Terms and conditions
Article 1. General
1.1. Our deliveries are made solely subject to our general terms and conditions of sale, unless deviating conditions have been established in writing.
1.2. All commercial transactions between
- BV Vytech Menen, with its registered office at 8930 Menen, Krommebeekstraat 15, registered in the Crossroads Bank for Enterprises under no. 0452.502.525
- BV Vytech Duffel, with its registered office at 2570 Duffel, Nijverheidsstraat 18, registered in the Crossroads Bank for Enterprises under no. 0461.173.830
- BV Vytech Zele, with its registered office at 9240 Zele, Warandestraat 4A, registered in the Crossroads Bank for Enterprises under no. 0795.523.130,
hereinafter VYTECH,
and the customer, are governed by these general terms and conditions.
By placing an order, the customer acknowledges having read and accepted these general terms and conditions.
These general terms and conditions always take precedence over any general terms and conditions of the customer. By placing an order with VYTECH, the customer waives the application of their own general terms and conditions.
1.3. A quotation from VYTECH is entirely without obligation and should only be considered an estimate of the prices and the works to be performed by VYTECH.
The agreement between the customer and VYTECH is only established either after written or electronic confirmation of the customer’s order by a person authorized to bind VYTECH, or by the start of execution by VYTECH of the works ordered by the customer, provided no reservation was made.
VYTECH’s representatives/agents are not authorized to enter into commitments on its behalf.
1.4. Any cancellation of the order by the customer must be made in writing. In the event of cancellation of an assignment by the customer, even partial, VYTECH reserves the right to charge the customer a fixed compensation of 25% of the value of the cancelled assignment with a minimum of five hundred euros (€ 500.00), without prejudice to VYTECH’s right to compensation for higher proven damages, such as the cost of materials or goods already ordered.
Article 2. Delivery
2.1. Deliveries are made at the risk and instruction of the buyer.
2.2. Delivery periods are provided for information purposes only and are therefore not binding unless expressly agreed otherwise between the parties. Delay in the execution of the agreement by VYTECH can never give rise to compensation or dissolution of the agreement.
2.3. As a rule, the ordered works and/or goods must be collected by the customer at VYTECH’s premises at the agreed time. If the customer fails to collect the works and/or goods at the agreed time, the risk is deemed to have transferred to the customer from that time. A customer who wrongfully refuses to accept or collect the offered works and/or goods must pay the resulting costs, such as storage and freight costs, regardless of other compensations including the price, interest, and the fixed increase due to VYTECH. If the customer requests VYTECH to deliver the goods and/or works to a location designated by the customer, the goods and/or works are shipped at the customer’s expense and risk, including storage, loading, transport, and unloading.
2.4. In the event that the works must be carried out outside VYTECH’s buildings, the customer must ensure that the works can be delivered by VYTECH in a normal manner at the designated place and time, including ensuring the accessibility of the delivery site. The customer must also provide the necessary electricity, lighting, and water at the delivery site.
Article 3. Complaints
3.1. Any complaints must be made within three days after delivery by registered letter.
3.2. The customer must inspect the works upon delivery and mention complaints regarding visible defects or damage. The acceptance and/or use of the goods and/or works implies approval of the visible defects or damage. In the case of works performed on an installation used by the customer or a third party as part of a production process, the inspection of the works performed by VYTECH presupposes that, prior to restarting or continuing the production process, the customer will not merely visually inspect the works performed by VYTECH on these installations, but will subject the entire production process to a thorough check, paying attention not only to all measurable parameters (such as energy consumption, power, cooling, heat, performance, etc.) but also to the quality of the products resulting from the production process in light of the standards and/or quality tests used by the customer.
3.3. Regarding hidden defects, the provisions of Article 1648 of the Civil Code apply within the framework of VYTECH’s assignments (both for assignments considered as contracting for work and for assignments qualified as a sale).
3.4. Immediately after discovering a hidden defect, the customer is obliged to cease use, processing, or treatment and further to do and refrain from everything reasonably possible to prevent (further) damage. Furthermore, the customer is held to provide all cooperation desired by VYTECH for the investigation of the complaint, including by giving VYTECH the opportunity to conduct an on-site investigation into the circumstances of treatment, processing, installation, and/or use.
