1. General

These general terms and conditions are an integral part of all the offers and agreements of LenMatec Industrial Services bv, hereinafter referred to as "seller", and this for all deliveries, sales, works and services. The customer acknowledges having received the general terms and conditions and accepts them in full. Only the seller's offer, the agreements signed by it and these general terms and conditions are binding between the parties, to the exclusion of all other documents, such as the customer's own general terms and conditions, in order to provide more clarity and legal certainty to both parties and to avoid future disputes. The agreement between the customer and the seller is only concluded after written confirmation by the seller or by a (partial) execution thereof after the order. This is to provide more clarity and legal certainty to both parties and to avoid future disputes.  

 2. Prices
The price offers are without obligation and have an expressly determined period of validity. After the period of validity has expired, the price offer no longer constitutes an offer and the seller has the right to adjust its offer. The quotation is drawn up on the basis of the information provided by the customer to the seller. The seller is not responsible for the correctness of this information. The prices are quoted in euros and are always exclusive of VAT, taxes, import / export costs and the like (e.g. recupoil etc), assembly costs, installation costs and shipping costs. Any increase in the VAT rate or any other tax of any kind between the order and the delivery will be borne by the customer. The order placed cannot be changed unless a written agreement has been reached between the seller and the customer. In the event of cancellation of the order by the customer, the customer will be liable for a lump sum compensation amounting to 25% of the agreed price. 

 3. Delivery

The delivery is always EX WORKS. The risk and costs pass when the goods are ready in the seller's warehouses, unless otherwise agreed in writing. Transport and any insurance costs are always at the expense of the customer, unless otherwise agreed in writing. If the seller provides the transport, the unloading place, indicated by the customer and not on the public road, must be in such a condition that it is safely accessible to the agreed means of transport, the product to be delivered and the quantity to be delivered, so that unloading can take place without any problems. The delivery must be able to take place uninterrupted and efficiently at the place of unloading. If, due to the fault of the customer, the delivery cannot be started or continued within this period or without additional work, the cost of the additional work, the possible useless travel costs, fines and the unproductive hours of the seller's staff are at the expense of the customer.

The delivery times are only given for information purposes and are never binding. If the delivery is temporarily suspended due to force majeure (such as epidemic, pandemic, strike, riots, floods, weather delays, illness and scarcity of raw materials), the delivery period will be extended without giving rise to any compensation. Unless expressly stipulated otherwise, no form of compensation, nor the termination of the agreement, can be claimed for non-delivery within the agreed period if the delivery does not take place within the agreed period. The delivery periods specified by the seller only commence after written confirmation or after a (partial) execution of the agreement by the seller. The transport is always at the expense and risk of the customer, unless explicitly stipulated otherwise. Visible defects or defects in conformity existing at the time of delivery which the customer can reasonably identify after inspection shall be deemed to have been accepted immediately if the customer is present at the time of delivery. If the customer is not present at the delivery, he must make any objections known to the seller by registered letter within three working days after delivery. No complaint will be investigated or accepted until after the departure of the seller's persons on the spot . Complaints regarding a non-compliant delivery and/or a hidden defect that could not be detected at the time of delivery must be communicated to the seller by means of a detailed registered letter within five working days of the defect being discovered. The processing or commissioning of the materials or goods always counts as acceptance of the hidden defects. In the event of a well-founded complaint, the seller has the right to either carry out the repair of the good, or to replace the good with a similar good. The goods are sent to the seller's registered office at the customer's expense, if applicable. Packaging for which the value is charged separately must be returned in good condition within thirty days following delivery.

4. Exoneration
The seller cannot be held liable for the consequences of a slight, ordinary and/or serious fault on the part of itself and/or its appointees. The seller is only liable in case of intent.

The liability of the seller is in any case limited to the amount (price) included in the agreement concluded between the parties. In addition, the seller can only be held responsible for damage that was directly caused by the delivered goods. The seller can never be held liable for loss of profit, loss of turnover or the like. Under no circumstances can the seller be held liable for damage that occurred or was caused by a careless or incompetent use of the delivered goods. In the event that the seller supplies products which it has obtained from a third party supplier, it will not be obliged to provide a greater guarantee than that to which the third party supplier is obliged in respect of it. The carrier is not responsible for violations of Article 45bis of the Highway Code. If the cargo has been packed, loaded or unloaded in violation of the provisions of the Highway Code, the costs and damages incurred as a result will be borne in full by the packer or the shipper.

5. Retention of Title
All goods delivered by the seller remain the property of the seller until after full payment of the price and of the additional services and costs. If the customer fails to do so, the goods must be returned to the seller immediately upon first request and at the customer's expense, without prejudice to the seller's right to full compensation. In the event that the defaulting customer goes bankrupt, requests the application of the law on the continuity of businesses or has ceased its activities in any other way, the seller reserves the right to claim the goods sold by simple request addressed to the person in possession of the goods in question.

