1.1 Applicability: The parties expressly agree that the present general conditions exclusively govern all their contractual rights and obligations, excluding all others as stated in the customer’s order vouchers.
1.2 Only amendments that are expressly accepted by N-ICE CLEAN in writing are valid.
1.3 Offers: Irrespective of the form in which they are made, all offers made by N-ICE CLEAN are without obligation. Offers remain valid only if accepted in writing by the customer within 15 calendar days.
1.4 Amendments to offers are binding on N-ICE CLEAN only if confirmed by N-ICE CLEAN in writing.
1.5 The customer and/or Principal may cancel an order only within 8 days following signature of the order voucher and only with our consent, subject to damages. In that case, the customer will be liable in damages towards N-ICE CLEAN in an absolutely inclusive minimum sum of 20% of the total value of the order, or at least the maximum permitted by law.
1.6 All stated performance and delivery periods are given purely for guidance and will be honoured only insofar as possible. No delay whatever in delivery entitles the customer to damages or to rescind the agreement or order.
1.7 Price: All prices advised by N-ICE CLEAN exclude VAT and take account of the situation applicable at the time they are quoted. N-ICE CLEAN is entitled to increase the original price accordingly in the event of a subsequent increase in one or more cost price factors such as procurement prices, wage costs, taxes, social security contributions, freight, insurance, changes in exchange rates, etc. Prices lists, tariffs, etc may be altered at any time without prior notice and replace these previously applying. They cannot be regarded as an offer.
1.8 Insurance: Every despatch is made at all times at the Principal’s risk and expense, including packaging, transport, etc. N-ICE CLEAN is no longer liable for loss or damage sustained by goods as soon as they have left its office or stores. N-ICE CLEAN will not effect a goods-in-transit insurance for the Principal on articles regarding which it makes an agreement with the Principal, unless expressly requested by the Principal beforehand and the latter bears the cost.
1.9 Security: N-ICE CLEAN reserves its right to demand suitable, full security from the customer and/or Principal if N-ICE CLEAN’s confidence in the customer’s credit worthiness is shaken, e.g. on non-payment of an invoice when due or on legal action being brought and/or enforcement of judgement against the customer and/or Principal and/or other demonstrable events that may call confidence in the proper execution of commitments assumed by the customer into question and/or frustrate such execution. Should the customer and/or Principal refuse to take action accordingly, N-ICE CLEAN will be entitled to cancel the entire order or parts thereof, even if the goods have already been wholly or partly despatched, made up, placed or cleaned and to cancel contracts still current. In all such cases, the customer and/or Principal will be liable in damages towards N-ICE CLEAN, in addition to the price for goods and services already provided, subject to an absolutely minimum inclusive sum of 20% or at least the maximum permitted by law.
1.10 Until the Principal has put up the required security, N-ICE CLEAN is entitled to suspend its services without prejudice to the arrangements concerning suspension and dissolution of the agreement as provided by law and the specific General Conditions referred to below.
1.11 Payment: Unless indicated otherwise in writing by N-ICE CLEAN, our invoices are payable cash strictly net. The existence of complaints does not relieve the customer and/or Principal of their obligation to pay invoices when due, nor are they entitled to offset debts payable with any receivable they might have against N-ICE CLEAN.
1.12 Any sum remaining unpaid when due will bear interest ipso jure and without notice of default in N-ICE CLEAN’s favour at TWELVE PERCENT per annum or at least the maximum permitted by law.
1.13 Further and in addition to the provisions of the previous article N-ICE CLEAN will be entitled to increase the total amount of the invoice by TEN PERCENT or at least the maximum permitted by law in the event of non-payment at the due date, by way of an agreed, absolutely inclusive minimum payment (subject to a minimum payment of Euro 1240 and a maximum payment of Euro 12,400 per invoice).
1.14 Non-payment of one or more invoices when due will render the balance payable under all other invoices immediately fully payable de jure, irrespective of their due dates, and even if not yet matured. The Principal must pay the invoices addressed to him in cash. On failure to pay one or more invoices within the stated period, interest will be charged de jure and without further notice at 1% as from the due date up to final settlement.
1.15 The Principal is not entitled to set off debts.
1.16 The issue of commercial paper and/or of bills of exchange, whether accepted or not, in full or partial payment of invoices or to guarantee such payment and/or acceptance of the means of payment will not result in any change in the present general conditions. In particular, the above articles will also remain fully effective in all cases.
1.17 Should the customer and/or Principal fail to discharge some or all of their commitments, N-ICE CLEAN will be entitled either to demand enforced execution of all its obligations or to declare the sale or agreement dissolved de jure and without notice of default. An appropriate declaration of intent by letter registered through the post or by fax from N-ICE CLEAN to the customer and/or Principal will suffice for this purpose. The customer and/or Principal will in this case be obliged towards N-ICE CLEAN to make good all loss, subject to an absolutely inclusive minimum sum of 20% or at least the maximum permitted by law.
