General Delivery Conditions - Kristobel bv
1. General:
1.1. Under the present General Delivery Conditions, the following definitions shall apply: ’the Client’ the party that has recourse to the services of Kristobel; ‘Kristobel’ Kristobel, being the Supplier of services and/or goods.
1.2. The services provided by Kristobel as ordered by the Client and confirmed by Kristobel, as well as all price quotations, order confirmations, orders, invoices and other documents issued by Kristobel, and agreements concluded with the latter shall be subject to the present General Delivery Conditions. These conditions may likewise be consulted on website www.kristobel.be.
1.3. The Client shall be deemed to accept the present Delivery Conditions by the sole and simple fact of placing his order. All of the Client’s own general conditions, under whatever name, that depart from the present General Delivery Conditions of Kristobel shall be non-applicable and non-enforceable vis-à-vis Kristobel, unless Kristobel has explicitly and in writing accepted them prior to the conclusion of any agreement.
1.4. The nullity or unenforceability of one of the clauses in the present General Delivery Conditions shall in no wise compromise the validity and enforceability of the remaining clauses therein.
1.5. In the event that the present General Delivery Conditions have likewise been drawn up in a language other than Dutch, the Dutch text version shall invariably be decisive in case of any divergencies.
2. Content of the services to be rendered:
2.1. The services to be rendered by Kristobel shall encompass the carrying out of commercial assignments in general and, in particular, assignments in the events sector. For what concerns services to be rendered within the events sector, Kristobel’ services primarily consist of giving advice and providing guidance to the Client in working out events either or not inclusive of technical coordination such as, for instance, the organizing of video productions (pre-productions / recordings / montages / subtitling / duplication), the production planning inclusive of the transportation of the crew / booking airline flights, the scheduling and availability of all technical equipment required for the events, the budgeting of events, and the like.
2.2. The services to be provided for a given assignment shall finally be determined in a price quotation submitted by Kristobel.
2.3. Kristobel shall be entitled to call upon third parties-subcontractors for the performance of the services.
3. Obligations on the part of the Client:
3.1. Vis-à-vis Kristobel and its subcontractors, it shall be incumbent on the Client to ascertain :
-that they be placed in possession of all useful information and data and guidelines such as are needed to enable them to draw up a correct estimation of the services to be rendered by Kristobel;
-that all needed facilities be present in order to ensure that services may be provided in an appropriate and wholly safe and responsible manner;
-that the working conditions in which the services are to be performed be in compliance with all legal specifications with respect to hygiene, safety, and well-being of the workers, with specific reference to the Safety, Health and Welfare Act.
3.2. The Client shall at all times hold Kristobel free and harmless against any and all possible damage claims from third parties which arise as a result of services performed for the client.
3.3. The Client shall assume full responsibility for ensuring the accuracy and correctness of the data and guidelines he has provided to Kristobel and its subcontractors.
4. Liability:
4.1. As the provider of services, Kristobel shall undertake to make efforts to provide these services with reasonable care and professional ability.
4.2. It shall be incumbent on the Client to report any possible complaints pertaining to the rendered services in writing to Kristobel, accompanied by an extensive reasoned explanation of all pertinent facts, and this within ten (10) days following the provision of the services. Liability claims on the part of the Client versus Kristobel need, on penalty of expiry, to be lodged via the appropriate legal proceedings within 12 months following the date on which the services were rendered.
4.3. The performance terms as stated by Kristobel are only indicative and non-binding, unless otherwise agreed in writing. Any possible delay in the performance of the services shall not give rise to the dissolution of the agreement or to any compensation.
4.4. Subject to any contradictory legal provisions, Kristobel’s contractual liability with respect to negligent and/or faulty performance of services shall be limited to the amount of the corresponding invoice that Kristobel has presented to the Client. Any damage other than contractual damage resulting from the performance of services by Kristobel shall remain limited to the insured amount for physical and material damage. Kristobel undertakes to have its civil liability insured at all times with an insurance company accredited in Belgium. The Client may, should he so desire, request proof of such insurance coverage from Kristobel.
4.5. Kristobel shall under no circumstances assume liability vis-à-vis the Client, either contractually or otherwise, for any indirect or consequential loss and/or damage, including therein loss of profits or revenues.
5. Prices and price changes:
5.1. Prices may at all times be requested from Kristobel.
5.2. Quoted prices shall invariably be stated exclusive of VAT and other taxes/charges that by law or by any authority are levied on the services rendered by Kristobel. Such charges and taxes shall invariably be borne by the Client.
5.3. Quoted prices in offers shall remain valid during the entire term of the offer. In the absence of a stated validity term in the offer, the quoted prices shall be binding on Kristobel for one (1) month only as of the date of the offer.
5.4. Price reviews: Kristobel may review its prices at any time. Subject any provisions to the contrary, price changes-reviews shall not affect current offers or agreements whose duration has not expired.