6. Payment
Any dispute regarding the invoice sent must be communicated to the seller by registered or e-mail within eight working days of the invoice date.    

Failing that, there is an irrefutable presumption that the invoice has been accepted. Moreover, protest does not release the customer from his payment obligation. Unless expressly agreed otherwise, all invoices are payable in cash at the registered office of the seller. Any invoice not paid on the due date will be increased, ipso jure and without notice of default, by a conventional default interest, which is equal to the interest rate as determined in Article 5 of the Payment Arrears Act of 02.08.2002, and which will be at least 12%. In addition, in the event of non-payment on the due date, the invoice amount will be increased by 10% without notice of default by way of lump sum compensation. This lump sum is intended to compensate for the extrajudicial recovery costs caused by the non-payment and without prejudice to the creditor's right to claim compensation for other items of damage that are not solely caused by the non-payment. Late payment of one invoice means that other invoices, for which a payment term might have been granted, are suddenly due and payable, without notice of default. If the customer fails to make the agreed payments, even if they are partial payments, the seller is also entitled to suspend the services until the customer has fully fulfilled his payment obligation. The suspension cannot give rise to any compensation from the customer.

7. Dissolution
De verkoper heeft het recht de overeenkomst met onmiddellijke ingang van rechtswege en zonder voorafgaande ingebrekestelling als ontbonden te beschouwen in geval van faillissement, toepassing van de wet op de continuïteit van de ondernemingen of gerechtelijke reorganisatie, toelating tot de collectieve schuldbemiddeling of welkdanige andere vorm van liquidatie van het vermogen van de klant.   

The seller is immediately entitled to payment for all services and goods delivered up to that point, without prejudice to his right to full compensation. The agreement can also be dissolved by registered letter against the customer if, after ten working days following a registered notice of default, the customer fails to pay the overdue invoices, or in the event of any other established contractual default. The dissolution takes place on the date stated on the receipt of the registered mail. In the event of unilateral termination of the contract by the customer or judicial dissolution of the agreement to the detriment of the customer, a fixed and pre-agreed compensation of 25% of the agreed price is due, without prejudice to the seller's right to prove greater damage and to charge compensation for it. This compensation cannot be traced back by the parties and the parties agree that this damage constitutes the actual damage suffered. If the agreement is dissolved by the court to the detriment of the seller, it will owe the customer the same compensation.

8. Privacy
The Seller and the Customer acknowledge that the processing of personal data in the context of their Agreement(s) is subject to Regulation (EU) 2016/679 (GDPR).

The seller has included a privacy statement on its website. Acquaintance with these terms and conditions implies acquaintance with the privacy statement referred to herein..

9. Confidentiality
All information made available to the parties in the context of the execution of the agreement is considered confidential information.

No confidential information may be disclosed to third parties without the written consent of the original owner of the information. The acquirer of the information undertakes to take all necessary measures, in particular with regard to its employees, partners, collaborators and representatives, so that the confidential information transmitted is not disclosed or transferred to third parties.

10. Intellectual Property
The seller or its supplier are and remain at all times the owner of the intellectual property on all submitted products, documents, etc., including copyrights and (other) intellectual property rights on graphic products, equipment, software, documentation and other products – and all changes and additions made thereto – as well as copies of the aforementioned products.

11. Severability
If any provision or part of a provision of these Terms and Conditions, or of any offer, order form or agreement between the Contractor and the Customer, should be void, invalid and/or unenforceable, this shall render invalid and/or enforceable the remaining provisions or parts of provisions of these Terms and Conditions, or of a Quotation, order form or agreement between the seller and the customer.

The provisions of these terms and conditions, or of an offer, order form or agreement between the contractor and the customer that are vitiated by nullity or invalidity, remain binding for the part thereof that is legally permitted. The relevant void, invalid and/or unenforceable provision or part of a provision shall be replaced by operation of law by a valid and enforceable provision or part of a provision that is closest to the intentions of the parties.

11. Forumclause & applicable law
To the exclusion of any other legislation, Belgian law applies to disputes between the parties. The application of the Vienna Sales Convention (CISG) and the International Convention on the Limitation of the International Sale of Movable Property of 14.06.1974 is expressly excluded.

All disputes between parties of any kind, including disputes regarding the application and interpretation of these general terms and conditions, fall under the exclusive jurisdiction of the Antwerp Commercial Court, Hasselt division. However, the seller is always entitled to file a dispute before the court of the customer's registered office/place of residence.