#empoweringyourenergytransition

General Terms & Conditions Sales

Télécharger
Imprimer

General Terms & Conditions of Sales – V.M.I. Engineering & Contracting NV/SA

  1. SCOPE OF APPLICATION. These are the general terms & conditions of sales of V.M.I. Engineering Contracting NV/SA, with registered office in Belgium, 3320 Hoegaarden, Bleyveldstraat 9, CBE number: 0460.695.659, (hereinafter "VMI"). These conditions apply to any contract under which VMI undertakes to transfer property in a movable tangible asset or to execute for the benefit of its co-contractor a material or intellectual service of whatever nature. These conditions shall in all cases have precedence over any general conditions of the customer’s. Exceptions can be made to these terms by special conditions, which are the substance of a written agreement concluded between the parties. In such cases these conditions continue to apply to everything not governed by such special conditions. If one or other of the provisions contained in these conditions cannot be applied, in particular if its validity has been successfully contested, all other provisions continue to apply. In such an event, the parties will negotiate in good faith to agree upon a new provision pursuing the same objective, and having the same effects to the extent possible, as the provision that has been declared invalid, in order to restore the contractual balance.
  2. CONSTITUTION OF CONTRACT. A valid contract cannot be deemed to exist unless 1°) a written offer from VMI has been accepted without reservations by the party to whom it has been tendered 2°) VMI accepts without reservations an order placed with it by a customer. Any addition, deletion or amendment to offers as set out in 1°) above or to orders as described in 2°) above, constitutes a counteroffer and suspends the constitution of the contract until it is expressly accepted by the other party. The only exception to this provision is in cases where the offer or the order specifically stipulates that, on a given point, the simple acceptance of the other party is not a condition for the establishment of the contract. Offers made by VMI are valid for one month, beginning with the date of their dispatch to the addressee, unless otherwise specifically stipulated. Except with special authorisation, VMI can only be committed by written offers, acceptances or agreements jointly signed by two persons empowered to commit it towards third parties, either by VMI articles or by power of attorney. If no such document exists, VMI cannot be bound by testimony or presumption, even if the commencement of written proof as provided in article 1347 of the Civil Code exists or it is not possible to draw up prior written proof as provided in article 1348 of that Code. VMI may, however, appeal to the rules of peremptory evidence with regard to its customers.
  3. ORGALIME. Nothwithstanding the present “General Conditions of Sales”, VMI will apply the Orgalime Standards. Equipment and component supply will be governed by Orgalime S2012 (General Conditions for the Supply of Mechanical, Electrical and Electronic Products, in its most recent version.) All contracting assignments (DUPS, cogeneration units, technical installations) are governed by Orgalime SI 14 (SI 14: General Conditions for the Supply and Installation of Mechanical, Electrical and Electronic Products, in its most recent version.) All service and maintenance assignments will be governed by Orgalime M2000 (M2000: General Conditions for Maintenance, in its most recent version.) All engineering assignments are also governed by the norms and regulations of the KVIV. The Orgalime and KVIV regulations, if applicable, are an integral part of the contractual relation between VMI and the customer. The customer expressly acknowledges having knowledge of these documents and regulations. Should this not be the case, a copy can be requested through a simple request in writing. For the avoidance of doubt, the order of precedence is as follows; special conditions, general conditions of sales, Orgalime and KVIV regulations.
  4. PRICES. a) Prices are net and exclusive of VAT. Unless otherwise specified, all transports and packing costs are the responsibility of the customers. b) If a contract signed with a customer involves goods and/or services to be imported by VMI, the price shall be determined on the basis of the selling rate against the Euro for the currency of the country of origin as determined on the Brussels stock exchange on the date of the offer made by VMI or the date of the conclusion of the contract, depending upon the case. If the rate in effect on the date of payment differs from that on which the price was based, VMI has the right to increase or decrease the price to adjust it to the difference in exchange rates.
  5. TERMS OF PAYMENT. a) Payment shall be effected at VMI’s head office in cash, any expenses involved in effecting payments are the responsibility of the customer. The existence of a draft is without effect and the conditions of the contract continue to apply. Acceptance by VMI of payment in any other form than cash is also without effect on the contract. b) If the customer is authorised by special conditions to settle the price by instalment payments and if one of the due dates is not met, the customer shall lose that right and full payment shall automatically become due, without notice. c) If a due date is missed or any other delay in payment occurs, all sums due from the customer shall automatically and without notice be subject to a default interest of 9% with effect from the date of the first missed payment or from the first day beyond the due date. Moreover, any sums still unpaid fifteen days after dispatch of notice shall be legally increased by 15% with a minimum of 50 Euros.
