Unless otherwise agreed in writing on the front of the quotations, order forms or invoices of Aerts Electro Mechanics (A.E.M.), the legal relationship between the parties shall be governed by these general terms and conditions, which the customer declares to have read and which shall take precedence over the customer’s own purchasing conditions. The customer shall be deemed to accept these general terms and conditions without reservation upon placing an order.
All advertising and quotations are non-binding with regard to prices, delivery times and execution periods. Quotations are valid for 10 days and shall only bind Aerts Electro Mechanics after written confirmation. VAT and other taxes are not included in the price. The work shall be carried out on a time-and-materials basis and the prices stated are indicative only.
Deliveries and work shall only commence after payment of the advance stated on the invoice. Delays in delivery shall under no circumstances give rise to cancellation of the order. Goods shall always be transported at the customer’s risk.
Unless proven otherwise, each invoice shall be presumed to have been received within 3 days of the invoice date and shall be deemed accepted in the absence of any objection, which must, on pain of forfeiture, be made by registered letter within 3 days of receipt. Invoices are payable immediately and without discount. In the event of non-payment within 14 days of the invoice date, we reserve the right to suspend the work and cease deliveries until proof of payment has been provided. In the absence of immediate payment or payment on the agreed due date, the invoice amount shall, by operation of law and without prior notice of default, be increased by the customary bank interest rate for cash credit from the invoice date until the date of full payment, with a minimum of 10%. In addition, compensation amounting to 15% of the unpaid amount shall be due, with a minimum of EUR 150. Failure to pay a single invoice within the agreed period shall render the entire outstanding balance immediately due and payable. In the event of unilateral termination of the contract by the customer, the customer shall owe compensation amounting to 15% of the unperformed portion of the contract, and any goods and materials already ordered by Aerts Electro Mechanics for this unperformed portion shall become immediately payable by the customer. The drawing/acceptance of bills of exchange or other negotiable documents shall not constitute novation of the debt.
Complaints regarding the delivery of goods and services or the execution of work must be made upon delivery and confirmed by a reasoned registered letter within 3 days of the delivery or execution date. Such complaints shall not suspend the payment obligation. Acceptance of goods and work without complaint shall cover any visible defects. Following a request for acceptance of the work and in the absence of a response from the customer within 5 working days, the work shall automatically be deemed accepted. From the moment the customer puts the work into use, the work shall be deemed accepted and completed.
In any event, the price indication does not include work such as vertical transport, removal of old equipment, etc. Such work shall be carried out at an additional charge, as shall finishing work that could not be carried out during the normal execution of the work. Waiting time for finishing work shall not constitute grounds for non-payment of invoiced amounts. The transport, unloading and securing of materials that are not installed by us shall under no circumstances be included in the sales price. Any demurrage charges shall be borne by the customer. Under no circumstances shall we be liable for wear and tear, work carried out without a work plan, moisture damage, or damage to concealed pipes and/or conduits.
The goods supplied shall not become part of the goods to which they are attached, either by incorporation or by destination, and shall remain the property of Aerts Electro Mechanics until the price has been paid in full. The risks shall be borne by the customer.
If Aerts Electro Mechanics’ confidence in the customer’s creditworthiness is demonstrably undermined by enforcement measures or otherwise, Aerts Electro Mechanics reserves the right at any time to suspend the entire order or part thereof and to require appropriate guarantees from the customer. In the event of refusal by the customer, Aerts Electro Mechanics reserves the right to cancel the order, in both cases without prejudice to Aerts Electro Mechanics’ right to payment by the customer for services, goods and materials already invoiced, as well as services, goods and materials already supplied but not yet invoiced, together with compensation, interest and payment for goods ordered for work not yet performed.
Damage caused by the customer to our equipment or claims by third parties shall be substantiated and charged to the customer at actual cost + 15%.
