General Terms and Conditions (GTC)
1. SCOPE OF APPLICATION
1.1 These General Terms and Conditions apply to all orders for work and services, hereinafter referred to as « Services », which are placed with SRL DEL.POWER, established at Rue du Bosquet 3, 4890 Thimister-Clermont, BCE no. 835.503.560, hereinafter referred to as the « Provider ».
1.2. The application of the General Terms and Conditions constitutes a determining condition of the Service Provider’s consent. Any order placed implies the Customer’s full and unreserved acceptance of the General Terms and Conditions, and the Customer confirms and accepts that its own General Terms and Conditions do not apply.
1.3. These terms and conditions alone shall apply, to the exclusion of any other terms and conditions issued by the Customer.
1.4. No derogation from the general terms and conditions may be made without the Provider’s written agreement. Any waiver of certain terms and conditions granted by the Service Provider shall in no way invalidate the other clauses of the terms and conditions, which shall continue to apply.
2. OFFER AND ORDER
2.1. Our offer shall be valid for 60 (sixty) calendar days from the date of issue of our offer.
2.2. The prices indicated in the offer apply only to the performance of the services described therein, to the exclusion of all other services. If additional services are requested by the customer, they will be invoiced at an additional cost.
2.3. The price quotation is made on the basis of the information provided by the customer. In the event of any changes to the service requested, the Service Provider is authorised to adjust the price of its service in line with new requests from the customer or changes requested by the customer.
2.4. The quotation constitutes the fixed price which will be invoiced to the customer for the services indicated in the quotation.
2.5. The start of the assignment is fixed by mutual agreement between the Service Provider and the customer. If a deposit is to be paid, the assignment will not commence until the deposit has been received.
3.1. All our prices are quoted in euros, excluding VAT or other taxes.
3.2. Any increase in VAT or any new tax imposed between the time the order is placed and the time the service is provided will be charged to the customer.
3.3. All our prices may be revised automatically by the Service Provider on the anniversary date of the contract according to the change in the index published by AGORIA of reference salaries at national level for AGORIA sectors (concerning companies with more than 10 employees) by applying the following formula:
Pr = Pi x (Sr/Si)
Pr = Revised price
Pi = Initial price
Sr = national reference wage level for AGORIA sectors for the last month available.
Si = national reference wage level for AGORIA sectors on 31 December of the year preceding the signing of the contract between the Customer and the Service Provider.
4.1. Invoices are payable, net and without discount, at the latest on the due date indicated therein, to the credit of the Provider’s account number IBAN: BE57 7320 2499 5335, BIC: CREGBEBB.
4.2. Any delay in payment will result in the payment of late payment interest, ipso jure and without prior notice, at the rate of 12% per annum, plus a fixed penalty of 12% with a minimum of €75. In addition, after a formal notice has been sent but not acted upon, the Service Provider is entitled to suspend its services.
4.3. Any reminder sent to a customer who has not paid the entire invoice may be invoiced at €12.50 per letter sent, without prejudice to any bailiff’s fees which will also be charged to the customer.
4.4. Any complaint relating to an invoice must be sent no later than fifteen calendar days after receipt, by e-mail sent to the address email@example.com and confirmed on the same day by post sent to the Provider’s head office. If these deadlines and formalities are not respected, the customer will no longer be able to dispute the invoice.
5. RIGHT OF WITHDRAWAL
All orders placed by the customer, whether via the Provider’s website, by e-mail or by telephone, are binding on the customer as soon as they are validated. At the Customer’s request, all orders placed by the Customer will be acknowledged by e-mail, confirming that the order has been registered by the Provider.
6. CANCELLATION OF THE ORDER
6.1. Except in the event of force majeure, any cancellation of the order by the Customer shall not result in the reimbursement of any sums already paid or in any compensation whatsoever.
6.2. In the event of cancellation of the order by the Provider, the Provider undertakes to reimburse the Customer for any sums already paid by the Customer in respect of the order concerned, it being understood that no compensation may be claimed from the Provider.
