General Terms and Conditions
1.1. Each contract entered into by TRYGGR & FLEMMING CVBA (cooperative company with limited liability)) is governed by the present general terms and conditions and apply to all work and services of TRYGGR & FLEMMING for the customer, unless and insofar as these general terms and conditions are deviated from in writing. The contract may not be governed by the customer's general terms and conditions, even if these were notified later than the current general terms and conditions.
1.2. The cancellation of a contract is valid only if it is made in writing prior to any implementation of the work and services and has been accepted by TRYGGR & FLEMMING in writing.
2. Description of the work and services
2.1. TRYGGR & FLEMMING is a contractor of work and services that are described in a quotation or a contract.
2.2. If already made available, the starting date and implementation period for the work and services will be provided for information purposes only and should not therefore be regarded as binding. Implementation delays will not affect the validity of the contract nor entitle the customer to any claim (such as a cancellation of the contract, withholding of payment, price discount, compensation, refusal of work and services,...) against TRYGGR & FLEMMING.
2.3. TRYGGR & FLEMMING may also use subcontractors or appointees to carry out the work and services without the customer's express agreement beforehand.
2.4. TRYGGR & FLEMMING guarantees, for itself and for the appointees who will be used for the implementation of the contract, that they have the necessary expertise to deliver the tasks assigned to them in a professional way within the framework of the contract.
3.1. The price is the one specified in the contract, unless TRYGGR & FLEMMING is required to adjust it to changes in its fixed and/or variable costs as a result of a change to its structure, on the understanding that TRYGGR & FLEMMING will be entitled at all times to make such a price adjustment. Whereupon, the new price as shown on the front of the invoice will apply.
3.2. The price applies only to the work and services included in the contract. Services not provided for in the contract are to be regarded as additional work to be paid for on a supplementary basis, even if an overall price has been agreed upon.
3.3. The price is exclusive of VAT, travel costs and other expenses, unless otherwise specified.
3.4. All reasonable representation and operating expenses (such as travel expenses, hotel accommodation, telephone costs, ...) incurred in the performance of the contract will be reimbursed by the customer to TRYGGR & FLEMMING on the basis of an itemised cost statement, to be attached to the invoice.
3.5. Prepayment invoices may be issued at any time and are payable in cash.
4.1. TRYGGR & FLEMMING, as a contractor of work and services, is not liable in this respect and is bound only by a best efforts obligation.
4.2. TRYGGR & FLEMMING may never be held liable for any consequential damage, nor may the customer use this to withhold invoices in the event of an alleged shortcoming.
5.1. Unless otherwise agreed or in the case of prepayment invoices, the price, as invoiced, taxes included, is payable, at the latest 10 days after the invoice date and without any discount, into the TRYGGR & FLEMMING bank account as soon as the invoice has been received. Bank charges are borne by the customer. The fact that the invoice has been sent, by post or by electronic means, (in itself substantiated by its inclusion in the outgoing invoices book) offers proof of its receipt within a reasonable period of time thereafter.
5.2. In the event of a failure to pay, on the invoice payable date, the price, or the outstanding balance thereof, it will be increased by a compensation for damages payment equal to 12% of this price or balance (with the minimum amount set at €125) in order to reflect the resulting inconvenience suffered by TRYGGR & FLEMMING, as well as the administrative costs incurred in this respect. Starting from the invoice payable date, the price or the outstanding balance thereof will also be increased by a contractually agreed late payment interest equal to 1% per month (12% per year). The above-mentioned compensation and contractually agreed late payment interest will be payable by rights without any notice being required. The contractually agreed late payment interest is charged per month commenced.
5.3. A failure to pay, in whole or in part, the price on the invoice payable date means the payable balance for all other invoices, even those that are not due, will become immediately payable, by rights and without any prior formal notice being required.
5.4. Instalments are first of all earmarked for the interest, the penalty payment and the costs and only then to the principal sum of the invoice. If more than one invoice is outstanding, the oldest invoice will be considered first of all.
5.5. Notwithstanding the aforementioned provisions concerning the contractually agreed late payment interest and the compensation for damages payment, if TRYGGR & FLEMMING so chooses, the contract will be dissolved by rights and without notice, provided that the customer is notified of this, at the customer's expense, in the event that no payment is made on the invoice payable date, the customer has not fulfilled the latter's obligations, the customer has been declared bankrupt, has applied for the Law on the continuity of enterprises /collective debt settlement or has been put into liquidation or becomes officially insolvent, without prejudice to TRYGGR & FLEMMING's right to seek further compensation and/or consequential damages if there is just cause.
5.6. All costs and expenses, including attorney's fees, incurred in order to secure payment of the purchase price and its incidentals, may be recovered from the customer In the event of an order to pay the litigation costs, the customer will have to pay the maximum litigation costs in the case in question.
5.7. The parties expressly waive the application of article 1231 of the Civil Code.
6. Force majeure
6.1. The customer is not entitled to withhold (part of) the payment due to TRYGGR & FLEMMING, for any reason whatsoever.
6.2. In the event of force majeure, such as such as a total or partial stoppage of the transport system, illness of TRYGGR & FLEMMING staff, telecommunication problems, operational disturbances, ...., TRYGGR & FLEMMING will invariably be entitled to either suspend its best efforts obligation for as long as the situation of force majeure exists, or, if the force majeure lasts for more than six months, to dissolve the contract by rights, without TRYGGR & FLEMMING being required to pay any compensation in one of these cases.
7.1. If TRYGGR & FLEMMING's confidence in the customer's credit standing is undermined by a court decision against the customer and/or other demonstrable events that call into question and/or render impossible confidence in the proper performance of the latter's obligations (a negative Graydon report, for example), the customer will be required to provide the guarantee(s) required by TRYGGR & FLEMMING.
7.2. Should the customer fail to meet this obligation, TRYGGR & FLEMMING will be entitled to terminate the contract, by rights and without formal notice, without prejudice to TRYGGR & FLEMMING's right to seek further compensation and/or consequential damages, estimated at a flat rate of 75% of the value of the contract (unless proof of greater loss is provided), provided the customer is notified beforehand.
8. Intellectual property
8.1. TRYGGR & FLEMMING is invariably allowed, for publicity purposes, to mention the name of the customer and to describe/show the work carried out, unless this concerns information of a confidential nature and the customer has explicitly indicated beforehand that this confidentiality must be safeguarded.
9.1. In the event of a dispute between the parties concerning the contract (with regard to its origin, continued existence, performance, interpretation, ....), the courts of Antwerp alone have the authority to settle the dispute.
9.2. The contract between the parties, with regard to all aspects thereof (origin, continuation, performance, interpretation, ...) will be governed exclusively by Belgian law.
9.3. TRYGGR & FLEMMING reserves the right to serve a summons for the customer to appear before another competent court.
10.1 Any annulment of one or more provisions in these general terms and conditions will not result in the annulment of the other provisions in these general terms and conditions, nor of the contract. 10.2 The above general terms and conditions apply to all work and services of TRYGGR & FLEMMING, even in the case of a subscription, unless an objection is made within 5 calendar days of receipt, or unless expressly agreed otherwise between the parties.