Version of 25.08.2023
1.1 “DB&C°”: the Private limited liability company DB&C°, an enterprise situated in Belgium, 8530 Harelbeke, Vlamingenstraat 35, and registered in the Belgian Crossroad Bank for Enterprises under the enterprise number 0874.697.302, with website www.dbco.be, webshop www.insulshop.eu and e-mail address firstname.lastname@example.org;
1.2 “General terms and conditions”: the present General terms and conditions of DB&C°, applicable to any agreement between DB&C° and the Customer;
1.3 “Goods”: the specific products offered by DB&C° with regard to thermal insulation, insulation covers, flange protection, (heat) inspection and safety;
1.4 “Quote”: overview of the Goods to be delivered by DB&C°, accompanied by a budget/an estimate of the costs, including, if applicable, the costs of design, delivery and installation. A Quote is valid for thirty (30) calendar days, unless otherwise agreed;
1.5 “Customer”: the natural person or legal entity purchasing Goods from DB&C°;
1.6 “Order”: Customer’s request to provide certain Goods against payment, accompanied, if applicable, by their custom design and installation;
1.7 “Contract”: the General terms and conditions, together with the specific agreements between DB&C° and the Customer, constitute the Contract between the DB&C° and the Customer;
1.8 “Intellectual property rights”: all patents, trademarks, copyrights, neighboring rights, software intellectual property, registered and unregistered designs, all rights to inventions, know-how and trade secrets, chip rights, utility models and other rights or forms of protections of a similar nature and/or with similar effects, existing (potentially) anywhere in the world, whether or not they are registered or applied for, whether or not they are being examined or can be applied for;
2.1.The General terms and conditions apply to all Goods, invoices, Quotes, Contracts and other agreements between DB&C°and the Customer.
2.2.An Order with DB&C° implies the Customer’s acceptance of the General terms and conditions both for the first Order and for all Orders placed by Customer with DB&C° at a later date, subject to changes to the General terms and conditions. DB&C° reserves the right to modify its General terms and conditions without personally notifying the Customer and without the possibility for the latter to claim any compensation.
2.3.The General terms and conditions are equally applicable to the benefit of all persons who work or have worked for DB&C° as partners, employees or associates, trainees, consultants, subcontractors or in any other capacity.
2.4.The General terms and conditions are applicable to the exclusion of all other general terms and conditions, whether originating from the Customer or not.
3.1.An Order emerges from a Quote from DB&C° and the subsequent order form from the Customer, or directly by means of such order form. The Order can be considered accepted by DB&C° only after an explicit order confirmation in writing.
3.2.The execution period provided by DB&C° has a purely indicative nature and can never be binding. In case of any delay, there is no possibility for the Customer to claim any damages and/or the termination of the Contract.
3.3.Depending on the nature of the Order (accessory services consisting of the design and/or installation of the Goods pursuant to Article 6 included or not), the size and weight of the Goods, delivery will be carried out by DB&C°’s own delivery service or through an external delivery service.
4.Price, costs and payment
4.1.The prices of the Goods mentioned on the webshop, Quotes, order forms and invoices, are always expressed in EURO and are exclusive of VAT and any other taxes and/or charges, costs and costs of measurement, design, delivery and installation of the Goods.
4.2.Unless otherwise agreed, payments shall be executed as follows:
-If the Order, consisting purely of the delivery of Goods (without design or placement), is the Customer’s first Order with DB&C°, payment of the full amount shall be made before the start of the execution of the Contract, through a pro forma invoice;
-If the Customer is not located in Belgium, payment of the full amount shall be made before the start of the execution of the Contract, through a pro forma invoice;
-In all other cases, invoices are payable within thirty (30) days, starting from the issuance date mentioned on the invoice, unless otherwise indicated.
Payments are made effected by means of the online payment system "Mollie" (for Orders placed on the web shop) or by bank transfer to the bank account with number BE65 0014 6138 2596 (for all other Orders). Payments to intermediaries or third parties are made at the Customer's risk.
4.3.Complaints regarding an invoice must be formulated and substantiated in writing within fifteen (15) working days after the issuance date of the invoice.
4.4.In the absence of timely payment by the due date of the invoice, a default interest of two percent (2%) per month, starting from the due date of the invoice, as well as a fixed compensation amounting to ten percent (10%) of the relevant invoice (with a minimum of 250 EUR), will be charged (and due) automatically and without notice of default. The Customer is not entitled to a set-off or a debt comparison of invoices.
In the absence of timely payment by the due date of the invoice, all amounts owed by the Customer to DB&C° will become immediately claimable.
