Bridgeneers is the company name of Absolute BV, Absolute Zulu BV and Lake Nimble BV. Hereinafter always referred to as 'Bridgeneers'. In these General terms and conditions, the following terms mean:
Services: the services Bridgeneers offers.
Products: the materials, printing work, etc. Bridgeneers uses for the aforementioned services and/or which it sells.
Only these terms and conditions govern the contractual relationship between Bridgeneers and the customer, who on signing the agreement/quote acknowledges to wholly accept these terms and conditions. If an explicit written preference is given to a deviation from these terms and conditions or to a special agreement, these terms and conditions will continue to apply at least in an additional manner.
2.1. Quotes are made subject to all rights and are without obligation on the part of Bridgeneers. Quotes always only apply for the time specified in the quote, in principle 30 days after it was drawn up. Orders, agreements or other arrangements are only valid if confirmed in writing by the customer and an authorised person at Bridgeneers.
2.2. The signer of an agreement/ quote for the customer commits himself jointly and severally with the legal entity in whose name he is acting.
2.3. Any cancellation of the agreement by the customer must be made by registered letter. It is only valid subject to express acceptance by Bridgeneers. In the event of acceptance of the cancellation, the client shall, in addition to the compensation of the services already provided, owe fixed damages of 25% of the price of the order or the contracting, unless Bridgeneers proves higher damages.
2.4. It is agreed between the parties that, contrary to the Belgian Civil Code, the customer has no right to unilaterally terminate the agreement in case of the contracting of works (services).
3.1. Bridgeneers spends the necessary attention on the execution of the entrusted commissions and must provide a best-efforts obligation. The terms of delivery and/or performance are only given by way of information and are therefore not binding for Bridgeneers, unless explicitly agreed otherwise between the parties. However, delays in the delivery and/or performance can never give rise to penalties, damages, dissolution of the agreement or refusal to accept the product.
3.2. At each stage of the performance of the agreement, the customer shall provide Bridgeneers with all data deemed necessary for the performance of the agreement in due time. If these necessary data are not provided to Bridgeneers in time, Bridgeneers has the right to suspend the performance of the agreement and/or to invoice the customer for the extra costs resulting from the delay.
3.3. Partial deliveries and/or performances are allowed. Bridgeneers reserves the right to invoice these partial deliveries and/or performances as the works progress.
4.1. The agreement is reached at the prices specified in the agreement or signed quote and the method of payment provided therein, subject to mutually agreed deviations from the original quote that were confirmed by Bridgeneers. However, the price can be increased if between the period of entering into the agreement and/or the agreement/quote and the date of delivery of products and/or services, wages or other components that may affect the price (e.g. tax rates, social security charges, transport costs, raw material prices, energy costs, exchange rates, etc.) increase.
4.2. All prices are exclusive of VAT and other costs (transport, packaging, insurance, import and export taxes, etc.), unless explicitly specified otherwise. The VAT is payable by the customer.
5.1. Bridgeneers' invoices are, subject to written provisions to the contrary, payable in cash at its registered office.
5.2. Any invoice, the amount of which has not been settled or has not been settled in full on the due date, shall be increased by operation of law with fixed and irreducible damages to the amount of 10% of the amount due, with a minimum of €150.00, without prior notice of default being required. Moreover, interest on arrears shall be payable by operation of law at the legal interest rate in accordance with the Act of 2 August 2002 on arrears in payment in commercial transactions, without prior notice of default being required. Every started month is considered a full month. Partial payments shall first be used to cover costs, interest and damages and shall then be deducted from the principal balances.
5.3. In the event of non-observance of the agreed terms of payment, all outstanding invoices and/or debts become immediately due and payable and Bridgeneers has the right, without any notice of default or recourse to the courts, to suspend further deliveries and/or performances or to consider the agreement as dissolved, without prejudice to its claim for full compensation.
5.4. Without prejudice to the provisions in article 7, the customer must, in case of dispute, protest Bridgeneers' invoices by registered letter within 8 calendar days following their receipt, at the risk of forfeiting all rights
If Bridgeneers is unable to perform the order due to force majeure, which includes accidents, war, strikes, bankruptcies, lockouts, riots, delays at suppliers/third parties, lack of (transport) material, natural phenomena, etc., Bridgeneers has the right to terminate the agreement without paying any damages to the customer.
The customer indemnifies Bridgeneers against any claim from third parties, among others as a result of orders placed on behalf of the customer, even after termination of the agreement or bankruptcy.
7.1. All complaints in connection with the services/products/publications delivered must be reported by registered letter within 8 calendar days after delivery of the products, if the defects are visible, at the risk of forfeiting all rights. The conformity of the delivery with the order must be checked upon receipt. Invisible defects must, at the risk of forfeiting all rights, be notified by means of a registered letter within 8 calendar days after the discovery thereof.
7.2. In case defects occur and they are reported on time, Bridgeneers has the choice to repair the defects in accordance with the agreement/quote or to pay damages.
7.3 The damages to which Bridgeneers may be liable based on this agreement, regardless of the cause, nature or object of the claim, shall not exceed 20% of the invoiced value of the agreement/quote. In case the customer believes he can claim such compensation, he must prove the defects and his damage according to the rules of due process. He is not allowed to withhold or postpone payment of outstanding invoices.
7.4. However, Bridgeneers cannot be held liable for: defects or damage caused by an accident, careless use, use for purposes for which the products are not intended;
consequential damages and/or any form of indirect damage, including loss of use and profit.
8.1. The customer only becomes the owner or receives the right to use the delivered products and/or services once he has fulfilled all his obligations towards Bridgeneers. Until that time, the customer is not entitled to pledge the delivered products and/or services or to use them as security in the broadest sense.
8.2. Bridgeneers is at all times entitled to refer to the delivered services and/or products as a reference for promotional purposes, stating the customer's identity data, unless explicitly agreed otherwise. Bridgeneers may provide its work with an identifying mark.
8.3 Remain the property of Bridgeneers and are protected by copyright, unless otherwise agreed in writing: all documents provided to the customer before or after reaching the agreement, including printing plates, software and source code, master tapes and films, digital files, rights and the right to use all photos and illustrations, original drawings, the rights to reprints of delivered printed matter, the rights to the texts delivered by Bridgeneers. They may not be used, duplicated, transferred or brought to the attention of third parties without Bridgeneers' permission.
8.4. All printed matter, films, images, sound material and other services delivered by Bridgeneers are also indivisible. They may therefore only be used in their original form. No parts may be used separately and no changes may be made without Bridgeneers' prior written consent.
Bridgeneers is entitled, in case of unforeseen circumstances, to make changes to the agreement and/or to the agreed price.
10.1. These general terms and conditions of sale do not in any way affect Bridgeneers' right to exercise all other legal or contractual rights to which it is entitled.
10.2. The customer is forbidden to transfer his rights and obligations under the agreement reached with Bridgeneers without Bridgeneers' prior written consent. Any unauthorised transfer shall be null and void.
10.3. Any failure by Bridgeneers to demand the execution of the provisions of these general terms and conditions of sale shall not constitute a waiver of the application of this or any other provision. The invalidity of one or more provisions of these general terms and conditions of sale does not affect the application of the other provisions.
11.1. This agreement is governed by Belgian law and the courts of the district of Leuven have jurisdiction, without prejudice to Bridgeneers' right to take legal action before the courts of the customer's jurisdiction.
11.2. All costs related to the collection by legal means, including fees, shall be borne by the customer.