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Article
1: Subject and field of
application
These
General Terms and Conditions shall apply to all sale, hire and
installation contracts with respect to the products of Daylight bvba
(hereinafter referred to as "Daylight") that are entered into
between Daylight and its customers. Daylight’s
General Terms and Conditions shall take precedence over any conflicting
conditions set out by the customer. Additional
conditions set out by the customer that are not expressly accepted in
writing by Daylight are hereby ruled out.
Article
2: Orders – Delays -
Impediments
An
agreement shall only be valid on condition that the order form is signed
by the customer. Delivery
times indicated by Daylight are approximations only, and shall not give
rise to any undertaking as to results on the part of Daylight. Late
deliveries shall not under any circumstances entitle the purchaser to
cancel the order or claim compensation, except where there is an express
written agreement to the contrary. If
Daylight, as a result of any cause outside its control, finds itself
unable to execute an accepted order, it may terminate the contract by
simple notification of the customer, without this giving rise to any
valid claim for compensation. The
compensation that is claimed by the customer from Daylight in the event
of any breakdown, error, shortcoming or defect may never exceed the
agreed hire price.
Article
3: Deliveries – Transfer
of risk
Products
shall be regarded as delivered as soon as they have been made available
for the customer to collect in Daylight’s premises, or, if Daylight is
responsible for delivering the goods to the customer, from the moment
that the products are in the customer’s enclosed space, grounds or
buildings, irrespective of whether they have been unloaded or not.
The risk pertaining to the goods
shall be transferred as from that moment to the customer.
Article
4: Installation -
Construction - Programming
If
it is agreed that Daylight is responsible for on-site installation, the
customer is required to communicate all installation and dismantling
data, together with all programming and location details, at least
fourteen days before the date of installation, in a written, dated
document addressed to Daylight. If
Daylight is not expressly assigned responsibility for the necessary
construction work, the customer should ensure that this construction is
reliable and safe. If the construction proves not to be reliable or safe, the customer shall
nonetheless be required to pay 50% of the price in the case of hiring,
and the full price in the case of sale. The customer shall ensure that the location is provided with a properly
inspected electricity installation of 3 x 16 A/220 V plus proper
earthing. It shall likewise
provide a safe, dry, nearby shed in which the product’s controls can
be housed. The customer
shall provide a safe parking area for all Daylight vehicles; four
members of Daylight’s technical staff must be given the freedom to go
wherever their work requires. Any
taxes or duties shall be payable by the customer, who must also obtain
the necessary licences. Daylight
may not under any circumstances be held liable for any omission on the
part of the customer in this regard.
Article
5: Visible defects -
Non-conformity
In
the event of the delivery displaying visible defects or failing to
conform with the accepted orders, the customer should ensure that this
is recorded at the time of delivery. The
customer should inform Daylight in writing within 24 hours of delivery
of any defects in the goods or of their non-conformity. After
this period has passed, the goods shall be deemed to have been
definitively accepted by the customer. Under
no circumstances may goods be returned to Daylight without its written
consent.
Article
6: Payment
An
agreed advance should be paid with each order. The
balance should be paid on the delivery of the order, irrespective of the
due date on the invoice. In
exceptional cases, and only if this is expressly stipulated in writing,
the invoice shall be payable in 30 days. Any amount that remains outstanding on the due date shall, without prior
notice, be increased by a fixed penalty of 10%, with a minimum of BEF
5000 for each incompletely paid invoice. Moreover,
all outstanding amounts shall, without prior notice, be subject to
late-payment interest of 1% per month calculated from the day on which
payment was due until the day of actual payment.
Article
7 : Compensation
in the event of cancellation – Reservation of ownership
If
the customer cancels a hire or installation order, it shall be liable to
pay compensation of 30% of the price. If
the cancellation is made less than 30 days before the scheduled delivery
date, the compensation shall amount to 50%. In
the event of cancellation on the delivery date itself, the customer
shall be required to pay the full price. A
sale may not of course be cancelled. However, Daylight shall be free to choose whether to demand the execution
of the agreement as of right and hence to claim the payment of the
price, or to declare the agreement terminated at the customer’s
expense by means of a simple notification. In the
latter case, the customer shall permit Daylight to recover the products,
and the compensation payable by the customer to Daylight shall amount to
50% of the price. The
customer waives its right to argue on the grounds of non-performance of
contract. The delivered
products shall remain the property of Daylight until the purchase price
has been paid in full. Until
such time, the customer shall not be entitled to transfer the products
to third parties. This
reservation of ownership does not affect the provisions regarding the
transfer of risk relating to the products as set out in
Article 3.
Article
8: Guarantee
Daylight’s
guarantee is confined to defects in the products that could not
reasonably have been expected to be noticed at the time of delivery and
to those services that have been guaranteed by Daylight. Its
guarantee does not cover hidden defects that could not possibly have
been foreseen. The
guarantee likewise does not apply if it turns out that, without
Daylight’s prior consent, the customer or third parties have
undertaken attempted repairs, made alterations to the products, failed
to comply with the instructions for use, or used inappropriate
consumables or replacement parts. Daylight’s guarantee is valid for a period of 12 months from delivery.
The guarantee described
above shall only apply if the products have been maintained in the
normal fashion. The costs
of normal maintenance activities shall always be payable by the
customer, and likewise fall outside the scope of Daylight’s guarantee.
On-site guarantees are only
possible with a service contract. In
all other cases, the goods must be returned to Daylight at the
customer’s expense. We deliver the goods as described, but do not under any circumstances
provide an undertaking as to results. Daylight may not be held liable in any way for incidental or
consequential losses.
Article
9: Termination
The agreement between Daylight and the customer may be immediately
terminated by Daylight without prior notice if Daylight ascertains that
the customer has ceased trading, has been declared bankrupt, has
submitted a petition for a composition or for extended payment
arrangements, or has proposed an out-of-court composition with its
creditors. The
provision of simple notice to the customer shall suffice to terminate
the contract in such circumstances. Goods
that have been hired out and sale goods that have not yet been paid for
in full and have remained the property of Daylight as a result of its
reservation of ownership shall then be recovered. Daylight
may not under any circumstances be held liable to pay compensation to
the customer or to third parties.
Article
10: Competent courts –
Applicable law
In
the event of any dispute regarding these General Terms and Conditions
and the contracts to which they apply, the courts of the legal district
of Ghent shall have sole jurisdiction. These
courts shall apply Belgian law.
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