In these General Terms and Conditions, the two Parties are also referred to as ‘Kreavet’, the publisher of these Terms and Conditions, and “Customer”, the customer of Kreavet or the end user of goods or services provided by Kreavet.
1.1. These General Terms and Conditions contain and govern the entire Agreement between the Customer and Kreavet, and are also fully applicable to any offer, quotation or invoice issued by Kreavet.
1.2. These Terms and Conditions exclude any guarantees given by the Customer and supersede all contrary terms and conditions of the Customer. Any agreements or understandings deviating from these General Terms and Conditions shall only be enforceable against Kreavet if these deviations have been accepted by Kreavet expressly and in writing.
1.3. These Terms and Conditions are deemed to be irrevocably accepted upon acceptance by the Customer of the purchase order, offer or agreement. The Customer is presumed to be familiar with these Terms and Conditions and to accept them expressly.
2.1. All offers issued by Kreavet are merely indicative, unless expressly stated otherwise.
2.2. The Customer acknowledges that any offer is based on the data provided by the Customer. Kreavet shall, therefore, be bound by the information contained in the offer only to the extent that the information is up-to-date and correct. The Customer is thus solely responsible for the accuracy of all data provided to Kreavet and should immediately notify Kreavet of any changes. The Customer also undertakes to provide Kreavet with all relevant information to allow Kreavet to fulfil its obligations to the Customer. The Customer shall indemnify Kreavet against any damages arising from reliance by Kreavet on the data erroneously provided by the Customer.
2.3. Offers by Kreavet are valid only for the period specified therein and, in the absence of any specified period, for a maximum of 30 calendar days.
2.4. Kreavet is only bound to carry out an order after an express and written order/assignment from the Customer and an express and written acceptance of this order/assignment by Kreavet itself.
2.5. Without prejudice to the provisions of Article 2.4., orders for which Kreavet requires prepayment shall be binding on Kreavet only after receiving prepayment.
2.6. Extension of orders/additional work with respect to the initial agreement shall only be carried out based on written order and acceptance of that order by Kreavet. A new offer shall be made for this purpose.
2.7. The prices of the goods or services are expressed in euros, exclusive of VAT or any other charges. All taxes of any kind, including, but not limited to, VAT or customs duties, shall be borne by the Customer.
3.1. The specified terms are provided for indicative purposes only and are not binding. A late delivery (i.e. a delivery beyond the period specified by Kreavet) can never give rise to a claim for damages or breach of the agreement.
4.1. The Customer acknowledges his obligation to verify at the time of delivery whether the delivered corresponds to what has been agreed. Any complaint or objection about visible defects (delivery, condition, operation, conformity of goods, services, etc.), must, on penalty of forfeiture, be notified to Kreavet within 4 calendar days following the delivery by registered mail and in a substantiated manner. In the absence of such timely notice, the Customer shall be deemed to have accepted the entries on the invoice and their specifications.
4.2. Complaints about hidden defects may only be submitted by registered letter within 8 calendar days following their discovery.
4.3. The Parties agree that the submission of a complaint or the occurrence of a dispute of any kind does not in any way suspend the Customer’s payment obligation.
4.4. Failure to submit an objection to the invoice by registered letter and in a substantiated manner within 10 calendar days from the date of dispatch shall constitute irrevocable acceptance of the invoice and the invoice terms, as well as all the goods and services included therein.
5.1. All goods, materials and supplies, as well as the performed work itself, shall remain the property of Kreavet until full payment of the invoices increased, where applicable, by interest and compensation.
6.1. On the part of Kreavet, there is always an obligation to use reasonable efforts and no obligation to achieve results.
6.2. The Customer is responsible for the accuracy of all data provided to Kreavet. Kreavet cannot be held liable for damage arising from the data provided by the Customer.
6.3. Kreavet can only be held liable for damage resulting from its intent or gross negligence.
6.4. The liability of Kreavet, to the extent covered by its liability insurance, shall be limited to the amount paid by the insurer. If the liability is not covered by its liability insurance, Kreavet cannot in any case be held liable for higher compensation than the invoice amount of the delivered goods/services that resulted in liability.
