TERMS AND CONDITIONS FLOW EVENT SOLUTIONS BV
Article 1 - Introduction
- These general terms and conditions (GT&Cs) apply to the development, interpretation and execution of every agreement between FLOW EVENT SOLUTIONS BV, hereinafter referred to as FLOW, with company number 0747.723.708, with registered office at Berthoutstraat 2, 2570 Duffel, and the principal, and also to every quotation issued by FLOW.
- By placing an order or accepting a quotation, the principal acknowledges having taken due note of these GT&Cs and that it accepts them.
- Any derogations from the GT&Cs are only valid if they have been expressly accepted in writing by FLOW. FLOW hereby expressly rejects the applicability of general or specific terms and conditions of the principal. In any event, the GT&Cs of FLOW shall take precedence over the principal’s terms and conditions at all times.
- Unless otherwise provided in these GT&Cs, written correspondence shall include any form of written correspondence, including electronic correspondence by email.
- Prices listed in catalogues, brochures or promotional material are purely indicative and may be changed at any time. No claims may be formulated by the principal in respect of FLOW for price differences between prices stated in catalogues, brochures or promotional materials and the price on the invoice. Under no circumstances can such a price difference be invoked by the principal as the reason for cancelling an order.
- Waiver of any right in the GT&Cs is not suspected, but may only be apparent from an express written confirmation of waiver by FLOW.
- The nullity of any clause of the agreement does not prejudice the other provisions of the agreement.
Article 2 - Establishment of the agreement
- The agreement between FLOW and the principal is concluded a) if FLOW has submitted a quotation for execution to the principal in advance, at the time that the principal has given FLOW its unconditional consent to this quotation in writing and within the set term, b) if the principal has placed an order without a prior quotation from FLOW, at the time that FLOW unconditionally accepts this order and has delivered this acceptance to the principal in writing.
- Quotations may be amended or withdrawn by FLOW as long as FLOW has not received written confirmation of this quotation.
- Quotations remain valid for a maximum of 30 days from the time they are submitted to the principal.
- Quotations are based exclusively on the information that the principal makes available to FLOW at the time of the request.
- Quotations and order forms may also be sent and received by regular post, as well as by email and fax.
- Any cancellation of an order or agreement must be made in writing by the principal. It is only valid subject to written acceptance thereof by FLOW. In the event of cancellation, the principal shall owe FLOW a fixed compensation of 25% of the price of the total order with a minimum of EUR 100.00, in addition to the amounts already invoiced and without prejudice to the right on the part of FLOW to claim the losses actually sustained.
Article 3 - Execution of the agreement
- The principal must provide FLOW, in due time and free of charge, with all data and information necessary for the execution of the agreement, including in any case and not exhaustively: technical data, computer applications, computer files, documentation, test data, work descriptions and/or other relevant matters. The principal is responsible for and guarantees the accuracy of the data and information referred to above. Furthermore, the principal is responsible and accepts the risk of potential problems and/or claims arising from the content, inaccuracy, completeness and consistency of the data, information and materials provided.
- If information necessary for the execution of the agreement is not made available to FLOW, not in due time or not in accordance with the agreements, or if the principal and/or its suppliers do not fulfil its/their obligations in any other manner, including but not limited to, insufficient cooperation and/or deployment, FLOW has the right to suspend the fulfilment of its obligations upon notice and simple notification by FLOW, without FLOW being held liable for any compensation for damages.
- Delivery and/or execution periods are indicative only and not binding unless expressly agreed in writing. Any breach of the terms shall not give rise to the partial or full dissolution of the agreement or to any compensation for damages.
- Additional work not stated in the quotation or order form shall in principle be recorded in writing and signed by both parties. It shall, in any event, be charged separately, based on the materials used and the working hours worked.
- Changes to the order of any nature whatsoever by the principal after the agreement has been concluded must be notified by the principal to FLOW in due time and in writing and must be accompanied by a clear description of the work to be carried out. Such changes shall be invoiced to the principal as an additional charge.
- FLOW reserves the right to carry out additional work that was not specified in the agreement initially concluded between the parties and to charge this to the principal, insofar as this work is necessary for the proper execution of the order, all in the interest of the principal. The principal shall be informed without delay of this additional work and its cost.
- Subscriptions for web pages, hosted under the project domain, are automatically extended by one year, without prior notification, with the exception of cancellation by the principal by registered letter, no later than two months before the expiry date of the subscription.
Article 4 - Force Majeure
- Force majeure on the part of FLOW shall in any case apply if, after the agreement has been concluded, FLOW is prevented from fulfilling its obligations under the agreement or the preparations thereof in full and/or in due time as a result of, among other things, fire, water damage, flooding, natural disasters, weather influences, strike, sit-in, import and export restrictions, government measures, failure to obtain necessary permits, defects to machines, disruption to the supply of energy, failure to deliver on time sold goods or raw materials and/or auxiliary materials required for this, etc.; everything both in the company of FLOW and with third parties from whom FLOW has to purchase all or part of the goods and/or required materials, raw materials or services, as well as during storage or during transport, whether or not under own management and furthermore due to all other causes, beyond the fault or risk of FLOW.
- In the case of force majeure, FLOW is, at its option, entitled to cancel the agreement without judicial intervention or to suspend the time of service and/or delivery until the time at which the force majeure ceases to exist, without the principal being able to claim any compensation. All costs incurred by FLOW until then shall be immediately and fully claimable.