6. Invoicing and payment:
6.1. Subject to any written agreement to the contrary accepted by Kristobel, all of its invoices shall be payable in Euro currency at its registered office.
6.2. The invoiced amount is payable net. Any banking and discount costs shall be borne by the Client.
6.3. Any objection relating to Kristobel’s invoices must be lodged in writing, fully justified and within 8 working days after the invoice date
6.4. If the invoices of Kristobel are not paid on the due date, the customer-purchaser is obliged to pay Kristobel a compensation amounting to 10% of the outstanding invoice amount, with a minimum of EUR 50.00, for compensation of damages, automatically and without notice of default. In addition, the Client shall be obliged to pay Kristobel late payment interest amounting to 1% per month commenced, automatically and without prior notice of default.
6.5. Furthermore, all payment facilities granted to the Client are cancelled and all other outstanding invoices become immediately claimable.
6.6. Kristobel furthermore reserves the right to suspend all further performance of services in the event that the Client fails to comply with the payment conditions as agreed upon.
7. Applicable law and competent jurisdiction:
All agreements between the Client and Kristobel and disputes relating to them are governed by Belgian law. The Courts of the Judicial District of Antwerp, department Antwerp are exclusively competent for any possible disputes between parties.
General Purchasing Conditions - Kristobel bv
1. General:
1.1.Under the present General Purchasing Conditions, the following definitions shall apply: ’the Purchaser’ Kristobel / ‘the Supplier’ the party that provides services and/or sells goods to Kristobel.
1.2. The purchase of services and/or goods by the Purchaser as ordered from the Supplier and confirmed by Kristobel, as well as all price quotations, order confirmations, orders, invoices to the Purchaser, and agreements concluded with the Purchaser shall be subject to the present General Purchasing Conditions. These conditions may likewise be consulted on the website www.kristobel.be.
1.3. General conditions, under whatever name, from the Supplier that are non-conform to the present General Purchasing Conditions of the Purchaser shall be non-applicable and non-enforceable vis-à-vis the Purchaser, except in circumstances where the Purchaser has explicitly accepted them in writing prior to the conclusion of any contract.
1.4. The nullity or unenforceability of one of the clauses in the present General Purchasing Conditions shall in no wise compromise the validity and enforceability of the remaining clauses therein.
1.5. In the event that the present General Purchasing Conditions have likewise been drawn up in a language other than Dutch, the Dutch text version shall invariably be decisive in case of any divergencies.
2. Price quotation request and order:
2.1. Price quotation requests shall not be binding to the Purchaser and are to be interpreted only as an invitation to the Supplier to submit an offer.
2.2. Offers submitted by the Supplier shall be irrevocable and remain valid for the duration of the term stated in the price quotation. In case no validity term is stated in the quotation, the validity of the offer shall be deemed to be 3 months.
2.3. The Purchaser shall be entitled to end any ongoing negotiations with the Supplier without stating a reason for his decision and without the possibility for the Supplier to claim any right to indemnification.
3. Transfer to third parties – subcontracting:
3.1. The Supplier shall be prohibited from transferring orders or agreements with the Purchaser, either wholly or in part, to third parties without the prior written consent from the Purchaser.
3.2. In the event of a complete or partial transfer to a third party, the Supplier shall nonetheless remain liable for the proper execution of the order as originally placed and not be discharged from any of his liabilities.
3.3. Subject to the Purchaser’s explicit, prior, and written consent, the Supplier may not call upon the services of subcontractors.
4. Delivery of goods and the rendering of services:
4.1. Deliveries must be carried out in the manner, at the locations, and at the times as agreed upon.
4.2. Subject to a written agreement between the parties stating otherwise , the execution and delivery times as stated by the Supplier shall be strictly binding commitments. The Supplier shall be deemed in default by his mere failure to abide by the terms agreed upon for the execution and delivery. Any possible delay may give cause to the dissolution of the agreement or, at the least, to compensation.
4.3. Irrespective of the provision in 4.2, the Supplier shall immediately notify the Purchaser of any possible delay in the delivery or the execution of the order, that is to say in the event that the contractually agreed upon date of delivery as per the agreement may not, or cannot, be met. This obligation shall in no wise limit any of the remaining other liabilities resting on the Supplier as a result of a late delivery. The Supplier shall at his own risk and expense do his utmost to prevent any possible delay.
4.4. The delivery of the goods shall be considered completed when the said goods have been received by, or on behalf of, the Purchaser and the latter has duly signed for their delivery. Such signature shall not, however, constitute for the Supplier any acknowledgement on the part of the Purchaser that might or could be construed prejudicial to the latter’s interests, nor shall such a signature prejudice any of the Purchaser’s rights as may arise as a result of shortcomings on the part of the Supplier.
