These general conditions of sale and business are binding. Deviation from these terms and conditions is possible only with the written agreement of Verleye BV. These conditions take precedence over any other conditions. Each condition is truly willed by the parties and does not constitute an (apparent) imbalance between the rights and obligations of the parties . The Dutch text of these terms and conditions prevails over any translations thereof. Commitments of the Verleye BV must be made by the legal representatives of the BV. Employees and representatives may not bind it in any way towards third parties. The issuance of an invoice by Verleye BV constitutes proof of its commitments. Any offer made by Verleye BV is informative and binds it only insofar as this offer has been accepted within the term and in the manner stipulated therein.
The transportation of the goods sold is at the sole risk of the buyer, even if the shipment is free of charge. Transportation costs shall be borne by the buyer unless otherwise agreed. Verleye BV will only be liable for direct and material damages, excluding lost profits and/or immaterial damages. Verleye BV’s entire liability shall in any event be limited to the amount of damages covered by and effectively recovered under the professional liability insurance policy subscribed to by Verleye BV and as in force at the time. Verleye BV shall not be liable for damages that may arise as a result of: infringement of any intellectual property rights, or industrial exclusive use rights of third parties, licenses or other rights of third parties. Verleye BV shall not be liable for any acts or omissions of third parties it engages in the performance of its work in the name of and on behalf of the client. The transfer of ownership takes place only after full payment of the invoice. In case of non-payment of the invoice within the predetermined period, BV Verleye reserves the right to take back the delivered goods.
Article 1. Definitions In these general terms and conditions, the following definitions shall apply: __(company name): the user of the general terms and conditions; Client: the party placing the order; Agreement: the arrangements made between Client and __(company name) regarding the performance by __(company name) of work for Client.
Article 2. Applicability and validity 2.1 These General Terms and Conditions apply to all legal relationships between __(company name) and Client concerning work commissioned or to be commissioned by Client to __(company name), including an offer to perform work made by __(company name) to Client.
2.2 Any assignment or other terms and conditions of the Client shall not apply unless other agreements have been made between the parties and recorded in writing.
Article 3. The establishment of agreements 3.1 The agreement with __(company name) is concluded at the moment that the offer or order confirmation signed by the Client is received back by __(company name) or at the moment that the Client expresses its acceptance in another way, but only in writing.
Article 4. General obligations of __(company name) 4.1 __(company name) shall perform its services to the best of its knowledge and ability and assist Client independently in a position of trust.
4.2 __(company name) shall keep Client periodically informed of the execution of the order and its progress. Furthermore, __(company name) shall inform Client of any changes regarding the financial aspects of the assignment and any agreements that __(company name) has entered into with third parties for the fulfillment of the assignment.
4.3 __(company name) keeps a file of the assignment. If and to the extent requested by Client, __(company name) shall return to Client the documents received from Client for the performance of the work.
Article 5. Obligations of client 5.1 The Client shall inform __(company name) of all information relevant to the execution of the order and shall be obliged to make available to __(company name) any documents which __(company name) considers necessary for the correct execution of the order in a timely manner in the desired form and in the desired manner.
5.2 The Client guarantees the accuracy, completeness and reliability of the data and documents made available to __(company name), even if they originate from third parties, unless the nature of the agreement dictates otherwise.
Article 6. Secrecy 6.1 __(company name) and Client shall not be entitled to use the information made available to them by the other party for any purpose other than that for which it was obtained.
6.2 Unless prior written permission has been granted by __(company name), the Client shall not disclose the contents of all communications, written or otherwise, of __(company name), which have not been prepared or made with the intention of providing third parties with the information contained therein. Client shall also ensure that third parties cannot take cognizance of such said content.
6.3 __(company name) and Client shall impose their obligations under this Article on third parties engaged by them.
Article 7. Intellectual Property 7.1 __(company name) reserves all rights with respect to products of the mind which it uses or has used as part of the performance of the Client’s assignment, to the extent they arise from the law.
7.2 The Client is expressly prohibited from duplicating, publishing or exploiting the products described in Article 7.1, all in the broadest sense of the word, with or without the involvement of third parties.
Article 8. Financial Provisions 8.1 The agreement shall specify the fee of __(company name) involved in the assignment.
8.2 The fee of __(company name), if necessary increased by advances and declarations of third parties engaged, will be charged ___(per month, per quarter, per year or after completion of the work) to the Client, unless the Client and __(company name) have made other arrangements in this respect. Sales tax will be charged on all amounts owed by Client and __(company name).
8.3 __(company name) reserves the right, in the case of a subscription-based agreement entered into with the Client, to increase the fee annually by the index figure applicable for that year. Also, __(company name) reserves the right to adjust its fees based on developments in the market, rising costs or otherwise. In the cases applicable in the previous sentence, __(company name) undertakes to inform Client in advance, no later than 1 month before said changes take effect.
8.4 Client shall pay the costs on a statement of expenses from __(company name). Payment must be made, without deduction, discount or set-off, within 21 days of the invoice date.