  6. DELIVERY. a) In no case shall failure to meet a deadline form the basis of any contractual liability upon VMI. Exceptions are only permissible if there is a specific provision that deadlines are obligatory or constitute an essential condition of the agreement. b) If a deadline is imperative, as specified in the special conditions, it shall be deemed to have been met: 1°) for supplies which not required for commissioning: if the supply left the factory or storage within the deadline, 2°) for supplies required for commissioning: if the commissioning to be effected by company regulations has occurred during the delay. c) Any event beyond the control of VMI (“Force Majeure”) or which could not reasonably have been foreseen when the contract was drawn up involves the suspension of imperative delivery deadlines for the period during which that event rendered delivery within the deadline agreed impossible. Are to be considered as Force Majeure; natural disasters, strikes, government interventions, incidents of war, loss of telecommuncation, cyber attacks etc. d) If delivery is delayed as the result of an event that occurs on the customer’s premises, regardless of its cause, the customer shall be liable to VMI for interest on the delay as provided in art. 5, c and storage dues of 0.5% per month begun, calculated on the price of sale of the goods concerned, e) If a deadline for delivery is missed and VMI can offer no justification, and if the delivery deadline was obligatory, VMI shall be liable for an indemnity of 0.5% of the price of sale of the goods not delivered per week of delay. The total indemnity shall, in no case, exceed 5% of the price of sale. Moreover, indemnities shall only be due provided the customer can demonstrate that he has suffered direct loss. f) Partial delivery is permissible, g) VMI should be notified by registered letter of any damage not caused by transportation and visible defects. This shall be done, if possible, immediately after delivery and, in no case, later than 1°) supplies not involved in commissioning or where commissioning had already taken place before delivery: the 7th calendar day after delivery, and, 2°) supplies where commissioning has not occurred at the time of delivery: the first working day after commissioning. Customers forfeit their right to make a claim of any kind against VMI regarding the manner in which it VMI has executed its obligation to deliver if they fail to respect the time limits indicated above. The only subsisting guarantee is the guarantee against hidden defects on the conditions and subject to the restrictions indicated in article 7 below.
  7. RESPONSIBILITIES OF VMI. a) Notwithstanding the guarantee against hidden defects as set out in articles 1641 and following of the Civil Code, subject to the conditions and limits set out below, VMI is bound by no guarantee of any kind with regard to the proper functioning of equipment sold. b) VMI is bound, after delivery of equipment it has sold, by the guarantee against hidden defects provided under article 1641 of the Civil Code, subject to the following conditions and restrictions. The guarantee against hidden defects expires twelve months after the date of delivery. Any claim shall be made by registered letter addressed to VMI at the latest 7 days after the hidden defect appeared. If the claim is made within the period allowed, VMI may, at its discretion, either repair supplies acknowledged as defective or replace them, wholly or in part. In no case shall a claim constitute ground for cancellation of the sale except on the following terms. If the hidden defect renders it impossible to repair the equipment or to replace it, wholly or in part, the sale shall be cancelled on the request of the customer who is not entitled to any claim for damages or interest. The guarantee period for replacements expires at the same time as the guarantee applicable to the equipment originally delivered but shall, however, never be less than six months. c) All claims made by the customer will be subject to these “General Conditions of Sales” irrespective of their legal base, whether contractual or non-contractual. VMI shall in no case be held liable for loss of production, earnings or contracts or another indirect or intangible loss suffered by the purchaser, except in case of intent. However, this exclusion of liability will remain in effect in case of intent on the part of its subcontractors.
  8. PROPERTY TRANSFER AND RISKS a) VMI retains property in supplies until the customer has fulfilled all his obligations to them. Until that time customers shall not offer supplies as a guarantee or sell them on. The customer has no retention right. If unpaid supplies are intended for use on premises leased by the customer, he shall request prior permission by registered letter from VMI before making such use of them, indicating the name and address of the proprietor and the address of the leased premises concerned. b) Risks are transferred to customers at the moment when supplies are identified in VMI’s stores or shops. Consequently carriage is at the customer’s risk, even if there are special conditions requiring VMI to cover the cost of carriage, such as the use of the term “free”.
