These General Terms and Conditions apply to all agreements, quotations, offers, orders, invoices, and credit notes applicable between FE+ BV, registered in the Crossroads Bank for Enterprises under enterprise number 0881.272.912 and with its registered office located at Industriezone ENA 23 Zone 3 / 3615, Hagelberg 15, 2250 Olen, Belgium (hereinafter referred to as “FE+”) or its affiliated companies within the meaning of Art. 1:20 of the Companies and Associations Code, and any natural or legal person (whether or not governed by public law) (hereinafter referred to as the “Customer”), unless and insofar as expressly deviated from in writing. They form an integral part of the agreement between the parties. By accepting a quotation or placing an order with FE+, the Customer acknowledges and confirms prior knowledge and acceptance of these General Terms and Conditions and waives the applicability of their own general terms and conditions, however named. FE+ reserves the right to amend its General Terms and Conditions, subject to prior notice to the Customer.
2.1. All offers and quotations made by FE+, in whatever form, are without obligation unless a period for acceptance is included in the offer. An agreement is only formed upon written (order) confirmation by FE+ or by actual execution by FE+.
2.2. If the Customer’s order concerns custom-made installations, the Customer shall provide FE+ with all necessary information and specifications of the product to be manufactured (such as, but not limited to, dimensions, choice of material, mechanical parts, functionality, etc.), based on which FE+ will prepare a production drawing of the custom installations to be realized, which will be submitted to the Customer for approval. The Customer is fully responsible for the specifications provided by them, on the basis of which FE+ will produce the custom installations for the Customer. FE+ shall deliver the custom installations in accordance with the established specifications as provided by the Customer and based on the drawing prepared by FE+ and accepted by the Customer.
2.3. Obvious clerical errors or mistakes in FE+’s offers and quotations exempt it from its obligation to perform and/or any resulting obligations for compensation, even after the formation of the agreement.
2.4. FE+ reserves the right to suspend the execution of an order if the Customer’s account with FE+ shows a negative balance due or if the Customer demonstrates financial inability or negative solvency.
2.5. FE+ reserves the right, where applicable, to change the composition of the materials and machines it uses and sells, or the method of production or installation, provided and insofar as this does not significantly detract from the quality and technical capacities of the ordered products.
3.1. All execution and/or production documentation and technical data sheets prepared by FE+ for the completion of the Customer’s order remain the exclusive property of FE+. The Customer is prohibited from copying such documents, sharing them with third parties, or using them in any other way. In the event of infringements of the intellectual property rights of the documents created by FE+, FE+ is entitled by law to fixed damages of 50% of the order amount, as well as full compensation for the design services, without prejudice to FE+’s right to claim higher compensation upon proof of greater damage.
3.2. The Customer shall indemnify FE+ against any infringement committed by third parties through its actions against FE+’s intellectual property. The Customer shall also fully indemnify FE+ against any infringement of third-party intellectual property arising from the production of custom products at the Customer’s request.
4.1. Unless otherwise indicated, all prices are stated in euros and are exclusive of VAT and other potentially applicable taxes and levies. Unless expressly stated otherwise in writing in FE+’s quotation and/or order confirmation, the prices offered exclude, among other things (and where applicable): transport costs (if applicable), insurance costs, packaging costs, placement and assembly costs, technical support, travel costs, and/or after-sales service.
4.2. FE+ always reserves the right to charge the Customer for technical after-sales support (such as, but not limited to, advice regarding the products, their configuration, installation, software troubleshooting, etc.) (including remote technical support and/or after-sales service, particularly regarding product maintenance) at the rate subject to the index percentage applicable at that time.
4.3. Any special extra costs for products to be delivered by FE+ to the Customer or other levies imposed by the government are not included in the price and are therefore exclusively for the Customer’s account.
4.4. The amounts shown by FE+ in the (order) confirmation are based on the prices, exchange rates, wages, taxes, and other factors relevant to the price level existing at the time of the (order) confirmation. If a change in cost price occurs in one or more of the aforementioned objective factors after the (order) confirmation, FE+ is entitled to adjust the agreed price accordingly. It shall notify the Customer of this immediately. If a price increase is implemented pursuant to this provision, and the increase exceeds 10% of the total agreed amount, the Customer has the right to dissolve the agreement in writing and free of charge within 48 hours after they became aware or could have become aware of this price increase.
4.5. If the price for an order is less than the rate applicable at that time, the administrative costs applicable at that time will be charged, excl. VAT.
5.1. Unless otherwise stipulated, all invoices issued by FE+ are payable at FE+’s registered office within eight calendar days of the invoice date. Under no circumstances is the Customer entitled to set off any claim against FE+ against the amounts charged by FE+. Early payment does not entitle the Customer to any discount.