- In the case of force majeure, the party suffering the disadvantage of such force majeure shall immediately notify the other party by registered letter, and in any event within eight days after the force majeure arose. This notification must contain all the necessary facts to enable the other party to establish the existence of the force majeure. As from that moment, the execution of the obligations that are affected by the force majeure is suspended for the duration of the force majeure. The party adversely affected by the force majeure shall make every effort to reduce the delay to a minimum and shall inform the other party of the measures taken to this end. The parties have the possibility of terminating the agreement, without any compensation from one party to the other if the force majeure persists or it is established that it shall continue for a period of at least 90 days.
Article 5 - Complaints
- Complaints about delivered materials, insofar as these concern visible defects, must, under penalty of forfeiture of recourse, be notified in writing to FLOW within 48 hours of receipt of the materials. Complaints about work carried out, insofar as this concerns visible defects, must be communicated in writing to FLOW no later than upon delivery, under penalty of forfeiture of recourse. If no formal delivery has been provided for, complaints regarding visible defects of the work carried out must be notified in writing to FLOW, under penalty of forfeiture of recourse, within 48 hours after the termination of the work.
- FLOW must be notified of any hidden defects in materials delivered and work carried out, under penalty of forfeiture of rights of recourse, within a period of 48 hours from the time when the principal has discovered or could reasonably have discovered the defect. This notification must be made by registered letter, also under penalty of forfeiture of recourse, and must contain a detailed description of the defects.
- FLOW shall investigate the merits of complaints about materials supplied and work carried out as soon as possible. The principal shall cooperate fully in this regard.
- If, in the opinion of FLOW, a justified complaint has been made about materials delivered or work carried out, and the principal, also in the opinion of FLOW, has been able to provide sufficient evidence that the defect indeed already existed at the time of delivery or performance of the work, FLOW shall at all times at its own discretion a) be able to replace or redo, free of charge, the defective materials or the work performed, or part thereof, b) repair the defect or the defective part of the materials, c) reimburse the purchase price of the defective materials to the principal, without the principal being entitled to compensation.
- FLOW accepts no responsibility whatsoever for defects caused by or arising from the delivered goods due to the fault or actions of the principal or third parties, due to a lack of maintenance, or due to external causes. Neither does FLOW accept any liability for minor differences in colour or dimensions of the goods delivered, insofar as these were unavoidable, are generally accepted or are inherent to the materials used.
- FLOW is also not liable for printing, writing and/or calculating errors and/or ambiguities in orders, order confirmations, order forms and/or prospectuses, nor for the consequences thereof.
- Complaints about invoices must be notified in writing to FLOW within eight days of receipt of the invoice, under penalty of forfeiture. In the absence of timely objection to the invoice, the invoice is regarded as having been accepted by the principal.
- Under no circumstances whatsoever does a possible complaint, neither with regard to materials delivered, nor with regard to work carried out, nor with regard to invoices, entitle the principal to suspend its obligations under the agreement, nor to demand the dissolution of the agreement.
Article 6 - Liability
- The liability of FLOW regarding the materials supplied and work carried out is limited to the provisions of Article 5.4. In particular, FLOW is not liable for or obliged to compensate any immaterial, indirect or consequential damages, including but not limited to loss of profit or income, loss of turnover, production restrictions, administration or personnel costs, an increase in general costs, loss of clientele or claims of third parties, except in the case of fraud, wilful intent or gross negligence.
- FLOW is not liable for defects that have arisen after the delivery of the materials or the execution of the work as a result of abnormal weather conditions, normal wear and tear, improper use, lack of care, or modifications made by the principal or third parties.
- Without prejudice to the application of the other paragraphs in this Article, and specifically with regard to the execution of works involving the application of stickers or lettering, FLOW shall not be held liable for any damage to the paintwork or to other parts of vehicles or other goods brought about by the removal of said stickers or lettering.
- If there is liability, FLOW is never obliged to pay a higher amount of damage than the invoice amount (excluding VAT) of the work to be carried out, or a proportional part thereof. If FLOW is insured for the damage in question, the liability of FLOW shall be limited to the amount that, in the case in question, shall be paid by the insurer pursuant to the policy.
- The liability of FLOW for attributable failure to fulfil the agreement shall only arise if the principal immediately gives written notice of default to FLOW, setting a reasonable period for remedying the failure, and FLOW continues to fail imputably to fulfil its obligations after that period. The notice of default must contain as complete and detailed a description of the failure as possible so that FLOW is given the opportunity to react adequately.
- Any claim for damages against FLOW expires by the mere lapse of three months after its occurrence, or earlier if this is provided for by law.
- In the event of damage to or loss of equipment made available to the principal by FLOW, such as (but not limited to) tablets, smartphones, GPS, laptops, projectors, etc., any damaged or lost object shall be charged to the principal at the current purchase price.
Article 7 - Payments
- The principal agrees that FLOW shall issue invoices digitally by email message.
- All invoices must be paid by the principal within 30 days of the invoice date unless agreed otherwise. The due date is always stated on each invoice.
- If payment is not made on time, the principal shall automatically and without prior notice of default owe 10% annual interest on the invoice amount; the invoice amount shall also automatically and without prior notice of default be increased by a fixed compensation equal to 15% of the invoice amount, with a minimum of EUR 100.00. All this subject to the right of FLOW to claim any additional compensation from the principal, including the judicial and/or extrajudicial costs reasonably incurred.
- In the event of non-payment, FLOW shall be entitled to suspend the work immediately and to terminate the agreement if the principal subsequently remains in default. However, if the principal settles the overdue amounts before the agreement is dissolved, FLOW shall only resume the delivery of services after the principal has paid a one-off compensation of EUR 50.00.
Article 8 - Applicable law and competent courts
- The legal relationships under application of the GT&Cs are exclusively governed by Belgian law.
- Disputes may only be settled by the Courts of the district in which the registered office of FLOW is located.