4.5. The provision of services shall be considered completed when the Purchaser has confirmed in writing that the services have been rendered or have been accepted and approved by him. Such a confirmation shall not, however, constitute for the Supplier any acknowledgement on the part of the Purchaser that might or could be construed prejudicial to the latter’s interests, not shall such a confirmation prejudice any of the Purchaser’s rights as may arise as a result of shortcomings on the part of the Supplier.
4.6. With regard to deliveries of goods, the title of ownership of, and the risk pertaining to, the goods shall be transferred upon their receipt by the Purchaser (see 4.4). With regard to the delivery of services, the transfer of the title of ownership and of the risk shall occur at the moment of confirmation as stated in 4.5. The Supplier shall be responsible for the transport and for any possible damage during transport, and it shall be incumbent on the Supplier to have himself adequately insured against such risks.
5. Guarantees:
5.1. The Supplier shall provide the Purchaser with the following guarantees with respect to the delivery of goods and services:
(1)The goods and services delivered and rendered shall be conform to what has been agreed upon;
(2)They shall be without any visible and hidden defects or non-conformities;
(3)They shall be unencumbered by any rights of third parties, of whatever nature;
(4)They shall be suitable to be used for the purpose(s) as stated on the assignment/order placed by the Purchaser and/or the agreement as concluded with the Supplier;
(5)They shall comply with all legislative provisions currently in force and applicable to the goods and services, both within the country of provenance and of destination. Furthermore, they shall comply with the Purchaser’s specific demands with respect to their quality / safety and the like;
(6)The services shall be performed in an accurate way and according to the rules of art;
(7)The goods shall be supplied with the necessary manuals and all useful documentation obtaining.
5.2. In the event that the delivered goods and/or services fail to live up to the standards that have been specified under 5.1, either wholly or partially, it shall be incumbent on the Supplier, and this at the first simple request by the Purchaser, to either repair or replace the goods at his own expense and at the Purchaser’s choice, unless the latter should prefer to dissolve the agreement at the Supplier’s charge, and this without prejudice to the Purchaser’s right to claim compensation.
6. Liability:
6.1. The Supplier shall be liable vis-à-vis the Purchaser for any damage suffered by the Purchaser or his customers/principals or users of the delivered goods and/or services as a result of deficiencies or shortcomings on the part of the Supplier, his personnel or his employees, or third parties he might have contracted to provide him with their services.
6.2. The Supplier shall be liable vis-à-vis the Purchaser, either contractually or not, for any indirect or consequential damage, including therein loss of profits or revenues.
6.3. The Supplier shall indemnify the Purchaser against all claims lodged by third parties with regards to defects in the delivered goods and services.
6.4. It shall be incumbent on the Supplier, in order to cover his liability with respect to the delivery of goods and services, to take out sufficient insurance to that effect and to provide the Purchaser with a certificate of such insurance coverage and proof of payment of the premiums, and this at the latter’s first request.
7. Dissolution:
7.1. The Purchaser shall be entitled, at his own choice, to either suspend or cancel the fulfilment of all current agreements with the Supplier without prior recourse to court intervention and with immediate effect, without the Supplier being entitled to any compensation in the following circumstances :
(i)In the event of contractual shortcoming on the part of the Supplier which the latter has failed to rectify within seven (7) days following a written notice to that effect via e-mail or fax from the Purchaser;
(ii)In the event the Supplier has been declared bankrupt, been placed under judicial Administration, or is manifestly insolvent;
(iii)In the event an attachment by garnishment against the Supplier has been served upon the Purchaser.
8. Invoice and payment:
8.1. Invoicing shall only take place following delivery.
8.2. All prices shall be fixed prices and Delivered Duty Paid conform to the Incoterms 2010 and, unless agreed to otherwise in writing, inclusive of packaging, transportation, excise duties, and other delivery costs, and include all costs related to the Supplier’s commitments to fulfil his obligations.
8.3. Unless agreed to otherwise, the term of payment shall be "sixty (60) days at end of month" following delivery and receipt of a correct invoice by the Purchaser. The Purchaser shall be entitled to withhold payment when the Supplier has as failed to deliver all of the ordered goods or services and/or when the delivered goods and services are not conform to the Purchaser’s specifications or other requirements.
8.4. Payment by the Purchaser does not imply the latter’s acknowledgement that the delivery is conform to the agreement.
8.5. In the event of non-payment of a correct and undisputed invoice on its due date, and following sending of a written formal notice which has not been complied with, a arrears interest that is equal to the Euribor rate in effect on the date of the formal notice +1%, shall be due on an annual basis.
9. Applicable law and competent jurisdiction:
All agreements between the Purchaser and the Supplier and any disputes in that respect shall be governed by Belgian law, to the exclusion of the provisions of the Vienna Sales Convention. Any possible disputes between the parties shall be heard under the exclusive jurisdiction of the Courts of Antwerp, Department Antwerp.