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All sales agreements, orders and assignments shall be governed by the conditions set out below and shall take precedence over all other conditions, even those expressly mentioned on the purchaser's order form or in its general terms and conditions. Deviations from the conditions of sale shall only be accepted if approved in writing by the authorised persons of vitroplena.
professional discretion
vitroplena shall preserve absolute professional discretion during the accomplishment of the assignments entrusted to it. This applies to the information supplied by the client and to the specific results of the mentioned assignments. However, information that can be considered part of the public domain is not included.
Specific additional confidentiality/discretion for a set period of time is only applicable when a signed agreement (e.g. an NDA) exists between vitroplena and the client. vitroplena is open to such contracts and is willing to agree on this with the client at all times.
vitroplena commits itself to comply with all legal provisions to its best efforts.
orders
Orders to representatives, or by any means, are only binding for vitroplena after written confirmation by an authorized person of vitroplena.
All data necessary for the correct execution of the ordered assignment(s) shall be left in due time by the customer to vitroplena. The customer shall endeavour to take the greatest care in giving these data.
prices
Prices, tariffs, mentioned in catalogues are never binding for vitroplena, they only serve as information and can be modified at any time, unilaterally, by vitroplena.
Offers are valid for 8 days. The prices and tariffs never include legal rights or taxes of any kind.
vitroplena reserves the right at any time and under any conditions to carry out additional services on a cost-plus basis and to charge them as a supplement to the offer price. If desired, vitroplena shall demonstrate these additional services unambiguously to the customer. vitroplena shall make every effort to avoid and, if necessary, limit extra services on a cost-plus basis.
vitroplena reserves at all times and under any conditions the right to charge the customer for all costs additional to the remuneration for services provided, such as: requested meetings; travel and/or accommodation costs; costs incurred on the customer's behalf such as payment of licences, printing costs, etc. vitroplena commits itself to prove these additional costs.
delivery
vitroplena will do its best to respect indicated delivery times. However, the indicated delivery deadlines are only approximate and without any commitment for vitroplena. Under no circumstances shall a delay in delivery be a reason for compensation or for breach/dissolution of the contract. Objections to refused goods are only recognised if sent directly to vitroplena by registered letter by the purchaser within 3 days of delivery.
payment modalities
Specific modalities mentioned on the offer and/or order confirmation of vitroplena prevail over all other conditions, including those of the buyer. These modalities may, but do not have to, be drawn up in agreement with the buyer. The buyer tacitly approves these modalities when approving the quotation or placing an order.
For quotation/order amounts lower than EUR 4000 excl. VAT, performance is charged 100% at delivery.
For quotation/order amounts higher than or equal to EUR 4000 excl. VAT, the following modalities apply:
Cash discount will never be applied and will not be allowed.
Protests must be made by registered mail within 8 days from the invoice date stating the grievances. The postal date shall serve as proof.
vitroplena is entitled to suspend, not fully execute or consider expired, assignments in progress in case of non-compliance with the payment modalities. No notification of this suspension or incomplete execution needs to be given to the customer.
Bills of exchange and/or effects do not constitute a renewal of debt on the part of the seller or the buyer, and cannot constitute a waiver or modification of the payment modalities.
payment terms
Unless otherwise stated on the offer and/or order confirmation and/or invoice, a payment term of 30 days from the invoice date applies.
A different payment term is valid only if it is mentioned on vitroplena's invoice.
No payment term other than those mentioned above, including those mentioned in any terms and conditions of the customer, are valid.
All invoices unpaid on the due date shall, ipso jure and without formal notice, bear interest at 10% per month and if they remain unpaid in full or in part after 30 days from the due date, the amount due shall, in addition, be increased by 10% with a minimum of €100 by way of conventional compensation, which shall also be payable immediately without formal notice. The parties expressly waive the application of article 1231 of the Civil Code.
The non-payment of the invoice on the due date makes the due balance of all the other invoices, even if not due, immediately payable by right.
vitroplena is entitled to suspend, not fully execute or consider expired, assignments in progress in case of non-payment on the indicated due date. This suspension or incomplete execution need not be notified to the customer. If the case arises, vitroplena shall be entitled, ipso jure and without formal notice, to charge the customer with a compensation worth 1/3 of the sales price.
Bills of exchange and/or effects do not constitute a renewal of debt on the part of the seller or the buyer, and cannot constitute a waiver or alteration of the terms of payment.
Any payment terms granted shall lapse ipso jure in the event of death, bankruptcy or any change in the buyer's financial position that reduces creditworthiness, such as protested bills of exchange, bank information.
ownership
All intellectual property and/or data and/or documents and/or materials (respecting any confidentiality contracts/NDAs) remain the property of vitroplena until full payment of the invoices and attached costs. However, the risk is borne by the purchaser from delivery, who is its custodian and who will be liable for any debt. As long as vitroplena is the owner, vitroplena, or a person appointed by vitroplena, may at all times access to the intellectual property/data/documents/materials, wherever it is located.
In case of not punctual compliance with the conditions of sale by the purchaser/customer, vitroplena reserves the right - purely as a guarantee of its rights and without any detrimental acknowledgement on its part - to take back the intellectual property/data/documents/materials.The purchaser already now authorises vitroplena to recover the intellectual property/data/documents/materials in the circumstances and authorises vitroplena to enter the locations where the intellectual property/data/documents/materials are located at any time for this purpose.
damage
If damage is caused by vitroplena in the performance of a contract, vitroplena's liability for such damage shall be limited to a maximum of €750. This limitation of liability shall not apply if the liability in question is covered by the professional liability policy taken out by vitroplena. The damage shall in that case be compensated up to the amount of the insurance company's intervention. Should the insurance company fail to intervene in whole or in part, the compensation to be borne by vitroplena itself may never exceed €750.
complaints
All complaints must be made within 8 days of the specific operation/act that caused the complaint.
disputes
In case of disputes and litigations, only the Commercial Court of the district of our registered office is competent, unless the law imperatively requires otherwise. Belgian law is exclusively applicable.