  9. PROCESSING OF PERSONAL DATA. VMI processes the customer's personal data (contact details, position, etc. - hereinafter the "Personal Data") in accordance with applicable privacy regulations, (a) for the execution of the agreement, including invoicing and delivery, (b) in the context of customer management, (c) for direct marketing activities and to provide the customer with useful information regarding similar supplies and services offered by VMI. Personal data may be passed on to processors, recipients and/or third parties to the extent necessary in the context of the aforementioned purposes. The personal data will be kept at least during the execution period of the agreement, and for as long as necessary within the framework of the cooperation. The customer shall at all times have the right to inspect, correct or amend his personal data or to oppose their processing as referred to in point (c) above. To this end, it is sufficient to contact VMI in writing at info@luminussolutions.be with reference to the agreement and mentioning "processing of personal data". The customer is responsible for the accuracy of the personal data he provides to VMI and undertakes to comply with the General Data Protection Regulation with respect to the persons whose personal data it has transmitted to us, as well as with respect to any possible personal data it might receive from us and our employees. The Data Protection Authority is the responsible supervisor of compliance with privacy legislation in Belgium and for following up complaints in this regard.

  1. 10. CANCELLATION CLAUSE. Any failure by a customer to execute any of his obligations, particularly failure to pay sums due by the deadline, entitles VMI to declare contracts in progress automatically cancelled to the sole prejudice and detriment of the customer, by registered letter addressed to the customer. Such cancellation does not require prior notice. Cancellation renders it obligatory for customers to return all equipment which has been delivered to them previously. In such event VMI shall be entitled to claim damages and interest of not less than 20% of the price of the order.
  2. 11. GUARANTEES. If it appears that there is any doubt of whatever nature about the customer’s credit, VMI is entitled to demand that he offer tangible or personal guarantees, even if the contract originally signed makes no such provision. Customers must furnish such guarantees within the period of time stated in the registered letter forwarded to them by VMI for that purpose. If a customer does not provide the guarantees requested within that period of time, VMI may exercise the option of declaring the contract automatically cancelled in the manner provided in point 9 above.
  3. 12. DOCUMENTS. VMI grants customers the non-exclusive right to the use of technical and commercial documents delivered to them under the contract. These documents are conceptual documents and do not commit VMI in any way. Such documents shall not be transmitted to third parties without the specific consent of VMI.
  4. 13. MISCELLANIOUS. VMI reserves the right to appoint subcontractors or to transfer the contract, rights or obligations without the express approval of the customer to another company, insofar as the transferee belongs to the same group of companies.
  5. 14. LAWS APPLICABLE. Belgian law applies. The safety regulations applicable to supplies are those in effect in Belgium at the time of the offer to the customer or on the date when the customer’s order was accepted by VMI. The customer shall comply with the regulations in effect in Belgium, the Federal Republic of Germany and the United States of America regarding export restrictions to which the goods and/or services are subject.
  6. 15. COURTS COMPETENT. Any dispute concerning the formation, validity, interpretation and execution of the contract signed with the customer shall be resolved by the courts of Leuven.

General Terms & Conditions of Sales – Luminus Solutions NV/SA

  1. SCOPE OF APPLICATION. These are the general terms & conditions of sales of Luminus Solutions NV/SA, with registered office in Belgium, 1210 Brussels, Boulevard du Roi Albert II 7, CBE number: 0454.145.981, (hereinafter "LS"). These conditions apply to any contract under which LS – undertakes to transfer property in a movable tangible asset or to execute for the benefit of its co-contractor a material or intellectual service of whatever nature. These conditions shall in all cases have precedence over any general conditions of the customer’s. Exceptions can be made to these terms by special conditions, which are the substance of a written agreement concluded between the parties. In such cases these conditions continue to apply to everything not governed by such special conditions. If one or other of the provisions contained in these conditions cannot be applied, in particular if its validity has been successfully contested, all other provisions continue to apply. In such an event, the parties will negotiate in good faith to agree upon a new provision pursuing the same objective, and having the same effects to the extent possible, as the provision that has been declared invalid, in order to restore the contractual balance.
