's registered office is located has jurisdiction to settle any disputes.
- Only Belgian substantive and procedural law shall apply.