1.18 Rights of retention and pledge: N-ICE CLEAN is entitled to retain the Principal’s articles, documents and cash at the latter’s expense until N-ICE CLEAN’s entitlements against the Principal of any kind whatever have been fully settled.
1.19 All articles, documents and cash that N-ICE CLEAN has in its possession and/or will receive for any reason whatever serve to secure its claims against the Principal, present or future.
1.20 N-ICE CLEAN is entitled to exercise the said rights of pledge and/or retention in respect of the Principal’s outstanding debt towards N-ICE CLEAN in connection with previous orders.
2.1 The present article applies only if and insofar as it does not conflict with mandatory law.
2.2 N-ICE CLEAN will on no account be held liable for any missing parts. An inspection is made on receipt which, however, is never exhaustive. The picking list enclosed by the Principal applies only as an indication and is not binding on N-ICE CLEAN.
2.3 N-ICE CLEAN can on no account be held liable for damage to articles entrusted to it that already previously existed. N-ICE CLEAN will immediately advise the Principal of defects and/or damage it discovers in articles, machines, etc entrusted to it. However, the Principal may on no account recover damage ascertained from N-ICE CLEAN.
2.4 N-ICE CLEAN accepts liability only for damage sustained by articles entrusted to it, doing so from receipt thereof by N-ICE CLEAN to the point of their delivery to the Principal or the person appointed by the latter for this purpose, subject to a maximum of the limit of liability indicated below.
2.5 Damage payable by N-ICE CLEAN will be ascertained under the liability rules set out in the conditions referred to below. Damages will in no event exceed the invoice value for the articles as demonstrated by the Principal. If the invoice value cannot be ascertained, the market value of the articles at the time when and at the place where they were received by N-ICE CLEAN will take the place of the market value to be demonstrated by the Principal.
2.6 N-ICE CLEAN is not liable for other damage (including emotional damage, intangible loss of profit, operating loss, consequential loss and other financial disadvantage, however arising, also including damage caused by incorrect advice by N-ICE CLEAN, and damage caused through delay).
2.7 Force majeure: N-ICE CLEAN’s obligations will be temporarily suspended de jure and without any formality on events of the following kind occurring and for their full duration, while N-ICE CLEAN will be relieved of any liability, even if execution is wholly or partly finally frustrated: force majeure; fortuitous event; strike; partial or full termination of working; machinery breakdown; accident; fire; flood; riot; war; expropriation; any intervention by the Government in the economic, financial, tax, customs or monetary area; import and/or export restrictions; rejection of goods before, during or after production at N-ICE CLEAN or at our suppliers; insufficient supply or output of goods or materials, or transport delay; sickness; and any circumstance beyond our control or that of our suppliers and that prevent normal execution of the agreement. These cases are an example and are in no event limitative.
2.8 Employees and sub-contractors: N-ICE CLEAN is entitled to have resort to third parties to execute the agreement, whether or not by sub-contract.
2.9 It is expressly agreed that N-ICE CLEAN is not liable for loss due to wilful act or analogous gross negligence on the part of such third parties or sub-contractors.
2.10 Limit of liability: Save in the case of wilful act or gross negligence on its part, NICE CLEAN will in no event be liable beyond a sum equal to Euro 25,000 per event or series of events originating in the same loss.
The Principal is liable towards N-ICE CLEAN for damage resulting from articles entrusted to N-ICE CLEAN and from their nature, or caused by their packaging. The Principal is further liable towards N-ICE CLEAN for incorrect or inaccurate or late instructions and for failing to provide articles (in time) on the agree date, and for acts or omissions generally of the Principal, its subordinates and/or third parties retained by him.
4.1 No complaint whatever concerning our goods, services, work and/or invoices will be entertained or accepted unless addressed to us by letter registered through the post within seven calendar days following invoice date. Unless N-ICE CLEAN has received the complaint within the said time limits, the goods, services, executed works and invoices will be regarded as accepted without any reservation and we cannot be obliged to consider any complaints further. Possible replies to and examination of complaints submitted late in no event imply acceptance thereof and are undertaken under all reservations. Complaints do not in any event suspend the terms for payment. Any returns will have legal effect only with N-ICE CLEAN’s prior consent in writing. Simple acceptance of goods by ourselves is undertaken under all reservations and shall never be regarded as our consent to their being returned.
4.2 All agreements are governed by Belgian law, even if the customer and/or Principal is established abroad. In the event of a dispute, only the Courts of Ghent, Belgium, have jurisdiction, including the Local Court of Ghent, unless N-ICE CLEAN opts to have the dispute submitted to the jurisdiction of the Courts of the customer’s and/or Principal’s place of residence.