3.5. VYTECH’s warranty for hidden defects is valid for a period of 12 months and is always limited to free repair (parts and labor) or replacement of the defective good. This cannot give rise to the dissolution of the agreement or the payment of compensation for any reason whatsoever. This warranty provided by VYTECH will lapse if the customer has the goods repaired by a third party without VYTECH’s prior written consent.
3.6. VYTECH cannot be held liable for:
- defects resulting from the unsuitability of materials and/or raw materials provided or prescribed by the customer respectively;
- defects resulting from improper use or negligence by/on the part of the customer or their personnel;
- defects due to normal wear and tear, incorrect handling, extraordinary load, use of unsuitable equipment, external influences, or damage caused by force majeure.
- differences in color or differences in the dimensions of the good, insofar as these are unavoidable from a technical point of view, are generally accepted, or are inherent to the materials used.
Article 4. Payments
4.1. Invoices are payable in cash in Menen. If invoices are not paid by the due date, interest of 13% shall be due by operation of law and without notice of default from the invoice date. In the event of unjustified non-payment on the due date, compensation of 12% shall be due by operation of law and without notice of default, with a minimum of €25 and a maximum of €1,500. In the event of non-payment of one invoice, all other outstanding invoices become immediately due and payable. Payments are first applied to the accrued interest and compensation and then to the oldest invoice debt.
4.2. Unless otherwise agreed, all invoices are payable without discount on the invoice date. Unless expressly agreed otherwise in writing, all payments by the customer must be made in Euros.
4.3. Protest of the invoicing must be made by registered letter at the latest within fifteen calendar days after the invoice date and in any case before use or resale of the works and/or goods, under penalty of forfeiture.
4.4. The unconditional payment of part of an invoice amount counts as express acceptance of the entire invoice, subject to express reservation.
4.5. Installment payments are always accepted under all reservations and without any prejudicial admission, and are first applied to the collection costs, then to the penalty clause, then the accrued interest, and finally to the outstanding principal sum.
4.6. The provision under Article 4.1 remains in effect if VYTECH were to grant payment terms or payment facilities.
4.7. Non-payment on the due date of one invoice entails the immediate demandability of all other invoices, even those not yet due. All granted payment terms and modalities also lapse. The same applies in the event of imminent bankruptcy, judicial or amicable dissolution, cessation of payment, as well as any other fact indicating the customer’s insolvency.
4.8. Unless otherwise agreed in writing, the work is performed on a time and materials basis and the fees are based on the degree of responsibility of the persons involved in providing the services, their skills, the urgency of the services, and the time spent on the services. The costs include both directly incurred costs, including expenses for third parties, and an amount determined as a percentage of the fee to cover expenses not directly attributable to the assignment.
4.9. Unless explicitly stated otherwise, VYTECH’s prices are stated in EURO. The prices are exclusive of VAT and other taxes as well as delivery, transport, travel and displacement, insurance, and administrative costs. Any increase in the VAT rate between the order and the delivery is borne by the customer.
4.10. Unless otherwise agreed, 30% of the total amount must be paid as a down payment for assignments. Interim invoices may be sent according to the progress of the services provided by VYTECH.
4.11. Any additional services, such as lifts, crane work, power supply and consumption, water supply and consumption, will be invoiced separately. Waiting hours attributable to facts outside VYTECH’s responsibility will be charged.
4.12. Currency fluctuations, increases in material prices, prices of auxiliary materials and raw materials, wages, salaries, social charges, government-imposed costs, levies and taxes, transport costs, import and export duties, or insurance premiums occurring between the order confirmation and the delivery of the services, give VYTECH the authority to increase the agreed price proportionally.
Article 5. Transfer of Ownership and Guarantees
5.1. The sold goods, including parts, remain the property of the seller as long as the buyer has not paid the purchase price, any outstanding interest, etc., namely the full execution of their obligations. Any total or partial alienation of the goods by the buyer, in violation of the seller’s property rights, would constitute a breach of trust (Art. 491 of the Penal Code).