DB&C° reserves the right to suspend the execution of the Contract until all overdue invoices are paid in full, without the Customer being entitled to any compensation.
4.5.If the Customer consists of several natural persons and/or legal entities, said persons/entities shall be jointly and severally liable for the payment of the amounts due.
5.Retention of title
5.1.Ownership of the Goods shall not be transferred to the Customer until full payment of the amounts due to DB&C°, including the agreed price, VAT and any other taxes and/or charges, costs, costs of any measurement, design, delivery and installation of the Goods, interests and any damages.
5.2.Notwithstanding the above retention of title, risks, including loss, theft or partial or total destruction of the Goods, shall be transferred fully to the Customer from the moment the Goods leave DB&C°’s factory or warehouse, in accordance with the Ex-Works Incoterm.
6.1.Within the framework of the Contract, DB&C° can:
-Conduct heat loss studies and provide corresponding advice;
-Measure heat systems in order to provide the following two accessory services;
-Manufacture, deliver and install standard size Goods;
-Design, manufacture, deliver and install custom-designed Goods.
6.2.The above accessory services are carried out at the request of the Customer at the price determined by means of a Quote from DB&C° and subject to the explicit acceptance by DB&C° through an order confirmation.
6.3.The Customer guarantees the availability of a parking space with a length of at least 6 meters on the days of delivery and installation. If necessary, a parking space shall be reserved with the competent authorities.
If this obligation is not met, the cost of aforementioned reservation, plus an administrative fee of 50 EUR will be charged to the Customer through the invoice.
6.4.In the event that accessory services are provided within the framework of the Contract, the Customer shall be responsible for all assurances, including, but not limited to, assurance for water damage, storm, accidents, fire, civil liability and physical injuries, and, if necessary, all permits.
7.1.Risks, including loss, theft or partial or total destruction of the Goods, shall be transferred fully to the Customer from the moment the Goods leave DB&C°’s factory or warehouse, in accordance with the Ex-Works Incoterm. Thus, the quality, quantity and weight of the Goods are only guaranteed ex-factory or ex-warehouse of DB&C°.
7.2.Where the Order includes accessory services pursuant to Article 6 (design, delivery and/or installation of the Goods), DB&C° shall not be liable for the absence of necessary permits and/or insurances.
7.3.Reservations regarding visible defects must be made by the Customer on taking delivery. These reservations shall be confirmed in writing and substantiated within eight (8) days of receipt of the Goods. In the absence of a reservation on taking delivery, a written confirmation or substantiation, any claim for visible defects is exempted.
Contingent acknowledgement by DB&C° of the non-conformity of the delivered Goods, the obligation of DB&C° is limited in any event to the replacement or reimbursement of the Goods, to the exclusion of any other compensation.
7.4.The contingent liability of DB&C° is limited in any event to a reparation in kind or a compensation that does not exceed the amount effectively paid by the Customer for the delivered Goods.
8.Intellectual property rights
8.1.Unless expressly agreed otherwise in writing, DB&C° shall remain the holder of the Intellectual property rights arising from the execution of the Contract, including (but not limited to) all Intellectual property rights to (the designs of) the Goods.
9.1.DB&C° shall not be liable in any way if it is unable to execute its obligations due to force majeure, without the possibility for Customer to claim any compensation.
10.Termination of the Contract
10.1.In case of persistent payment failure by the Customer, financial difficulties on his part or a change in its legal or financial structure, DB&C° is entitled to terminate the Contract without compensation. In this case, DB&C° is entitled to payment of the Goods already delivered and the accessory services already performed pursuant to Article 6.
10.2.The Customer is entitled to full or partial cancellation of the Order upon payment of a fixed compensation amounting to twenty-five (25%) of the price of the Order, without DB&C° having to prove any damage, in addition to payment of the Goods already delivered and the accessory services already performed pursuant to Article 6.
10.3.If the invoice has already been paid in part/fully prior to the execution of the Contract pursuant to Article 4 in the event of a termination pursuant to Articles 10.1 and 10.2, DB&C° will refund the remaining amount, i.e. the amount reduced pursuant to Articles 10.1 and 10.2, by bank transfer.
11.1.The nullity of one or more provisions of the General terms and conditions does not in itself lead to the nullity of the General terms and conditions.
11.2.Only Belgian law shall apply to disputes concerning the interpretation, execution and/or termination of the Contract.
11.3.All disputes arising directly or indirectly from the General terms and conditions and/or the Contract fall within the exclusive jurisdiction of the courts of the arrondissement West Flanders, Kortrijk division.