A.E.M.’s liability shall at all times be limited to the insured amounts set out below: For operational liability coverage, A.E.M. is insured for EUR 2,500,000.00 per claim for bodily injury, property damage and consequential financial loss combined, including water, fire, smoke and explosion up to EUR 625,000.00 per claim, accidental pollution up to EUR 500,000.00 per claim and per insurance year, and nuisance to neighbours up to EUR 500,000.00 per claim and per insurance year. With regard to the coverage for entrusted property, A.E.M. is insured for material and consequential financial loss up to EUR 25,000.00 per claim. For post-delivery coverage, A.E.M. is insured for EUR 2,500,000.00 per claim and per insurance year for bodily injury, property damage and consequential financial loss combined, including accidental pollution up to EUR 500,000.00 per claim and per insurance year. A.E.M. has taken out all-risks insurance for its own equipment and occupational accident insurance for its personnel.
Throughout the entire duration of the assignment, the customer shall provide Contractors’ All Risks (CAR) insurance in respect of the services to be performed and the items to be handled. The relevant insurance policy shall designate Aerts Electro Mechanics and any of its subcontractors as co-insured parties and shall provide for a waiver of recourse in favour of Aerts Electro Mechanics, its subcontractors and their respective insurers. This insurance shall in all cases be primary to the insurance policies of Aerts Electro Mechanics and its subcontractors and shall provide coverage for Works, Liability and Damage to Existing Property. The customer shall provide Aerts Electro Mechanics with a valid certificate/policy before the commencement of work on site. Under no circumstances shall the deductible to be borne by Aerts Electro Mechanics exceed EUR 3,500 per incident.
Notwithstanding anything contained in the request for proposal, request for quotation or any other document forming part of the tender package, Aerts Electro Mechanics shall not be held responsible or liable for any delays, changes, financial and/or operational consequences resulting from epidemics, including COVID-19 or similar viral epidemics, quarantine restrictions, changes in legislation, acts of governments, restrictions on the movement of goods, services or persons, availability of equipment or other events that may affect Aerts Electro Mechanics or Aerts Electro Mechanics’ ability to perform the work as offered.
Our liability for any damage or delay resulting from force majeure is expressly excluded. All additional costs arising from force majeure shall be borne by the customer. Force majeure includes, but is not limited to:
A) War, threat of war, government measures, quarantine, riots, sabotage, strikes, lockouts, labour shortages, illnesses.
B) Adverse weather conditions, storms, fog, lightning strikes, flooding, high and low water levels, frost, freezing, ice drift.
C) Fire, explosion, subsidence, collapse.
D) Closure of border posts, delays at stations or customs services, import and export restrictions, unavailability of goods/equipment beyond the control of Aerts Electro Mechanics.
It is also contractually agreed that unforeseen defects in the equipment required for the assignment, as well as illness of our personnel or damage and delays resulting from acts of third parties, cannot be attributed to us. In the event of force majeure on our part, our obligations shall be suspended. If we invoke force majeure for a period exceeding one month, both we and our principal shall be entitled to terminate the agreement in respect of the unperformed portion by written notice to the other party, without being liable for compensation. However, if and insofar as the contractor (= A.E.M.) had already entered into obligations towards third parties (= suppliers of A.E.M.) at the time the force majeure event occurred in connection with the supply of parts, materials or other items required for the performance of the agreement, the resulting costs, including purchasing, transport, storage and cancellation costs, shall remain entirely for the account of the principal (= you as the customer). These costs shall be charged to the principal, irrespective of any termination of the agreement.
Except in the event of wilful misconduct or gross negligence on our part, or on the part of our employees or agents, we shall never be liable for any damage. If and insofar as we are liable, such liability shall be limited to the damage suffered by the principal that is the direct and immediate consequence of a breach attributable to us or an unlawful act, provided that liability shall in all cases be limited to a maximum amount of EUR 25,000.00. We shall never be liable for loss of profit, consequential damage or non-material damage, nor for damage resulting from delay. We assume that the drawings and related technical information provided to us by the customer correspond to the current situation and shall not be responsible for any discrepancies or any consequences arising therefrom.
In the event of a dispute, the Courts of Dendermonde shall have exclusive jurisdiction.