  2. CONSTITUTION OF CONTRACT. A valid contract cannot be deemed to exist unless 1°) a written offer from LS has been accepted without reservations by the party to whom it has been tendered 2°) LS accepts without reservations an order placed with it by a customer. Any addition, deletion or amendment to offers as set out in 1°) above or to orders as described in 2°) above, constitutes a counteroffer and suspends the constitution of the contract until it is expressly accepted by the other party. The only exception to this provision is in cases where the offer or the order specifically stipulates that, on a given point, the simple acceptance of the other party is not a condition for the establishment of the contract. Offers made by LS are valid for one month, beginning with the date of their dispatch to the addressee, unless otherwise specifically stipulated. Except with special authorisation, LS can only be committed by written offers, acceptances or agreements jointly signed by two persons empowered to commit it towards third parties, either by LS articles or by power of attorney. If no such document exists, LS cannot be bound by testimony or presumption, even if the commencement of written proof as provided in article 1347 of the Civil Code exists or it is not possible to draw up prior written proof as provided in article 1348 of that Code. LS may, however, appeal to the rules of peremptory evidence with regard to its customers.
  3. ORGALIME. Nothwithstanding the present “General Conditions of Sales”, LS will apply the Orgalime Standards. Equipment and component supply will be governed by Orgalime S2012 (General Conditions for the Supply of Mechanical, Electrical and Electronic Products, in its most recent version.) All contracting assignments (DUPS, cogeneration units, technical installations) are governed by Orgalime SI 14 (SI 14: General Conditions for the Supply and Installation of Mechanical, Electrical and Electronic Products, in its most recent version.) All service and maintenance assignments will be governed by Orgalime M2000 (M2000: General Conditions for Maintenance, in its most recent version.) All engineering assignments are also governed by the norms and regulations of the KVIV. The Orgalime and KVIV regulations, if applicable, are an integral part of the contractual relation between LS and the customer. The customer expressly acknowledges having knowledge of these documents and regulations. Should this not be the case, a copy can be requested through a simple request in writing. For the avoidance of doubt, the order of precedence is as follows; special conditions, general conditions of sales, Orgalime and KVIV regulations.
  4. PRICES. a) Prices are net and exclusive of VAT. Unless otherwise specified, all transports and packing costs are the responsibility of the customers. b) If a contract signed with a customer involves goods and/or services to be imported by LS, the price shall be determined on the basis of the selling rate against the Euro for the currency of the country of origin as determined on the Brussels stock exchange on the date of the offer made by LS or the date of the conclusion of the contract, depending upon the case. If the rate in effect on the date of payment differs from that on which the price was based, LS has the right to increase or decrease the price to adjust it to the difference in exchange rates.
  5. TERMS OF PAYMENT. a) Payment shall be effected at LS’s head office in cash, any expenses involved in effecting payments are the responsibility of the customer. The existence of a draft is without effect and the conditions of the contract continue to apply. Acceptance by LS of payment in any other form than cash is also without effect on the contract. b) If the customer is authorised by special conditions to settle the price by instalment payments and if one of the due dates is not met, the customer shall lose that right and full payment shall automatically become due, without notice. c) If a due date is missed or any other delay in payment occurs, all sums due from the customer shall automatically and without notice be subject to a default interest of 9% with effect from the date of the first missed payment or from the first day beyond the due date. Moreover, any sums still unpaid fifteen days after dispatch of notice shall be legally increased by 15% with a minimum of 50 Euros.
  6. DELIVERY. a) In no case shall failure to meet a deadline form the basis of any contractual liability upon LS. Exceptions are only permissible if there is a specific provision that deadlines are obligatory or constitute an essential condition of the agreement. b) If a deadline is imperative, as specified in the special conditions, it shall be deemed to have been met: 1°) for supplies which not required for commissioning: if the supply left the factory or storage within the deadline, 2°) for supplies required for commissioning: if the commissioning to be effected by company regulations has occurred during the delay. c) Any event beyond the control of LS (“Force Majeure”) or which could not reasonably have been foreseen when the contract was drawn up involves the suspension of imperative delivery deadlines for the period during which that event rendered delivery within the deadline agreed impossible. Are to be considered as Force Majeure; natural disasters, strikes, government interventions, incidents of war, loss of telecommuncation, cyber attacks etc. d) If delivery is delayed as the result of an event that occurs on the customer’s premises, regardless of its cause, the customer shall be liable to LS for interest on the delay as provided in art. 5, c and storage dues of 0.5% per month begun, calculated on the price of sale of the goods concerned, e) If a deadline for delivery is missed and LS can offer no justification, and if the delivery deadline was obligatory, LS shall be liable for an indemnity of 0.5% of the price of sale of the goods not delivered per week of delay. The total indemnity shall, in no case, exceed 5% of the price of sale. Moreover, indemnities shall only be due provided the customer can demonstrate that he has suffered direct loss. f) Partial delivery is permissible, g) LS should be notified by registered letter of any damage not caused by transportation and visible defects. This shall be done, if possible, immediately after delivery and, in no case, later than 1°) supplies not involved in commissioning or where commissioning had already taken place before delivery: the 7th calendar day after delivery, and, 2°) supplies where commissioning has not occurred at the time of delivery: the first working day after commissioning. Customers forfeit their right to make a claim of any kind against LS regarding the manner in which it LS has executed its obligation to deliver if they fail to respect the time limits indicated above. The only subsisting guarantee is the guarantee against hidden defects on the conditions and subject to the restrictions indicated in article 7 below.
