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Unless indicated otherwise, all prices are in euro and exclude VAT. Unless explicitly stated otherwise in writing, all prices exclude transport costs (as applicable) as well as insurance, packaging, installation and assembly costs. Any special additional costs in relation with the import and/or clearance of goods to be delivered by the Seller to the Client and any other government levies are excluded from the price and shall be borne by the Client.

The amounts presented by the Seller in the (order) confirmation are based on the prices, exchange rates, wages, taxes and other price-related factors that applied at the time of the (order) confirmation. If any of said price-related factors should change after the (order) confirmation has been issued, the Seller is entitled to adjust the agreed price accordingly. The Seller will inform the Client thereof without delay. If, pursuant to the present article, a price increase is implemented and such increase exceeds 10% of the total agreed amount, the Client is entitled to terminate the agreement in writing within eight calendar days after it is or could have been aware of said price increase.

Unless agreed otherwise all invoices issued by the Seller shall be payable to its registered office within ten (10) calendar days following the invoice date. Under no circumstances shall the Client be entitled to offset any amounts due by the Seller against any sum charged by the Seller. Likewise, early payment shall not give rise to any discount.

The Seller shall have the right, at all times, either to deliver and invoice the complete delivery or to invoice goods delivered in instalments per separate delivery. The Seller shall be entitled to invoice at any time, including by way of advance invoices. Unless otherwise agreed in writing between the parties, the Seller shall invoice as follows: 50% at the time the contract is concluded (in particular when the order is accepted) and 50% before delivery of the goods. If advance payment is refused, the Seller is entitled to cancel the Agreement, in which case the Client shall be liable for any damage resulting therefrom.

Invoices that have not been contested by registered mail within eight (8) calendar days following their transmission shall be deemed to have been accepted unreservedly.

Payment shall be made by transfer into the account number indicated on the invoice under mention of the reference number.

The Seller is entitled to suspend the delivery of any goods held by it for the Client in relation to the performance of the agreed works until all payments owed by the Client to the Seller have been made in full. In the event of non-payment on the due date (see article 4.1) all amounts owed by the Client become due and payable, regardless of any payment conditions agreed earlier. In the event of late payment, even partial payment, the Client shall automatically and without the need for a letter of formal notice owe interest on the outstanding invoice amount in accordance with the Law of 2 August 2002 on combating late payment in commercial transactions, as from the due date of the invoice. The interest is calculated from day to day.

In the event of late payment, the Client shall also owe a fixed compensation of 10% of the outstanding invoice amount, with a minimum of €250.00, to cover, among other things, the recovery costs incurred by the Seller.

Late payment, incomplete payment or non-payment of any single invoice due shall render any other invoice that is not yet due for payment, immediately due and payable.

The Client’s failure to duly and/or punctually perform any of its obligations under this agreement shall entitle the Seller, without any obligation to pay compensation and without prejudice to any other rights it may have, to terminate the agreement in part or in full by means of written notification to the Client and/or to demand immediate payment in full of any outstanding amounts and/or to invoke its retention right.

The Seller is entitled to dissolve the agreement with immediate effect, without any obligation to pay compensation and without prejudice to any rights it may have, in the event that the Client applies for a moratorium or bankruptcy or has such application filed against it, as well as in the event that its assets are being seized in part or in full. In that case any and all invoiced amounts shall become due and payable immediately.

In the event of dissolution the Client shall also, by operation of law and without prior letter of formal notice, owe fixed damages amounting to 50% of the invoiced amount with a minimum of €75.00 and without prejudice to the Seller’s right to prove any actual higher damage incurred.

Except in the case of mandatory statutory provisions or provisions relating to public order or intent, the Seller shall not be liable for
any breach resulting from force majeure. The Seller’s obligations shall be suspended during the entire period of force majeure. If the period of force majeure and hence the Seller’s non-compliance continues for more than three months, both parties shall be entitled to terminate the agreement without judicial intervention and without any obligation to pay any damages.

