G & P QUALITY MANAGEMENT BVBA:
GENERAL TERMS & CONDITIONS OF BUSINESS AND PAYMENT
1. General introduction
G & P Quality Management bvba (hereafter called G&P) will execute its orders as a subcontractor of the principal, and will apply the following terms of trade and payment. The principal explicitly recognises these terms by commissioning the execution of the orders. These general terms of trade and payment will be applicable during the entire existence of the trade relation. Derogations to these terms are applicable only if they have been explicitly agreed in written form. Without this explicit agreement G&P will not recognise any derogation to these terms. If any of these terms would not be legally applicable, it will not affect the applicability of the others. If one of these terms is not applicable, the trade partners will act according to the spirit of the agreement
2. Start of the agreement – payment
The agreement will come into being only after G&P has explicitly accepted its trade partner’s order, or after the beginning of the execution by G&P of the work commissioned. The remuneration will be separately determined for each order. If no separate remuneration has been determined, the remuneration will be calculated according to how the previous remuneration has been calculated. If not then G&P’s customary terms will we considered agreed.
3. Delay of delivery
G&P will always try to execute the orders commissioned within the given time limits. In no way however will G&P be liable for the consequences of breaking these time limits.
4. Remuneration – Calculation – Payment arrears – Complaints
Unless otherwise agreed, when G&P calculates and presents its remuneration to the principal, the latter will be given a detailed calculation of the materials used, the tools and machines used, and the hours worked. All invoices by G&P are to be paid within 15 days from invoice date. G&P is entitled to an interest of 12 % per year on any unpaid invoice amount from the due date until payment, without having to give any notice to the Customer. Also, without notice, the outstanding invoice is augmented with 10 %, with a minimum of [hundred and fifty (150)] EUR, as compensation for all recovery costs and contractual damage, notwithstanding the right of the Supplier to claim payment of all bailiff and judicial costs. Payments are always used in first instance for the clearing of the oldest debts and are always used for the clearing of due interests and possible costs, including the fixed compensation.
The calculations will be considered accepted if within 7 days from date of invoice the principal has not reacted to them in writing.
5. Interim invoices
G&P is allowed to send interim invoices after finishing a separate part of the order or of the work to be carried out. G&P also reserves itself the right to send interim invoices after a certain period of time, for example at the end of each week.
Guarantee claims by the principal against G&P must be sent to G&P by registered mail immediately after the principal becomes aware of the facts. These claims do not affect G&P’s right to repair or replace. If this reparation or replacement turns out not to be a solution, the principal can choose between a breach of agreement or lowering its value.
G&P shall not be liable for indirect damage, nor for acts committed by third parties during the execution of the work, unless mistakes or omissions by itself or by its staff members can be proven by the principal.
The principal is not allowed to deduct invoices from G&P’s invoices, unless the principal’s invoices are recognised by G&P or if the principal has an enforceable title.
9. Payment arrears
If the principal has failed to pay on time, G&P may suspend the execution of the work and of the orders commissioned until the principal has paid in full. G&P can never be charged with any direct or indirect damage resulting from the suspension of the execution of the work or the orders.
10. Liability insurance
G&P undertakes to insure itself against all possible damage claims by the principal or a third party in connection with the damage caused by the execution of their work.
11. Competent courts - applicable law
Only the courts of law of Gent are competent for dealing with any disputes regarding the agreements concluded or their consequences, and these courts will apply the Belgian law.