5.2. If VYTECH’s confidence in the customer’s creditworthiness is shaken by late payment or non-payment, by acts of judicial execution against the customer and/or other demonstrable events that call into question and/or make impossible the confidence in the proper execution of the commitments entered into by the customer, VYTECH reserves the right to demand suitable guarantees from the customer. If the customer refuses to comply, VYTECH reserves the right to cancel all or part of the order. In such case, the amount referred to in Article 3 of these general terms and conditions will be due as compensation, without prejudice to the payment of any delivery already partially executed.
5.3. It is expressly agreed between the parties that all goods of the customer located in VYTECH’s warehouses and workshops may be withheld by the latter as a guarantee for the payment of the services due, even for goods already returned. New goods entrusted by the customer for processing are deemed to replace the processed goods already returned. The goods entrusted by the customer for processing are deemed to be part of one and the same indivisible agreement even when this agreement is executed in successive performances.
5.4. Goods delivered by VYTECH always remain the exclusive property of VYTECH until full payment of the price, increased by any costs and interest, even if these goods have been incorporated or modified.
5.5. In accordance with the provisions of the Financial Collateral Act of December 15, 2004, VYTECH and the customer automatically and by operation of law compensate and set off all currently existing and future debts towards each other. This means that in the permanent relationship between VYTECH and the customer, only the largest claim per balance remains after the aforementioned automatic set-off. This set-off shall in any case be enforceable against the liquidator and other concurrent creditors, who will therefore not be able to oppose the set-off carried out by the parties.
5.6. If the order is placed by several persons, each of these persons shall be jointly and severally liable for all the customer’s obligations as they arise from this agreement.
5.7. As security for the payment of the outstanding balance of its invoice(s) or subrogated claims, the customer pledges in favor of VYTECH (i) all current and future claims against third parties, on whatever grounds, and thus not limited to trade claims, (ii) all current and future claims against VYTECH, on whatever grounds, (iii) the delivered goods to which the unpaid invoice(s) relate(s), (iv) all movable tangible and intangible goods belonging to the property of the defaulting customer on the date of registration thereof in the pledge register, as well as (v) all movable tangible and intangible goods that will belong to the property of the defaulting customer just before any opening of an insolvency procedure granted to the debtor. Upon registration of the pledge in the pledge register, at the time of establishing the pledge or later, VYTECH has the right to charge the cost of registration as well as a fixed administrative cost of EUR 40.00 to the defaulting customer.
Article 6. Force Majeure and Unforeseen Circumstances
6.1. Cases of force majeure in the broadest sense of the word release us from our obligations without the buyer being entitled to compensation.
6.2. All circumstances that were reasonably unforeseeable and unavoidable at the time of concluding the agreement, and which create an impossibility for VYTECH to execute the agreement or which would make the execution of the agreement financially or otherwise significantly heavier or more difficult than normally anticipated (such as, but not limited to war, natural conditions, fire, seizure, delays at suppliers, illness, personnel shortage, strike, organizational circumstances), will be considered cases of force majeure and unforeseen circumstances (imprévision). These give VYTECH the right to request the revision and/or dissolution of the agreement by simple written notification to the customer, without being liable for any compensation.
Article 7. Competent Court
7.1. Depending on the seller’s choice, only the courts of the Kortrijk district are competent, unless the buyer prefers the courts of the buyer’s place of residence or the court competent for other reasons.
7.2. With regard to customers who are not established in Belgium, nor have chosen a place of residence in Belgium, the courts of the Kortrijk district are exclusively competent.
Article 8. Subject of the Assignment
8.1. The goods and services are delivered as explicitly stated in the quotation and/or order and subject to any adjustments in the written order confirmation by VYTECH.
8.2. In the event that a fixed price has been stipulated, all changes to the assignment, whether at the customer’s request or as a result of the fact that another execution is technically necessary due to any circumstances, are considered additional work when an increase in costs is associated therewith, and as reduced work insofar as a reduction in costs results therefrom. In the case of reduced work, VYTECH is entitled to compensation of 25% on the price of the reduced work. The additional work and the compensation resulting from reduced work are invoiced accordingly to the customer.
If VYTECH, due to circumstances unknown at the time of the quotation or order confirmation, must perform work under conditions more difficult than were known to it at the time of entering into the agreement, VYTECH is entitled to charge the resulting additional costs to the customer.