  7. RESPONSIBILITIES OF LS. a) Notwithstanding the guarantee against hidden defects as set out in articles 1641 and following of the Civil Code, subject to the conditions and limits set out below, LS is bound by no guarantee of any kind with regard to the proper functioning of equipment sold. b) LS is bound, after delivery of equipment it has sold, by the guarantee against hidden defects provided under article 1641 of the Civil Code, subject to the following conditions and restrictions. The guarantee against hidden defects expires twelve months after the date of delivery. Any claim shall be made by registered letter addressed to LS at the latest 7 days after the hidden defect appeared. If the claim is made within the period allowed, LS may, at its discretion, either repair supplies acknowledged as defective or replace them, wholly or in part. In no case shall a claim constitute ground for cancellation of the sale except on the following terms. If the hidden defect renders it impossible to repair the equipment or to replace it, wholly or in part, the sale shall be cancelled on the request of the customer who is not entitled to any claim for damages or interest. The guarantee period for replacements expires at the same time as the guarantee applicable to the equipment originally delivered but shall, however, never be less than six months. c) All claims made by the customer will be subject to these “General Conditions of Sales” irrespective of their legal base, whether contractual or non-contractual. LS shall in no case be held liable for loss of production, earnings or contracts or another indirect or intangible loss suffered by the purchaser, except in case of intent. However, this exclusion of liability will remain in effect in case of intent on the part of its subcontractors.
  8. PROPERTY TRANSFER AND RISKS a) LS retains property in supplies until the customer has fulfilled all his obligations to them. Until that time customers shall not offer supplies as a guarantee or sell them on. The customer has no retention right. If unpaid supplies are intended for use on premises leased by the customer, he shall request prior permission by registered letter from LS before making such use of them, indicating the name and address of the proprietor and the address of the leased premises concerned. b) Risks are transferred to customers at the moment when supplies are identified in LS’s stores or shops. Consequently carriage is at the customer’s risk, even if there are special conditions requiring LS to cover the cost of carriage, such as the use of the term “free”.
  9. PROCESSING OF PERSONAL DATA. LS processes the customer's personal data (contact details, position, etc. - hereinafter the "Personal Data") in accordance with applicable privacy regulations, (a) for the execution of the agreement, including invoicing and delivery, (b) in the context of customer management, (c) for direct marketing activities and to provide the customer with useful information regarding similar supplies and services offered by LS. Personal data may be passed on to processors, recipients and/or third parties to the extent necessary in the context of the aforementioned purposes. The personal data will be kept at least during the execution period of the agreement, and for as long as necessary within the framework of the cooperation. The customer shall at all times have the right to inspect, correct or amend his personal data or to oppose their processing as referred to in point (c) above. To this end, it is sufficient to contact LS in writing at info@luminussolutions.be with reference to the agreement and mentioning "processing of personal data". The customer is responsible for the accuracy of the personal data he provides to LS and undertakes to comply with the General Data Protection Regulation with respect to the persons whose personal data it has transmitted to us, as well as with respect to any possible personal data it might receive from us and our employees. The Data Protection Authority is the responsible supervisor of compliance with privacy legislation in Belgium and for following up complaints in this regard.
  10. 10. CANCELLATION CLAUSE. Any failure by a customer to execute any of his obligations, particularly failure to pay sums due by the deadline, entitles LS to declare contracts in progress automatically cancelled to the sole prejudice and detriment of the customer, by registered letter addressed to the customer. Such cancellation does not require prior notice. Cancellation renders it obligatory for customers to return all equipment which has been delivered to them previously. In such event LS shall be entitled to claim damages and interest of not less than 20% of the price of the order.