5.2. FE+ always has the right to deliver and invoice in full or to invoice delivered products per partial delivery.
5.3. Invoices that are not contested by registered letter within eight calendar days of their dispatch shall be considered definitively accepted.
5.4. Payment shall be made by transfer to the account number and using the reference as stated on the invoice.
5.5. FE+ always has the right, both before and after the formation of the agreement, to demand security for payment or advance payment, subject to suspension of the execution of the agreement by FE+ until such security is provided and/or the advance payment is received by FE+. If advance payment is refused, FE+ is entitled to dissolve the agreement and the Customer is liable for the resulting damage to FE+.
5.6. FE+ is entitled to suspend the delivery of products it holds for the Customer in connection with the execution of the agreed work until all payments due by the Customer to FE+ have been fully settled.
5.7. In the event of non-payment on the due date (cf. Art. 5.1), all outstanding amounts due from the Customer shall become immediately payable, regardless of the payment terms stipulated. Every unpaid invoice shall, from this date, automatically and without prior notice of default, accrue interest at a rate of 12% per annum. Any discounts granted shall also lapse in that case.
5.8. In the event of non-payment on the due date (cf. Art. 5.1), the Customer shall also be liable, automatically and without prior notice of default, for fixed damages of 15% of the invoice amount, with a minimum of 50 EUR and without prejudice to FE+’s right to prove higher actual damage suffered. All additional costs, such as legal costs, are not included in these fixed damages and will be charged separately to the Customer.
5.9. Late, incomplete, or non-payment of one overdue invoice makes all non-overdue invoices immediately payable.
6.1. Unless expressly agreed otherwise in writing, FE+ may terminate all its agreements, subject to a notice period of 2 weeks.
6.2. If the Customer fails to fulfill any obligation under the agreement, and in particular a payment obligation, or fails to do so on time, FE+ is entitled, without any obligation to pay compensation and without prejudice to its rights, to dissolve the agreement in whole or in part out of court by written notice to the Customer and/or to demand immediate payment of the entire amount due by the Customer to FE+ and/or to invoke the retention of title.
6.3. FE+ is entitled to dissolve the agreement out of court with immediate effect, without any obligation to pay compensation and without prejudice to its rights, if the Customer applies for suspension of payments or bankruptcy or if this is applied for against them, as well as in all cases where all or part of their assets are seized. All invoiced amounts shall then become immediately payable.
6.4. In the event of dissolution, FE+ has the option to reclaim the Customer’s products, whereby the costs of dismantling, transport, and other costs associated with the return shall be borne by the Customer. In that case, FE+ shall refund the purchase amounts already paid, after deduction of the compensation mentioned in Art. 6.4.
6.5. In the event of dissolution, the Customer shall also be liable, automatically and without prior notice of default, for fixed damages of 20% of the invoice amount, with a minimum of 375 EUR and without prejudice to FE+’s right to prove higher actual damage suffered.
7.1. Subject to provisions of mandatory law or public order, FE+ is not liable if a failure is the result of Force Majeure or Hardship. During the period of Force Majeure or Hardship, FE+ may, depending on the situation, at its own choice and discretion and without prior notice of default or judicial intervention being required, and without any right to compensation for the Customer: (1) propose to the Customer to replace the missing products and/or components with a functional equivalent; (2) suspend the performance of its obligations (at least temporarily) and/or (3) invite the Customer to renegotiate the terms of execution of the agreement in good faith. If the period in which performance of the obligations by FE+ is impossible or seriously hampered by Force Majeure or Hardship lasts longer than three months, or if a renegotiation of the agreement is refused by the Customer or does not lead to a new agreement, both parties are entitled to terminate the agreement without judicial intervention, without any liability for compensation existing in this regard.
7.2. The term ‘Force Majeure’ or ‘Hardship’ as referred to in this article shall in any case include: unforeseen circumstances, including those of an economic nature, which have arisen through no fault or action of FE+, including but not limited to: natural disasters, wars, hostilities, attacks, whether in Belgium or in any other country where any branches of FE+ or its supply and sister companies are located, illness, machine defects, technical accidents, fire or flooding, serious disruptions in the company, cyber attacks, forced reduction of production, extreme price increases of materials and/or raw materials, scarcity of materials and/or raw materials, unavailability of materials and/or raw materials, economic sanctions imposed against any country where any branches of FE+ or its supply and sister companies are located, strikes and lockouts, both at FE+ and 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 FE+’s suppliers. The Customer’s inability to fulfill its payment obligations as a result of insolvency or lack of financial resources is considered neither Force Majeure nor Hardship.
7.3. If FE+ has already partially fulfilled its obligations at the onset of Force Majeure or Hardship, or can only partially fulfill its obligations, it is entitled to invoice the part already delivered or the deliverable part separately and the Customer is obliged to pay this invoice as if it were a separate agreement.