8.3. Any advice from VYTECH within the framework of its assignment for the customer is always without obligation and must always be submitted by the customer to a technical advisor appointed by the customer. Consequently, the customer’s decisions are deemed to have been made after consultation with their technical advisor, and the customer is thus solely responsible for, among other things, their decisions that may influence VYTECH’s assignment or the result of VYTECH’s assignment, their production processes including their products, their product applications, their quality tests, their monitoring of production processes, their compliance with any quality standards, their permits, their quality of products and product applications, and their choice of raw materials.
Article 9. Customer's Duty to Inform
9.1. The customer undertakes to provide the necessary assistance to VYTECH in a timely manner, both at the conclusion of the agreement and during its execution, and to provide it with accurate, complete, and reliable data and documents, even if this information comes from third parties. VYTECH does not need to verify the completeness, accuracy, and reliability of the aforementioned data and documents.
9.2. If the works must meet specific standards (such as technical or aesthetic standards), these standards must be mentioned and provided by the customer at the latest at the time of the order, failing which the works will be carried out according to the rules of good craftsmanship.
9.3. The customer will inform VYTECH of any data and/or any development that comes to their knowledge and could have any influence on the execution of the works by VYTECH.
9.4. The customer will provide VYTECH with a copy of the above-mentioned data and documents. The customer undertakes to keep the original data and documents and to store them safely.
9.5. VYTECH may invoice additional fees and/or costs resulting from a delay in the performance of the services due to the customer’s failure to comply with the provisions of this article.
Article 10. Method of Execution
10.1. VYTECH freely determines the manner in which, when, and by whom the services will be performed. The services will be performed professionally and with care based on the information provided to VYTECH by the customer. In order to avoid additional travel time and costs for the customer, the legal additional costs associated with any overtime by VYTECH employees may be passed on to the customer.
10.2. VYTECH employees are and remain VYTECH employee(s) in all respects. Should the customer give instructions to VYTECH employees, this is only possible if these instructions were expressly and in detail determined in the agreement and the instructions do not erode VYTECH’s employer authority in any way, or if the instructions relate to well-being at work, without these instructions being able to intervene in the existing agreements between VYTECH and its employees, which remains the exclusive matter of VYTECH.
10.3. If the works must be carried out outside VYTECH’s buildings, the customer also takes all necessary safety measures to safeguard safety in general at the place where the works must be carried out. In this regard, the customer takes all appropriate prevention measures and ensures that VYTECH is provided with the necessary information within the framework of its business activity relating to the risks and measures regarding the well-being of VYTECH employees during the execution of their work.
Article 11. Suspension or Early Termination of the Agreement
11.1. If the customer fails to fulfill, correctly and/or timely fulfill one or more of their obligations (such as, but not limited to: payment of advance invoices and interim invoices), VYTECH is entitled to suspend the fulfillment of its obligations by operation of law and without prior notice of default until the customer has fully met their obligations. VYTECH also has this right of suspension when, within the framework of another assignment entrusted to VYTECH, the customer does not fulfill their obligations, or does not fulfill them fully, correctly, or timely. This is without VYTECH being liable for any compensation for damage or delay.
11.2. The customer is entitled to terminate the agreement immediately without payment of compensation to VYTECH if: (i) VYTECH seriously fails to fulfill its obligations; and (ii) in the event of a court settlement, bankruptcy, dissolution, or liquidation of VYTECH.
11.3. VYTECH is entitled to dissolve the agreement without prior judicial intervention and without payment of compensation to the customer if: (i) The customer commits a breach of contract despite prior notice of default, such as, but not limited to, providing incorrect or incomplete information to VYTECH and/or failing to pay VYTECH’s invoices; (ii) VYTECH may no longer provide services to the customer due to mandatory provisions imposed on it; (iii) In the event of a court settlement, bankruptcy, dissolution, or liquidation of the customer.
11.4. If the agreement is terminated or suspended, the customer will pay the costs and fees incurred up to that point for the work already performed, increased by the taxes due thereon. The customer will also be held to pay compensation in accordance with Article 3 of these general terms and conditions.