7. PERFORMANCE OF SERVICES – TRANSFER OF OWNERSHIP
7.1. The Service Provider undertakes to do everything in its power to offer its customers a high quality of service. However, it only undertakes an obligation of means and not an obligation of results.
7.2. The Service Provider is entitled to have the services ordered performed by any employee or subcontractor of its choice, under its own responsibility.
7.3. The Service Provider reserves the right to refuse to honour an order from a customer who has not paid in full or in part for a previous order or with whom a payment dispute is in progress.
7.4. Turnaround times are not binding and failure to meet them cannot give rise to compensation. Where multiple interactions with the customer or third parties are required to complete the assignment, the lead times do not depend solely on the Service Provider and are therefore given for information only.
7.5. The customer is responsible for the accuracy and completeness of the documentation and information provided.
7.6. The Service Provider reserves the right to suspend the provision of services and to terminate the contract with the customer without prior notice and without having to observe any notice period and without being liable to pay any (termination) compensation if: (i) the Customer is declared bankrupt; (ii) the Customer is placed under provisional administration; (iii) an attachment or execution is levied by third parties on all or part of the Customer’s assets; (iv) the Customer fails to meet his or her obligations; (v) the Customer’s solvency is compromised in any other way, so that continuity of services can no longer be guaranteed; and/or (vi) the Customer commits an act that seriously damages the Provider’s reputation.
7.7. The goods delivered remain the property of the Service Provider until the price has been fully paid. The customer undertakes not to sell or transfer them to third parties for as long as the goods remain the property of the Service Provider. In the event of failure to comply with this prohibition, the Customer shall be liable to pay a flat-rate penalty of 50% of the purchase price (in addition to the purchase price and any default interest).
7.8. The Service Provider is authorised to replace, at its own expense, the hardware or software solutions from which the Customer benefits. In this case, the Service Provider is obliged to provide hardware or software solutions of equivalent quality.
8. WARRANTIES AND LIMITATION OF LIABILITY
8.1. If the Customer considers that it is entitled to dispute the quality of the services provided by the Service Provider, it must do so in writing (e-mail, fax or letter) within 10 (ten) calendar days of the Service Provider’s performance of said services, failing which it will be barred from doing so.
8.2. With the exception of the provisions of current Belgian legislation concerning compensation for personal injury and the exclusion of limitation of liability in the event of fraud or gross negligence, the Service Provider’s liability is limited to compensation for direct foreseeable damage. The Service Provider is therefore not liable for indirect damage, such as (non-exhaustive list) damage due to interruption of the Customer’s business, loss of profit, loss of customers, …
In all cases where the Service Provider is liable for damages, whether on a contractual or extra-contractual basis, such damages may never exceed the higher of the following values: either the total value of the services provided (specified in the offer) and which caused the damage, or the value of the financial contribution from the Service Provider’s professional liability insurance if this covers the operation. The terms and conditions of professional liability insurance can be communicated to the customer on request.
9. PROTECTION OF PERSONAL DATA
9.1. The Service Provider will at all times treat any personal data of which it becomes aware in the course of the performance of a contract or with a view to the conclusion of a contract as confidential and will maintain the integrity of such data. The Service Provider’s employees who have access to personal data are bound by confidentiality, as are third parties (e.g. sub-contractors). The Service Provider’s employees and third parties will only have access to personal data to the extent necessary for the performance of their duties. The Service Provider undertakes to process personal data in accordance with the Law of 30 July 2018 on the protection of individuals with regard to the processing of personal data and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data. The Customer will comply with this European Regulation if it becomes aware of the personal data of employees of the Service Provider and will at all times treat such personal data confidentially and maintain its integrity.
9.2. The Service Provider will process the customer’s personal data for the following limited purpose: processing the order and/or the customer’s request for information as the processing of personal data is necessary for the performance of the contract and to inform customers of the Service Provider’s products and services on the basis of the Service Provider’s legitimate interest.
9.4. If, at any time, the Customer believes that the Service Provider is not respecting the Customer’s privacy, the Customer is requested to send a letter to the Service Provider or an e-mail to firstname.lastname@example.org. The Service Provider will make every effort to identify and correct the problem.