The term ‘force majeure’ as referred to in this article shall in any case be understood to mean unforeseen circumstances, also of an economic nature, arising through no fault or action of the Seller or its suppliers or subcontractors, including, but not limited to, natural disasters, wars, hostilities, attacks, whether in Belgium or in any other country where any branches of the Seller or its subcontractors are established, illness, technical failure of machines or systems, lack of personnel, fire or flood, epidemic, pandemic, government order, serious business interruptions, cyber attacks, forced cuts in production, strikes and lockouts, both at the Seller’s premises and at its suppliers, delays in transport or delayed or incorrect delivery of goods or materials, such as energy, raw materials or parts, by third parties including the Seller’s suppliers.

If the Seller has already partially fulfilled its obligations when force majeure occurs, or can only partially fulfil its obligations, it shall be entitled to invoice the part already delivered or the part deliverable separately and the Client shall be obliged to pay this invoice as if it were a separate agreement.

If the Client wishes to cancel an order, it must submit a written request to the Seller no later than thirty (30) days prior to the cancellation. The Seller may refuse the request for cancellation. Where applicable, the Client is obliged to accept the order and pay the price. If the Seller agrees in writing to the cancellation request, the Seller shall be entitled to compensation estimated at a minimum of 30% of the price (without deduction of any advance payments already made), without prejudice to the Seller’s right to prove any higher damage or to demand performance of the contract. From the date of the letter of formal notice until the payment of the damage, interest on arrears shall be due on the amount of the damages at a rate of 10%.

Any advances paid shall in any event remain vested in the Seller and shall not be refunded.

Delivery shall occur according to the applicable ICC INCOTERM (2020) ‘Ex works’. If the Client refuses to take receipt of the order at the agreed moment, makes such receipt impossible or unreasonably difficult or fails to provide information or instructions required for the delivery, the Seller is entitled to store the goods at the Client’s risk and expense, without prejudice to the Seller’s right to dissolve the agreement.

Goods shall be deemed to have been delivered from the moment the Seller has informed the Client that the goods – whether or not to be assembled in full or in part – are ready for collection from the Seller or a third party or for shipment at the order of the Client. From the moment of delivery, all risks associated with the delivered goods transfer to the Client.

If, notwithstanding Article 8.1, it is expressly agreed that the Seller shall arrange the transport of the goods, both the costs and the risk of loss or damage during transport shall be borne by the Client, unless explicitly stipulated otherwise. In that case, the Client is also responsible for unloading the goods, unless stated otherwise in writing.

If the parties agree that the Seller is responsible for unloading the goods or loading, then the Client will ensure that the place of delivery is easily accessible and that the necessary people are present during delivery to provide any information required or useful for the Seller to unload the goods. In any case, the Seller can be held only to deliver goods at ground level. Failure to meet this obligation entitles the Seller to refuse making the delivery. In such cases, the Seller will be entitled to compensation for all costs incurred, including shipping costs and labour, irrespective of Article 7.1.

In its offers, quotes, agreements or otherwise, the Seller shall provide delivery terms to the best of its ability and such terms will be adhered to as much as possible, taking into account the availability of the goods and/or services involved. The Client acknowledges that, unless explicitly agreed otherwise, the indicated delivery term for goods and/or services is purely indicative. Non-compliance on the part of the Seller with the indicative term shall under no circumstances give rise to the dissolution of the agreement or any right to damages. Partial deliveries shall be allowed at all times. The Client’s delay in payment of agreed advance payments to the sales price may result in corresponding delay of the delivery.

If the term or location of delivery or the circumstances for delivery change at the request of the Client, or if the Client provides incorrect information to that effect, the Seller shall, as the case may be, be entitled to payment of the corresponding additional costs and fees.

If the Seller (or the Seller’s supplier) provides a guarantee to the Client with regard to the work or goods delivered or to be delivered by it, it shall explicitly inform the Client of this in writing. In the absence of such explicit written notification the Client cannot invoke any guarantee, however without prejudice to its statutory rights resulting from mandatory statutory provisions.

In case of a valid guarantee claim by the Client, the Seller is entitled at its discretion to either repair or exchange the delivered goods, unless this has become demonstrably futile for the Client in the meantime. If the Seller notifies the Client that it will proceed to repair the goods, the Client shall, at its own cost and risk, put the delivered goods at the disposal of the Seller.

All guarantee obligations of the Seller shall cease to apply if the defects or imperfections in the supplied goods as put forward by the Client are the result of (i) any incorrect, careless or incompetent use (including dropping or hitting the product) or management of the goods by the Client, their representatives or third parties; (ii) a modification of the delivered goods to which the Seller did not agree by the Client, their representatives or third parties; or (iii) any external causes such as, but not limited to substances such as acid, fire or water damage.