6.5. Any liability due to indirect or consequential damages is expressly excluded.
6.6. All claims of the Customer against Kreavet, on whatever grounds, shall in any case be subject to a limitation period of 6 months from the delivery of the goods or work/services. This term cannot be suspended and can only be interrupted by a court action.
6.7. Kreavet cannot in any way be held liable for shortcomings due to force majeure. 'Force Majeure' means any event that makes further performance of Kreavet’s contractual obligations more difficult.
7.1. Unless otherwise agreed, each invoice is payable immediately upon receipt – without compensation, deduction, or discount.
7.2. In the event of failure to pay one invoice by the due date, all other outstanding invoices shall be immediately payable, even before their due date, and Kreavet shall have the right to suspend all deliveries and work still to be performed and refuse new orders until the payment of all amounts due has been made and/or to terminate the agreement unilaterally, without prejudice to its right to compensation.
7.3. In addition, the amount due shall, by operation of law and without notice of default, be increased by a late-payment interest of 12% per year on the principal (calculated from the due date to the date of full payment) as well as a penalty payment of 10% on the outstanding amounts with a minimum of 250 euros, regardless of all costs associated with the collection of the invoice amount that shall be borne in full by the Customer.
7.4. The Customer is forbidden to keep the amounts owed to Kreavet to set off debts.
7.5. In the event that the Customer is at risk of insolvency, invokes the Continuity of Enterprises Act, is placed under administration, in liquidation or declared bankrupt, Kreavet shall at any time have the right not to carry out the order or assignment, even if it was previously accepted, or to terminate orders already started definitively and without compensation and to take back the materials already delivered for this purpose. In the above-mentioned cases, Kreavet will also be able to demand a guarantee deposit for the execution of the order equivalent to the invoice value.
7.6. During the completion of the order or assignment, Kreavet always has the right to issue interim invoices for the services or goods already delivered, even without prior or explicit agreement.
8.1. If the Customer terminates or cancels the agreement in whole or in part, the Customer is obliged to compensate Kreavet for all costs incurred for the performance of the agreement and pay for the goods ordered for this order, increased by the flat-rate contractual penalty of 30% of the total price agreed between the Parties.
8.2. If the Customer refuses to take receipt of the ordered goods and/or services, this shall, following a reminder, be deemed to be a breach of the agreement and the full contract amount shall be payable.
9.1. All offers, models, drafts, plans, photos, drawings, samples, etc. provided by Kreavet are and remain the sole property of Kreavet. The provision of such items does not in any way entail the transfer of intellectual or industrial property rights associated with the provided items.
9.2. Furthermore, the Customer undertakes not to produce goods that are identical or (functionally/design-wise) similar to the goods supplied by Kreavet for up to 5 years after the last delivery by Kreavet. The Customer also undertakes to impose this obligation on his employees or those persons who work on his behalf. During the same period of time, the Customer shall refrain from providing the goods supplied by Kreavet or information about these goods to third parties for the purpose of or for facilitating the production of identical or (functionally/design-wise) similar goods by these or other third parties. If the Customer breaches the above obligations, a flat-rate contractual penalty of 50,000 euros shall be immediately payable to Kreavet by operation of law, without prejudice to the possibility of evaluating and claiming the actual damage suffered.
10.1. All disputes that may arise between the Customer and Kreavet shall be governed by Belgian law and submitted exclusively to the courts of the district of East Flanders, department of Dendermonde.
11.1. The nullity, impracticability or unenforceability of one or more provisions of these General Terms and Conditions shall not affect the validity, practicability or enforceability of the other provisions. In the event of annulment of a clause, the Parties shall negotiate a valid replacement clause that corresponds as closely as possible to the intended effect of the invalid clause.
11.2. The rights and obligations arising from the Agreement shall not be transferred, in part or in whole, to third parties, unless with the prior written permission of Kreavet. The failure on the part of Kreavet or the Customer to exercise their rights at any time does not in any way imply the waiver of those rights.View disclaimer in dutch