10. FORCE MAJEURE
10.1. Neither party may be held liable for the total or partial non-performance of its obligations if such non-performance is due to an act of God or to the occurrence of an event constituting force majeure, such as, but not limited to, flood, fire, storm, shortage of raw materials, transport strike, partial or total strike or lock-out.
10.2. The party affected by such events must inform the other party as soon as possible and at the latest within 5 (five) calendar days of the occurrence of the event and its end.
10.3. The parties agree that they shall consult each other as soon as possible in order to determine together how the order will be carried out during the period of force majeure.
10.4. Performance of the contract must be suspended for the duration of the events invoked, it being understood that the contract may be terminated prematurely if the events invoked last more than 30 (thirty) calendar days.
11. INTELLECTUAL PROPERTY RIGHTS
11.1. All logos, trademarks, photographs and models appearing on the Service Provider’s commercial documents, including the www.delpower.be/fr and www.easee.energy websites, are the property of the Service Provider.
11.2. Any partial or complete reproduction of these logos, trademarks, photos and models, whatever the medium, for commercial, associative or voluntary purposes, is prohibited without the written consent of the Service Provider or the holders of the trademarks or rights attached to these graphic representations.
11.3 All works and objects produced or made available to the Customer by the Service Provider in connection with the performance of the Agreement, including any intellectual property rights which may attach to such works and objects, shall belong exclusively to the Service Provider and such intellectual property rights shall not be transferred to the Customer unless expressly agreed otherwise in writing. Even if otherwise agreed, intellectual property rights are not transferred until all invoices relating to the assignment have been fully paid. The calculation models and methodologies used by the Service Provider under this contract may not be re-used by the customer in any other context.
12.1. Any dispute whatsoever must first be the subject of an attempt at amicable settlement before it can be submitted to the courts and tribunals.
12.2. Any dispute relating to the validity, interpretation and/or performance of a contract concluded with the Service Provider shall be submitted exclusively to the courts and tribunals of the judicial district of Verviers.
13.1. Where, by virtue of the application of a law or regulation or following a final decision by a competent court, one or more stipulations of the general terms and conditions are held to be invalid or declared as such, this shall in no way affect the other stipulations of the general terms and conditions, which shall remain in force. Where appropriate, the parties will negotiate in order to agree one or more provisions which would make it possible to achieve, as far as possible, the objective pursued by the invalid provision(s).
13.2. No failure or delay by either party in exercising any right or remedy available to it under this Agreement or applicable law shall constitute a waiver. A waiver of a right or remedy shall be in writing from the waiving party.
13.3. The general terms and conditions and the provisions mentioned on the quotation sent to the customer form a contractual whole and constitute the entire contractual relationship between the parties.
13.4. Except with the prior written consent of the Service Provider, the customer is not authorised to transfer all or part of its rights to third parties. Third parties also include companies affiliated with the customer, such as subsidiaries, branches and parent companies.
13.5 The Customer undertakes not to recruit, directly or indirectly, members of the Service Provider’s staff without the Service Provider’s express prior written consent. This prohibition applies throughout the term of the contract and for 12 months following its termination. In the event of failure to comply with this prohibition, the customer will be liable to pay a lump-sum penalty of €150,000, corresponding to 200 working days at a daily rate of €750.
13.6. The agreement between the Service Provider and the customer is subject to Belgian law.
DEL.POWER SRL has taken out an insurance policy covering its entire civil liability. This policy is validly taken out with the company Protect SA, whose registered office is located at 1080 Brussels, Chaussée de Jette 221, under policy number 00/A.12927 and provides cover amounting to :
Per claim: EUR 1,250,000 for bodily injury, property damage and consequential loss combined, limited to EUR 350,000 for property damage and consequential loss combined;
Per year of insurance: EUR 1,250,000 for bodily injury, property damage and consequential loss combined, limited to EUR 700,000 for property damage and consequential loss combined.
The Customer accepts that DEL.POWER’s civil liability is limited to the cover provided by the insurance policy.