8.1. The Customer may not cancel an order accepted by FE+ without the prior written consent of FE+. Regardless of FE+’s right to demand performance of the agreement, FE+ and the Customer agree that in the event of cancellation by the Customer, compensation shall be due of at least 30% of the price of the cancelled order as compensation for costs incurred and loss of income, without FE+ having to prove the existence or extent of the damage and notwithstanding FE+’s right to claim higher compensation upon proof of greater damage.
8.2. The Customer acknowledges and accepts that an order for custom installations can under no circumstances be cancelled by the Customer. From the moment FE+ has confirmed the order to the Customer (cf. Art. 2.1), the Customer is always obliged to take delivery of the order and pay the full price, unless otherwise agreed in writing with FE+.
9.1. Unless otherwise agreed in writing (for example on the order confirmation), delivery takes place according to the applicable ICC INCOTERM (2020) ‘Ex Works’ (“Af Fabriek”). If the Customer refuses acceptance at the agreed time, makes it impossible or unreasonably difficult, or is negligent in providing information or instructions necessary for delivery, FE+ is entitled to store the products at the Customer’s risk and expense, without prejudice to FE+’s right to dissolve the agreement.
9.2. Products are considered delivered as soon as FE+ has notified the Customer that the goods, whether or not still to be fully or partially installed, are ready at FE+ or at a third party to be collected by the Customer or to be shipped on the Customer’s instructions. From the moment of delivery, the Customer bears all risks associated with the delivered goods.
9.3. If, notwithstanding Article 9.1, it is expressly agreed that FE+ will arrange the transport of the products, FE+ shall only act as an agent and both the costs and the risk of loss, damage, and theft before, during, and after transport shall be for the Customer’s account, except in the event of intent or fraud on the part of FE+. The Customer is also responsible for unloading the products, unless stated otherwise in writing. If FE+ still has to proceed with unloading, FE+ will charge the costs for this to the Customer. This provision applies regardless of whether the Customer or one of its appointees was present at delivery and regardless of whether a delivery note was signed by the Customer or one of its appointees. The mention of another ICC INCOTERM (2020) on FE+’s order confirmation does not affect this provision.
9.3. If the parties agree that the installation of the products is to be carried out by FE+, the Customer shall ensure that the delivery site is easily accessible and that persons are present during delivery and installation who can provide all necessary or useful information to enable FE+ to install the products.
9.4. The statement of delivery periods in offers, quotations, agreements, or otherwise is always made by FE+ to the best of its ability and these periods will be observed as much as possible, taking into account the availability of these products and/or services. The Customer acknowledges that, unless expressly agreed otherwise, this delivery date for products and/or services is purely indicative. Failure by FE+ to comply with this indicative period shall under no circumstances give rise to dissolution of the agreement or to a right to compensation. Partial deliveries are always permitted. Delay in payment by the Customer of certain advances on the purchase price may give rise to a proportional delay in the delivery period.
9.5. If the delivery period or the place of delivery or the circumstances at delivery change at the Customer’s request, or if the Customer has provided incorrect information in this regard, FE+ is entitled to payment of the relevant additional costs where applicable.
9.6. If the Customer requests that FE+/the carrier deliver/leave its products at a certain place in the Customer’s absence, the Customer acknowledges and accepts that the risk of loss/damage/theft of the products passes irrevocably to the Customer from the time of its request. FE+/the carrier can in that case in no way be held liable for any loss/damage/theft of the delivered products.
10.1. If FE+ provides a warranty to the Customer regarding the work or products delivered or to be delivered, it shall expressly inform the Customer of this in writing. In the absence of such express written notification, the Customer cannot invoke any warranty, without prejudice to its legal rights arising from mandatory legal provisions.
10.2. FE+ warrants the products against any construction or manufacturing defect for a period of six (6) months from the delivery date, except if a cancellation of this warranty is expressly indicated in the contract. For products of such a nature that they are in use day and night, FE+ provides a warranty of three (3) months. For any part of the products not manufactured by FE+ (such as, but not limited to: injection pumps, motors, electrical equipment, etc.), the duration of the warranty depends on that granted by the manufacturer to FE+.
10.3. In the event of a justified warranty claim by the Customer, FE+ shall – at FE+’s choice – repair or replace the delivered products, unless this has since demonstrably become pointless for the Customer. If FE+ informs the Customer that it will proceed with repair, the Customer shall make the delivered products available to FE+ again at its own expense and risk.
10.4. All warranty obligations of FE+ lapse if the defects or imperfections of the delivered goods alleged by the Customer are the result of (i) any incorrect, careless, or improper use or management of the goods by the Customer, its appointees, or third parties, or (ii) a modification of the delivered goods by the Customer, its appointees, or third parties to which FE+ has not consented, or (iii) external causes such as, but not limited to, fire or water damage.