  11. 11. GUARANTEES. If it appears that there is any doubt of whatever nature about the customer’s credit, LS is entitled to demand that he offer tangible or personal guarantees, even if the contract originally signed makes no such provision. Customers must furnish such guarantees within the period of time stated in the registered letter forwarded to them by LS for that purpose. If a customer does not provide the guarantees requested within that period of time, LS may exercise the option of declaring the contract automatically cancelled in the manner provided in point 9 above.
  12. 12. DOCUMENTS. LS grants customers the non-exclusive right to the use of technical and commercial documents delivered to them under the contract. These documents are conceptual documents and do not commit LS in any way. Such documents shall not be transmitted to third parties without the specific consent of LS.
  13. 13. MISCELLANIOUS. LS reserves the right to appoint subcontractors or to transfer the contract, rights or obligations without the express approval of the customer to another company, insofar as the transferee belongs to the same group of companies.
  14. 14. LAWS APPLICABLE. Belgian law applies. The safety regulations applicable to supplies are those in effect in Belgium at the time of the offer to the customer or on the date when the customer’s order was accepted by LS. The customer shall comply with the regulations in effect in Belgium, the Federal Republic of Germany and the United States of America regarding export restrictions to which the goods and/or services are subject.
  15. 15. COURTS COMPETENT. Any dispute concerning the formation, validity, interpretation and execution of the contract signed with the customer shall be resolved by the courts of the judicial district of Brussels.

General Terms & Conditions of Sales – Luminus Solutions Invest NV/SA

  1. SCOPE OF APPLICATION. These are the general terms & conditions of sales of Luminus Solutions Invest NV/SA, with registered office in Belgium, 3320 Hoegaarden, Bleyveldstraat 9, CBE number: 0462.388.112, (hereinafter "LSI"). These conditions apply to any contract under which LSI undertakes to transfer property in a movable tangible asset or to execute for the benefit of its co-contractor a material or intellectual service of whatever nature. These conditions shall in all cases have precedence over any general conditions of the customer’s. Exceptions can be made to these terms by special conditions, which are the substance of a written agreement concluded between the parties. In such cases these conditions continue to apply to everything not governed by such special conditions. If one or other of the provisions contained in these conditions cannot be applied, in particular if its validity has been successfully contested, all other provisions continue to apply. In such an event, the parties will negotiate in good faith to agree upon a new provision pursuing the same objective, and having the same effects to the extent possible, as the provision that has been declared invalid, in order to restore the contractual balance.
  2. CONSTITUTION OF CONTRACT. A valid contract cannot be deemed to exist unless 1°) a written offer from LSI has been accepted without reservations by the party to whom it has been tendered 2°) LSI accepts without reservations an order placed with it by a customer. Any addition, deletion or amendment to offers as set out in 1°) above or to orders as described in 2°) above, constitutes a counteroffer and suspends the constitution of the contract until it is expressly accepted by the other party. The only exception to this provision is in cases where the offer or the order specifically stipulates that, on a given point, the simple acceptance of the other party is not a condition for the establishment of the contract. Offers made by LSI are valid for one month, beginning with the date of their dispatch to the addressee, unless otherwise specifically stipulated. Except with special authorisation, LSI can only be committed by written offers, acceptances or agreements jointly signed by two persons empowered to commit it towards third parties, either by LSI articles or by power of attorney. If no such document exists, LSI cannot be bound by testimony or presumption, even if the commencement of written proof as provided in article 1347 of the Civil Code exists or it is not possible to draw up prior written proof as provided in article 1348 of that Code. LSI may, however, appeal to the rules of peremptory evidence with regard to its customers.
  3. ORGALIME. Nothwithstanding the present “General Conditions of Sales”, LSI will apply the Orgalime Standards. Equipment and component supply will be governed by Orgalime S2012 (General Conditions for the Supply of Mechanical, Electrical and Electronic Products, in its most recent version.) All contracting assignments (DUPS, cogeneration units, technical installations) are governed by Orgalime SI 14 (SI 14: General Conditions for the Supply and Installation of Mechanical, Electrical and Electronic Products, in its most recent version.) All service and maintenance assignments will be governed by Orgalime M2000 (M2000: General Conditions for Maintenance, in its most recent version.) All engineering assignments are also governed by the norms and regulations of the KVIV. The Orgalime and KVIV regulations, if applicable, are an integral part of the contractual relation between LSI and the customer. The customer expressly acknowledges having knowledge of these documents and regulations. Should this not be the case, a copy can be requested through a simple request in writing. For the avoidance of doubt, the order of precedence is as follows; special conditions, general conditions of sales, Orgalime and KVIV regulations.