8.5 If the Client fails to make the payment due within the agreed period and the delay is not due to a circumstance attributable to __(company name), the Client shall be in default without further notice of default and __(company name) shall be entitled to compensation of interest at the statutory rate from the day on which the payment period expired.
8.6 All judicial and extrajudicial (collection) costs reasonably incurred by __(company name) to obtain payment of its invoice shall be borne by Client.
8.7 If, in the opinion of __(company name), the financial position or the payment record of the Client gives cause to do so, __(company name) is entitled to require the Client to make advance payment or provide (additional) security in a form to be determined by __(company name) without delay. If Client fails to pay in advance or provide the required security, __(company name) is entitled, without prejudice to its other rights, to immediately suspend the further performance of the agreement and all that Client owes to __(company name) on any account will be immediately due and payable.
8.8 If the Client cancels the order after it has been awarded, 30% of the quoted amount will be charged. If the work of __(company name) has already started at the time of cancellation by Client, the costs already incurred will be charged and increased by 30% of the remaining quotation amount.
Article 9. Advertisement 9.1 Complaints concerning the work performed and/or the invoice amount must be made known to __(company name) in writing within thirty days of the date of dispatch of the documents or information about which the Client is complaining, or within thirty days of the discovery of the defect, if the Client proves that it could not have discovered the defect earlier.
9.2 Complaints as referred to in the first paragraph do not suspend the Client’s payment obligation.
9.3 In the event of a justified complaint, __(company name) has the choice between adjusting the fee charged, correcting or redoing the rejected work free of charge, or not (or no longer) carrying out the assignment in whole or in part against a refund in proportion to the fee already paid by the Client.
Article 10. Delivery time 10.1 __(company name) performs the assignment in accordance with the agreed schedule. Unless otherwise expressly agreed by the parties or if it arises from the nature of the assignment, the deadlines in the agreed schedule shall not be deadlines.
Article 11. Liability 11.1 __(company name) shall be liable to Client:
11.2 If the Client proves that he has suffered damage due to an attributable shortcoming of __(company name), __(company name) shall only be liable for such damage up to a maximum of the amount of the fee for the relevant assignment over the last calendar year, or in case of a one-time assignment, up to a maximum of the amount of the fee for the relevant assignment, unless there is intent or equivalent gross negligence on the part of __(company name).
11.3 The Client shall indemnify __(company name) against claims of third parties for damages caused by the fact that the Client provided __(company name) with incorrect or incomplete information, unless the Client proves that the damages are not related to culpable acts or omissions on its part or were caused by intent or gross negligence on the part of __(company name).
Article 12: Termination 12.1 Each of the parties is entitled to terminate the agreement by giving 1 month’s notice, unless the parties have agreed otherwise. Termination must be in writing.
12.2 If the agreement is terminated prematurely by client, __(company name) is entitled to compensation for the resulting and plausible occupancy loss, unless facts and circumstances underlying the termination are attributable to __(company name). Furthermore, the client shall then be bound to pay the invoices for work performed up to that time.
12.3 If the agreement is terminated prematurely by __(company name), __(company name) will, in consultation with client, arrange for the transfer of work still to be performed to third parties, unless facts and circumstances underlying the termination are attributable to client.
12.4 If the transfer of the work involves additional costs for __(company name), the client shall be obliged to pay these to __(company name) with due observance of what is stated in article 8 of these general conditions.
Article 13. Due date 13.1 To the extent not otherwise provided in these General Terms and Conditions, rights of action and other powers of Client for whatever reason against __(company name), in connection with the performance of work by __(company name), shall in any event expire after one year from the time Client became aware or could reasonably have become aware of the existence of these rights and powers.
Article 14. Modification of general terms and conditions 14.1 __(company name) is authorized to amend these Terms and Conditions. The General Terms and Conditions amended by __(company name) shall apply to the Client as of thirty days after the Client is notified in writing of the amendment, unless the Client gives written notice to __(company name) within that period to object to the amendment. In the latter case, the unchanged General Terms and Conditions shall continue to apply between the parties until the assignment is completed or the agreement is terminated. Client is authorized to terminate the agreement within the thirty-day period by the time the amended general conditions would become applicable pursuant to the provisions of that article.
15.1 All disputes relating to an agreement or the performance of an agreement between __(company name) and Client, which cannot be resolved by mutual agreement between the parties, will be submitted to the competent court in the jurisdiction in which __(company name) is located. __(company name) shall have the right, notwithstanding the foregoing, to submit a dispute to the competent court in the area in which Client is located.
15.2 The agreement between __(company name) and Client is exclusively governed by Dutch law.
Article 15. Disputes and applicable law
Everdongenlaan 23c – 2300 Turnhout – Belgium
T. +32 (0)14 43 90 73 – info@verleye.be – BE0825013605
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Everdongenlaan 23c – 2300 Turnhout – Belgium
T. +32 (0)14 43 90 73 – info@verleye.be – BE0825013605