11.1. The maximum liability of FE+ shall not exceed the agreed price of the product that caused the damage or suffered damage. In the context of the performance of a service, the maximum liability shall never be higher than the price received by FE+ for the performance of the service in the 30 days preceding the damage event.
11.2. FE+ cannot be held liable for the consequences of use and any consequences suffered by the user, a third party, or their property due to the delivered, placed, and/or transported products or the services provided. The sale and service provision is and remains placed on order and at the risk of the Customer, who is liable for any accidents and violations. The Customer is also liable for and shall, where applicable, indemnify FE+ against all damage (including fire) caused by the products.
11.3. FE+ does not warrant the quality of its products in the event of abnormal use, poor maintenance, modification of components, (dis)assembly, or repair by the Customer.
11.4. Except for its own fraud or intentional fault, FE+ is not responsible for incidental or consequential damage (including but not limited to: damage to property, financial loss, lost profit, personnel costs, damage to third parties, loss of income, damage to image, loss of data). The Customer waives any right of recourse in this regard against FE+, its affiliated companies, and/or its appointees.
12.1. Immediately upon receipt of the products, the Customer must carefully check whether the quantity received corresponds to the quantity ordered and that the product contains the agreed specifications. Complaints regarding the quantity, (non-)conformity, or condition of the delivered products must reach FE+ by registered letter within two calendar days of receipt of the shipment, on penalty of forfeiture. Notwithstanding the foregoing, signing the proof of receipt in any case implies acceptance of the delivery.
12.2. Complaints about defects (including those covered by the manufacturer’s or supplier’s warranty, which warranty was stipulated directly towards the Customer) must, on penalty of forfeiture, be reported to FE+ by means of a reasoned registered letter no later than eight calendar days after receipt of the products (in the case of visible defects) and no later than eight (8) calendar days after discovery (in the case of hidden defects). The use or any resale of the products nullifies any liability of FE+. The claim regarding hidden defects must be filed within fifteen (15) calendar days after the discovery of the defect or after the defect should reasonably have been discovered. Complaints and/or disputes of any nature whatsoever never entitle the Customer to suspend the fulfillment of its obligations towards FE+, nor the right to cancel the entire order or delivery. If the complaint is justified, FE+’s maximum liability shall in any case not exceed the agreed price of the relevant delivery of the product.
13.1. All products delivered and to be delivered by FE+ remain the property of FE+ under all circumstances as long as the Customer has not settled any claim of FE+, including in any case claims for payment of the price.
13.2. The Customer is obliged to store the products delivered under retention of title with due care and as recognizable property of FE+.
13.3. As long as ownership has not passed to it, the Customer is not entitled to pledge the products delivered under retention of title to third parties, otherwise encumber them, or transfer them in whole or in part, except insofar as such transfer takes place in the exercise of the Customer’s usual business activities.
13.4. Whenever circumstances so require, including but not limited to the case in which the Customer is declared bankrupt or a third party threatens to seize or has seized the products, the Customer shall notify these third parties (for example a trustee or creditors) of FE+’s right of ownership by registered letter. The Customer shall inform FE+ of this immediately by registered letter.
13.5. If the Customer fails to fulfill its payment obligations towards FE+ or FE+ has good reason to fear that the Customer will fail in those obligations, FE+ is entitled to take back the products delivered under retention of title. The Customer guarantees – if necessary on behalf of a third party (buyer) or holder – that, at FE+’s first request, it will be informed where the products are located, and that these will be made available to FE+ again at the Customer’s expense and risk, if FE+ so requests. Insofar as necessary, FE+ is hereby granted an irrevocable mandate for repossession as well as a mandate to enter the necessary premises for this purpose. After repossession, the Customer will be compensated for the market value, which can in no case be higher than the original price the Customer had agreed with FE+, less the costs resulting for FE+ from the repossession.
14.1. As far as possible, the provisions of these General Terms and Conditions and of the agreement shall be interpreted in a manner that is valid and enforceable under applicable law.
14.2. The (partial) nullity, unenforceability, non-opposability, or unfeasibility of one or more provisions of these General Terms and Conditions or of the agreement shall not affect the application of the remaining provisions thereof and shall not influence their validity.
14.3. The parties shall make every effort to replace a provision considered null, unenforceable, non-opposable, or unfeasible with a clause that aligns with the intentions of the parties.
15.1. All agreements concluded with FE+ as well as disputes related thereto are exclusively governed by Belgian law, with the exclusion of the Vienna Sales Convention.
15.2. In the event of disputes arising from the agreement or these general terms and conditions, which form an integral part thereof, the appropriate courts of the judicial district of Antwerp, Turnhout division, shall have exclusive jurisdiction.