Article 12. Exoneration
12.1. Liability in connection with this agreement is always limited in accordance with what is determined in these general terms and conditions.
12.2. VYTECH is only liable in case of intent or gross negligence.
12.3. If the liability of VYTECH and its employees were proven, its liability is limited to direct damage, excluding indirect damage, such as, but not limited to, lost profit, financial or commercial losses, production loss, business interruption, increase in general expenses, increased administrative costs, loss or damage of data, loss of contracts, disruption of planning, disruption in production processes, immaterial damage, and loss of clientele.
12.4. VYTECH is not liable for damage to third parties, such as the customer’s neighbors, and does not need to indemnify the customer in this hypothesis.
12.5. If the liability of VYTECH and its employees were proven, then its liability is limited to the amount that VYTECH will receive from its business liability insurer up to a maximum amount equal to the invoices due to VYTECH for providing its services and with the return of the delivered materials.
12.6. If the services relate to periodic monthly, quarterly, or annual work, VYTECH’s total liability, as defined above, will be limited to 1 time the invoices due for the periodic work performed over the last year.
Article 13. Indemnification
If the customer fails to fulfill one of their obligations under this agreement and as a result a third party has brought or threatens to bring a claim against VYTECH, the customer shall indemnify and hold VYTECH harmless for all loss, damage, expenses, and liability incurred by VYTECH, resulting from, arising out of, or related to the relevant failure and claim.
Article 15. Intellectual Property Rights
15.1. VYTECH retains ownership of every intellectual property right in connection with the result of its services, and also retains the title of ownership of its working documents (studies, plans, documents, sketches, drawings, samples, and (preliminary) designs). The customer will acquire the title of ownership of the product of the services in their tangible form upon payment of the invoices. Within the framework of its services, VYTECH is authorized to use, develop, and share knowledge and experience gained during its services.
15.2. Regardless of the form in which or the medium on which the outcomes of the services are provided by VYTECH to the customer, these outcomes are intended exclusively for the customer themselves and may not be copied, referred to, or disclosed, either in whole or in part, without VYTECH’s prior written consent, unless required by Belgian laws and regulations (in which case the customer must inform VYTECH in advance). The mention of VYTECH’s name and the use of its logo, in whatever form or on whatever medium, is not permitted without VYTECH’s prior written consent.
15.3. The customer is liable for any misuse and VYTECH reserves the right to demand compensation from the customer. This amounts to a fixed 10% of the value of the assignment and without prejudice to VYTECH’s right to claim higher proven damages. The above-mentioned documents must also be returned at VYTECH’s first request.
Article 16. Non-solicitation
16.1. The customer is prohibited from contracting directly or indirectly with VYTECH personnel, or attempting to do so, during the duration of the cooperation with VYTECH, as well as for 24 months after the end of this cooperation. If there are multiple contractual relationships between VYTECH and the customer, the longest-running contractual relationship will be taken into account for the application of this article.
16.2. The solicitation referred to is permitted if the customer has obtained VYTECH’s prior, express, and specific written consent regarding the hiring of one or more named VYTECH personnel members. VYTECH may attach conditions to this consent if necessary.
16.3. The damage VYTECH suffers in the event of a violation by the customer of this non-solicitation clause is contractually fixed at the total gross remuneration excluding employer’s charges of the solicited personnel member during the period of 12 months preceding the solicitation, without prejudice to VYTECH’s right to prove and claim higher damages.
16.4. For the prohibition described in this article, the customer shall also include all companies associated with the customer in accordance with Art. 11 of the Companies Code. Within the framework of this article, the term ‘personnel’ means all personnel in employment, or other persons such as ‘freelancers’ and subcontractors, with whom VYTECH worked sustainably at any time during the period of 12 months preceding the solicitation.
Article 17. Severability
The possible nullity of one or more provisions of these general terms and conditions does not affect the applicability of all other provisions. In the event of the nullity of a provision, VYTECH and the customer will, as far as possible and according to their loyalty and conviction, negotiate to replace the void provision with an equivalent provision that corresponds to the general spirit of these general terms and conditions.
Article 18. Applicable Law
Belgian law applies, to the exclusion of the rules of the Vienna Sales Convention.