  4. PRICES. a) Prices are net and exclusive of VAT. Unless otherwise specified, all transports and packing costs are the responsibility of the customers. b) If a contract signed with a customer involves goods and/or services to be imported by LSI, the price shall be determined on the basis of the selling rate against the Euro for the currency of the country of origin as determined on the Brussels stock exchange on the date of the offer made by LSI or the date of the conclusion of the contract, depending upon the case. If the rate in effect on the date of payment differs from that on which the price was based, LSI has the right to increase or decrease the price to adjust it to the difference in exchange rates.
  5. TERMS OF PAYMENT. a) Payment shall be effected at LSI’s head office in cash, any expenses involved in effecting payments are the responsibility of the customer. The existence of a draft is without effect and the conditions of the contract continue to apply. Acceptance by LSI of payment in any other form than cash is also without effect on the contract. b) If the customer is authorised by special conditions to settle the price by instalment payments and if one of the due dates is not met, the customer shall lose that right and full payment shall automatically become due, without notice. c) If a due date is missed or any other delay in payment occurs, all sums due from the customer shall automatically and without notice be subject to a default interest of 9% with effect from the date of the first missed payment or from the first day beyond the due date. Moreover, any sums still unpaid fifteen days after dispatch of notice shall be legally increased by 15% with a minimum of 50 Euros.
  6. DELIVERY. a) In no case shall failure to meet a deadline form the basis of any contractual liability upon LSI. Exceptions are only permissible if there is a specific provision that deadlines are obligatory or constitute an essential condition of the agreement. b) If a deadline is imperative, as specified in the special conditions, it shall be deemed to have been met: 1°) for supplies which not required for commissioning: if the supply left the factory or storage within the deadline, 2°) for supplies required for commissioning: if the commissioning to be effected by company regulations has occurred during the delay. c) Any event beyond the control of LSI (“Force Majeure”) or which could not reasonably have been foreseen when the contract was drawn up involves the suspension of imperative delivery deadlines for the period during which that event rendered delivery within the deadline agreed impossible. Are to be considered as Force Majeure; natural disasters, strikes, government interventions, incidents of war, loss of telecommuncation, cyber attacks etc. d) If delivery is delayed as the result of an event that occurs on the customer’s premises, regardless of its cause, the customer shall be liable to LSI for interest on the delay as provided in art. 5, c and storage dues of 0.5% per month begun, calculated on the price of sale of the goods concerned, e) If a deadline for delivery is missed and LSI can offer no justification, and if the delivery deadline was obligatory, LSI shall be liable for an indemnity of 0.5% of the price of sale of the goods not delivered per week of delay. The total indemnity shall, in no case, exceed 5% of the price of sale. Moreover, indemnities shall only be due provided the customer can demonstrate that he has suffered direct loss. f) Partial delivery is permissible, g) LSI should be notified by registered letter of any damage not caused by transportation and visible defects. This shall be done, if possible, immediately after delivery and, in no case, later than 1°) supplies not involved in commissioning or where commissioning had already taken place before delivery: the 7th calendar day after delivery, and, 2°) supplies where commissioning has not occurred at the time of delivery: the first working day after commissioning. Customers forfeit their right to make a claim of any kind against LSI regarding the manner in which it LSI has executed its obligation to deliver if they fail to respect the time limits indicated above. The only subsisting guarantee is the guarantee against hidden defects on the conditions and subject to the restrictions indicated in article 7 below.
