Ageneral terms and conditions of sale of R&B BUILDERS AND CONSTRUCTORS BV/SRL (hereinafter the "Seller")

Article 1 - General

Buyer means the person who validly represents a legal entity or its own company or a Consumer-Buyer within the meaning of Article I.1, 2° of the Code of Economic Law and who agrees to the Seller's order form, offer or service agreement.

These general terms and conditions apply to all contracts drawn up by the Seller for the sale of goods or services, including any ancillary services. These terms and conditions exclude, in the absence of written acceptance, all general and special conditions printed on Buyer's or contractors' documents.

The order constitutes the contract and expresses the Buyer's irrevocable consent.

The contract must specify the material (using the coding elements of the product sheet) or service (details of services, due date, down payment, etc.), quantities, deadlines, location and, if applicable, the delivery schedule desired by the Buyer.

Subject to proof to the contrary, the Buyer acknowledges having received and taken cognizance of a copy of these general conditions of sale.

These terms and conditions can also be consulted on the Seller's website -. https://www.rbbuilders.be/algemene-verkoopsvoorwaarden 

If any of the provisions of the General Conditions should be declared inapplicable or invalid for any reason, such inapplicability or invalidity shall not affect the application or validity of the remaining provisions of the General Conditions.

The annulment of one of the clauses in the general conditions does not affect the validity of the rest of the contract.

Article 2 - Order

All orders are established only upon written confirmation by the Seller

Any change to the order by Buyer must be communicated in writing and must be expressly accepted in writing by Seller.

The Buyer is deemed to know the properties, technical characteristics etc. of the good or service. He chooses the type of material or service according to his needs and under his sole responsibility.

The Buyer acknowledges that it has been fully informed of the characteristics of the goods and/or services and requires no further information.

Prices stated in Seller's quotations shall remain valid for thirty (30) days from the date of the quotation, unless otherwise specified. Prices are subject to revision. Any change in taxes, social charges, wage scales, raw material prices and supplier prices that occurs between the order and its execution or during the execution of the order may automatically and without prior notice result in an adjustment of the originally agreed price.

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Article 3 - Delivery

Delivery times can be changed by mutual agreement.

The Seller may, if it is unable to execute the order or accepted service or perform it within the stipulated time due to force majeure, suspend its execution or terminate the contract, without being liable for any compensation. 

The material and goods delivered, including those shipped carriage paid, shall travel exclusively at the expense, risk and peril of the Buyer or consignees. In case of loss, delay or theft, the Buyer or consignee must assert its rights with the company in charge of transportation and the Seller cannot be held liable for the loss, delay or theft. The goods shall be deemed approved at our warehouses prior to shipment.

At Buyer's request, the equipment may be installed by Seller for payment at the rates in effect at the time the contract is made.

The Buyer is obliged, at its own expense and risk, to inform the Seller of all relevant details (including the layout of the premises, opening hours, etc.) and to provide suitable premises with all necessary installations and connections.

Article 4 - Complaints

All complaints about the goods and deliveries must be sent by registered mail within 10 working days of receipt of the goods and deliveries.

Unless the Buyer expressly objects by registered letter within 3 business days of the Seller's installation, the installation shall be deemed to have been performed in accordance with the Buyer's order and according to the rules of the trade.

Article 5 - Prices, deadlines and delays in payment

The applicable prices and rates are in effect at the time of the conclusion of the contract, which the Buyer acknowledges to have taken note of and accepted.

All invoices are payable in euros, cash or according to the payment term specified on the invoice.

In the event of non-payment of the invoice on the due date, the Seller reserves the right, without prior notice or compensation and without prejudice to all rights, to suspend the ongoing performance and to demand payment of all amounts due by operation of law and without other formalities.

Any invoice or amount unpaid on the due date shall be increased by right and without prior notice by the legal interest rate for late payment in commercial transactions from the due date of the invoice until payment in full.

Any amount unpaid on the due date shall automatically and without prior notice result in the payment of a lump-sum indemnity of 15% of the amount in principal, interest and costs, with a minimum amount of 150 €, without prejudice to possible legal costs.

Furthermore, in the event of non-payment on the due date, all unpaid invoices shall become immediately due and payable in full by operation of law and without notice of default.

In addition, payment of invoices shall in no event be conditioned upon the installation or operation, if any, of particular equipment. The Seller is not involved in any dispute between an installer and a client or other party.

Article 6 - Possible right of withdrawal

If the Buyer is a Consumer-Buyer and the contract is concluded without the physical presence of the Seller and the Consumer-Buyer, the latter has a right of withdrawal of fourteen (14) days in accordance with the provisions of Article VI. 47 of the Code of Economic Law.