The Seller undertakes to perform the contract to the best of its ability.

The Seller cannot be held liable for the consequences of the use and any consequences incurred by the user, a third party or their goods from the delivered, installed and/or shipped products. The sale is and remains made on the order and at the risk of the Client, who is liable for any accidents, infringements, correct storage, etc. The Client shall also be liable for and shall, as the case may be, indemnify the Seller against any damage (including fire) caused by the products.

The Seller does not guarantee the quality of its products in the event of abnormal or incorrect use, maintenance not carried out or carried out incorrectly, oxidation, dropping or hitting, modification of the goods, poor storage conditions, (dis)assembly or repair by the Client.

Except in cases of fraud or intentional error, the Seller is not responsible for incidental or consequential damage (including: injuries, damage to property, financial loss, loss of profit, staff costs, damage to third parties, loss of revenue). In this respect the Client waives any right of recourse vis-à-vis the Seller and/or its representatives. In the event of fraud or wilful misconduct on the part of the Seller, its maximum liability for incidental or consequential damage shall never exceed the purchase price of the product.

Under no circumstances shall the Seller be held liable for changes in appearance or texture due to the intrinsic characteristics of the natural stone.

The Client is obliged to inspect the products or have them inspected immediately upon delivery. This is understood to mean that the Buyer must thoroughly and accurately check (or have checked) whether the products comply with the agreement in all respects, in particular whether the correct products have been delivered, the quantity of the products is correct (quantity, number, weight), the (non-) conformity or the condition of the goods delivered. Under penalty of forfeiture, complaints about this must be reported to the Seller in writing immediately after this inspection, accurately stating the nature of the shortcoming.

Complaints regarding hidden defects (also those covered by the guarantee of the manufacturer or supplier, which guarantee was negotiated directly with the Client), which manifest themselves within six months after the delivery of the goods, must be reported to the Seller by means of a motivated registered letter at the latest eight (8) calendar days after discovery of the defect or after the defect should reasonably have been discovered. Any complaint after this period is in any case inadmissible. The use or possible resale of the goods shall cancel any liability the Seller may have. No complaints or disputes of any kind shall ever entitle the Client to suspend performance of its obligations towards the Seller or cancel the complete order or delivery. In the event of a valid complaint, the Seller’s maximum liability shall never exceed the price of the product.

All the goods delivered or to be delivered by the Seller shall remain the Seller’s property under all circumstances as long as the Client has not settled any claim brought by the Seller, such as, in any case, a claim to pay the price of the goods.

The Client has an obligation to store the goods delivered under retention of title with care as well as recognisable as property of the Seller.

So long as title has not transferred to it, the Client is not allowed to pledge to third parties, encumber otherwise or transfer in whole or in part the goods delivered under retention of title, except insofar as such transfer occurs in connection with Client’s regular operational activities.

Whenever circumstances so require, for instance when the Client is declared bankrupt or when a third party intends to seize or has seized the goods, the Client will inform such third parties (e.g. a receiver or creditors) by registered letter of the Seller’s right of ownership to the goods. The Client shall inform the Seller of any such instance by registered letter without delay.

If the Client fails to meet its payment obligations to the Seller or if the Seller has valid reason to fear that the Client will fail to meet such obligations, the Seller shall be entitled to take back the goods delivered under retention of title. The Client shall ensure that – if necessary on behalf of a third party (buyer) or custodian – at its first request, the Seller will be told where the goods are located and that at the Seller’s request the goods will be returned to the Seller at the Client’s cost and risk. Insofar as necessary, the Seller is hereby granted an irrevocable mandate to repossess the goods as well as a mandate to enter the necessary premises to that effect. After repossession, the Client will receive the market value of the goods as compensation, which will never exceed the original price agreed between the Client and the Seller and subject to deduction of any costs incurred by the Seller in connection with the repossession.

All the agreements entered into with the Seller and any disputes associated therewith shall be governed exclusively by Belgian law under exclusion of the Vienna Convention.

Any disputes arising from the agreement or from these Standard Terms, which form an integral part thereof, shall be decided exclusively by the competent courts of the judicial district of Antwerp, section Hasselt.