  7. RESPONSIBILITIES OF LSI. a) Notwithstanding the guarantee against hidden defects as set out in articles 1641 and following of the Civil Code, subject to the conditions and limits set out below, LSI is bound by no guarantee of any kind with regard to the proper functioning of equipment sold. b) LSI is bound, after delivery of equipment it has sold, by the guarantee against hidden defects provided under article 1641 of the Civil Code, subject to the following conditions and restrictions. The guarantee against hidden defects expires twelve months after the date of delivery. Any claim shall be made by registered letter addressed to LSI at the latest 7 days after the hidden defect appeared. If the claim is made within the period allowed, LSI may, at its discretion, either repair supplies acknowledged as defective or replace them, wholly or in part. In no case shall a claim constitute ground for cancellation of the sale except on the following terms. If the hidden defect renders it impossible to repair the equipment or to replace it, wholly or in part, the sale shall be cancelled on the request of the customer who is not entitled to any claim for damages or interest. The guarantee period for replacements expires at the same time as the guarantee applicable to the equipment originally delivered but shall, however, never be less than six months. c) All claims made by the customer will be subject to these “General Conditions of Sales” irrespective of their legal base, whether contractual or non-contractual. LSI shall in no case be held liable for loss of production, earnings or contracts or another indirect or intangible loss suffered by the purchaser, except in case of intent. However, this exclusion of liability will remain in effect in case of intent on the part of its subcontractors.
  8. PROPERTY TRANSFER AND RISKS a) LSI retains property in supplies until the customer has fulfilled all his obligations to them. Until that time customers shall not offer supplies as a guarantee or sell them on. The customer has no retention right. If unpaid supplies are intended for use on premises leased by the customer, he shall request prior permission by registered letter from LSI before making such use of them, indicating the name and address of the proprietor and the address of the leased premises concerned. b) Risks are transferred to customers at the moment when supplies are identified in LSI’s stores or shops. Consequently carriage is at the customer’s risk, even if there are special conditions requiring LSI to cover the cost of carriage, such as the use of the term “free”.
  9. PROCESSING OF PERSONAL DATA. LSI processes the customer's personal data (contact details, position, etc. - hereinafter the "Personal Data") in accordance with applicable privacy regulations, (a) for the execution of the agreement, including invoicing and delivery, (b) in the context of customer management, (c) for direct marketing activities and to provide the customer with useful information regarding similar supplies and services offered by LSI. Personal data may be passed on to processors, recipients and/or third parties to the extent necessary in the context of the aforementioned purposes. The personal data will be kept at least during the execution period of the agreement, and for as long as necessary within the framework of the cooperation. The customer shall at all times have the right to inspect, correct or amend his personal data or to oppose their processing as referred to in point (c) above. To this end, it is sufficient to contact LSI in writing at info@luminussolutions.be with reference to the agreement and mentioning "processing of personal data". The customer is responsible for the accuracy of the personal data he provides to LSI and undertakes to comply with the General Data Protection Regulation with respect to the persons whose personal data it has transmitted to us, as well as with respect to any possible personal data it might receive from us and our employees. The Data Protection Authority is the responsible supervisor of compliance with privacy legislation in Belgium and for following up complaints in this regard.

  1. 10. CANCELLATION CLAUSE. Any failure by a customer to execute any of his obligations, particularly failure to pay sums due by the deadline, entitles LSI to declare contracts in progress automatically cancelled to the sole prejudice and detriment of the customer, by registered letter addressed to the customer. Such cancellation does not require prior notice. Cancellation renders it obligatory for customers to return all equipment which has been delivered to them previously. In such event LSI shall be entitled to claim damages and interest of not less than 20% of the price of the order.
  2. 11. GUARANTEES. If it appears that there is any doubt of whatever nature about the customer’s credit, LSI is entitled to demand that he offer tangible or personal guarantees, even if the contract originally signed makes no such provision. Customers must furnish such guarantees within the period of time stated in the registered letter forwarded to them by LSI for that purpose. If a customer does not provide the guarantees requested within that period of time, LSI may exercise the option of declaring the contract automatically cancelled in the manner provided in point 9 above.
  3. 12. DOCUMENTS. LSI grants customers the non-exclusive right to the use of technical and commercial documents delivered to them under the contract. These documents are conceptual documents and do not commit LSI in any way. Such documents shall not be transmitted to third parties without the specific consent of LSI.
  4. 13. MISCELLANIOUS. LSI reserves the right to appoint subcontractors or to transfer the contract, rights or obligations without the express approval of the customer to another company, insofar as the transferee belongs to the same group of companies.
  5. 14. LAWS APPLICABLE. Belgian law applies. The safety regulations applicable to supplies are those in effect in Belgium at the time of the offer to the customer or on the date when the customer’s order was accepted by LSI. The customer shall comply with the regulations in effect in Belgium, the Federal Republic of Germany and the United States of America regarding export restrictions to which the goods and/or services are subject.
  6. 15. COURTS COMPETENT. Any dispute concerning the formation, validity, interpretation and execution of the contract signed with the customer shall be resolved by the courts of Leuven.