In this case, no services may be provided during this period. If the Consumer-Buyer wishes to commence performance before the expiration of this period, he must expressly request this in writing from the Seller. If the Consumer-Buyer decides to exercise his right of withdrawal after the commencement of services, he shall be liable for compensation in proportion to what has been delivered by the Seller up to the time the Seller was informed of the exercise of the right of withdrawal. In accordance with Article VI. 51 of the Economic Code, the amount shall be calculated on the basis of the contractual price.

To exercise his right of withdrawal, the Consumer-Buyer may unambiguously communicate his decision to withdraw from the contract concluded with the Seller.

Article 7 - Breach of contract

In case of unilateral breach of contract by the Buyer, the Seller reserves the right to claim a lump sum compensation equal to 20% of the total amount of the order. In case of force majeure, the Consumer-Buyer may rescind the contract without compensation. 

Reciprocity clause in the case of Consumer-Buyers: except in cases of force majeure, in the event of non-performance by the Seller of any obligation under the contract that causes damage to the Consumer-Buyer acting for non-professional purposes, the Seller shall, upon receipt of a notice of default to which it has not responded for fifteen days, owe the Consumer-Buyer compensation equal to 20% of the total amount of the order.

Article 8 - Express resolutive clause

If the Buyer fails to fulfill any of its obligations, however minor (especially in the case of late payment), and if it does not remedy this situation within 8 days of the notice of default, the Seller has the right either to demand performance of the contract or to rescind the sale to the Buyer's detriment.

In this case, the Seller may claim liquidated damages of 20% of the total amount of the sale.

In the latter case, the Buyer is obliged to return the goods to the Seller at its own expense within 48 hours of the termination of the contract.

If the Buyer fails to do so, the Seller is entitled to take back the goods (or have them taken back) without further formality and at the Buyer's expense.

The foregoing provisions are without prejudice to all other rights of the Seller and the right to claim actual damages.

Article 9 - Retention of title.

The Seller retains its title to the goods sold until full payment of the price, including any extras (costs, interest and penalties). Consequently, the Buyer is expressly prohibited from selling, transferring, pledging or generally disposing of the goods that are the subject of the contract before the account has been settled.

The Buyer is solely responsible for the loss, even by accident or force majeure, of the material sold.

The Buyer agrees to notify the Seller of any seizure by a third party of the material sold whose price has not been paid in full.

Similarly, the Buyer agrees to notify the Seller immediately if the delivered and unpaid material is located in premises rented by the Buyer.

Buyer agrees not to alter, remove or distort the signs, marks, numbers or other identifiers of the equipment, parts and/or services.

Article 10 - Warranties and liability

The warranties of the material supplied by Seller are limited to those of its suppliers.

The services specified in the contract are performed by the Vendor as a resource commitment, at most as a safety commitment, according to knowledge and within existing technical limits.

In case of misuse of the material, lack of maintenance or fall of the material, the Buyer can under no circumstances hold the Seller liable for defects in the material.

Article 11 - Intellectual property

The Seller's creations (computer media, analyses, logos, software, office tools, documentation, etc.) are protected by intellectual property laws and remain its full property unless expressly provided otherwise.

These creations may only be used by the Buyer within the framework of the reciprocal agreements and only on Belgian territory, unless expressly authorized otherwise.

Without the prior written consent of the Seller, the Buyer shall not directly or indirectly, in whole or in part, reproduce, adapt or modify, market or distribute the computer media, writings or other means made available to its personnel or to third parties.

The Seller represents that it owns the intellectual property rights relating to the products and services sold and made available to the Buyer or that it has obtained from the third party owner a right of regular use of the latter.

Article 12 - Disputes and claims

All disputes regarding invoices must be addressed to the Seller's registered office in writing and by registered mail within 10 working days of receipt of the invoice (date of postmark as proof), under penalty of inadmissibility.

Disputes relating to the services ordered must be submitted by registered letter to the Seller's registered office within 8 working days of execution, failing which they shall be inadmissible.

Claims for hidden defects must be submitted by registered mail to the Seller's registered office within a maximum of 30 days from the date of receipt of the material sold.

the Seller shall have sole authority to declare claims for hidden defects founded. If the claims are upheld, the Seller has the choice between a price reduction or replacement of the material.

In case of any visible defect or non-conformity of the material delivered, duly checked and accepted by the Seller, the Buyer may, at the Seller's option, obtain a free replacement or refund of the material, to the exclusion of any compensation.

Article 13 - Transfer

Except with the prior written consent of the Seller, the agreement and/or the rights and obligations set forth therein are not assignable by the Buyer in whole or in part.

If the Seller has previously consented in writing to an assignment of a contract on behalf of the Buyer, the Buyer who is the assignee agrees to pay the Seller jointly and severally with the assignor for all amounts owed by the assignor in principal or accessory under the assigned contract on the date the assignment in question becomes effective.

Article 14 - Jurisdiction and applicable law.

In case of a dispute, only Belgian law shall apply and only the courts of the Brussels area shall have jurisdiction to settle the dispute.

Only the Dutch text is binding.