These terms and conditions apply to all offers, order confirmations, agreements and deliveries made by ETAP, except if and insofar as stated otherwise by ETAP in writing. In any event, they shall prevail over any of the customer’s similar terms and conditions. By placing the order, the customer is deemed to have accepted these terms and conditions. Notifications by ETAP regarding the technical properties, etc., of its products are entirely without obligation.
2. PRICE ADJUSTMENTS
Prices may be revised on the basis of the evolution of material prices and labour costs as published by Agoria in Brussels and in accordance with the price revision formula published by Agoria.
The VAT is not included in ETAP prices and is always fully borne by the customer. All current and future taxes, duties, charges, costs and expenses of any kind (e.g., statutory recycling contribution) shall be borne by the customer.
These are provided for information purposes only; ETAP cannot therefore be held liable for delayed deliveries and any resulting costs.
5. WAREHOUSING AND FINANCING COSTS
In the event of a delay in delivery, the customer will be charged a warehouse fee of 1% per month of the price of the products to be delivered and for financing costs an interest rate equal to the European Central Bank's basic refinancing rate plus 7 percentage points and rounded up to the higher half a percentage point.
6. DELIVERY, SHIPMENT AND TRANSFER OF RISK
The delivery is deemed to have taken place in ETAP’s MALLE-based warehouse, even if the items are shipped carriage paid. Shipment takes place at the risk and peril of the customer, regardless of the manner or conditions of shipment. The costs of unloading and transporting the products in the warehouses and in the customer's premises are always at the customer's expense. In the event that ETAP has undertaken to provide the customer with a means of transport or to simplify customs clearance, it shall not be held liable in this regard and all resulting costs shall be charged at cost price. Delivered products will not be taken back. ETAP is entitled to suspend or cancel the delivery if customers have not satisfied their payment obligations with respect to prior deliveries.
Upon receipt of the goods customers are to immediately check all products for damage or discrepancies in quantities. If a potentially used shock detector has been damaged or activated, this should be considered as damage, even if there is no visible damage to the products. In the above cases, customers shall so note on the transport documents, taking into account ETAP’s and the carrier’s applicable instructions. All products delivered shall be deemed to have been accepted by the customer as compliant and customers shall not be entitled to revoke acceptance, unless they file a complaint within eight (8) days of the delivery date. Without prejudice to the above, failure to report damage in a timely manner, or the mere putting into use of a product by customers or their own customers shall be regarded as acceptance of said product by customers.
7. INTELLECTUAL PROPERTY RIGHTS
All drawings and technical descriptions provided by ETAP, which allow for manufacture in whole or in part, shall remain the sole property of ETAP. They may not be used for other purposes or be copied, reproduced, handed over or communicated to a third party without ETAP’s written consent. If the customer makes drawings and technical descriptions available to ETAP, the customer safeguards ETAP against potential claims by third parties for infringement of copyright and patent, brand or model rights.
8. COMPLIANCE GUARANTEE
8.1. ETAP guarantees that the products it supplies comply with the operating principles and technical specifications set out in the product data, with the exception of minor deviations not affecting suitability, provided that:
- The products were properly installed and professionally put into operation.
- The products have not been modified or repaired by third parties without ETAP’s written consent.
- The products are used or operated in accordance with instructions.
- The products are maintained and managed in accordance with the legal standards, rules of good craftsmanship or, in the absence thereof, the technical documentation included with the products.
- Non-compliance is not the result of abnormal pollution, normal wear and tear or force majeure.
8.2. The compliance guarantee is valid for a period of 12 months from the date of delivery. Any non-compliance occurring during this period must be reported in writing to ETAP, describing said non-compliance, within 30 days of its detection, failing which it will be forfeited. ETAP becomes the owner of the replaced parts or products.
8.3. The guarantee of compliance implies that ETAP will repair, replace or reimburse the non-compliance at its discretion. The guarantee only covers the costs of the products or materials supplied by ETAP. Other costs such as, but not limited to, transport costs and assembly and disassembly fees shall be borne by the customer.
8.4. In addition to the compliance guarantee described here, an additional guarantee is also possible provided that the terms of this additional guarantee are met. For these terms, reference is made to the document "ETAP Guarantee Policy", which can be found at www.etaplighting.com.
9.1. ETAP will not be bound by any guarantee or compensation other than that provided for under point 8 and rejects any other contractual and extra-contractual liability, including, but not limited to, damage to products other than the relevant products, loss of production, loss of profits and any other indirect or consequential damage.
9.2. Customers shall safeguard ETAP against any claims or demands that third parties might make against ETAP on the basis of damages directly or indirectly resulting from point 8 and/or point 9.
Any complaints involving deliveries or invoices from ETAP must be submitted in writing within 8 days of receipt, failing which customers will be deemed to have accepted the delivery. Filing a complaint, even within the prescribed period, does not release the customer from the obligation to settle the invoice on its due date. ETAP is only obliged to repair or replace deliveries it has recognised as faulty, without it being held liable for any other resulting damage.
11. RETENTION OF TITLE
Without prejudice to the provisions under point 6, the products shall remain the property of ETAP until they are paid in full. Customers undertake not to sell or transfer the products to third parties as long as they remain the property of ETAP. If the invoice amount has not been paid in full by the due date, ETAP has the right to terminate the agreement by mere registered letter. In this case, ETAP is entitled to take back the delivered goods and customers remain liable to pay compensation for damages incurred by ETAP, with a minimum of 20% of the invoice amount (excl. VAT).
In the event of cancellation of a sales agreement, ETAP is allowed to charge a minimum of 20% of the invoice amount (excl. VAT).
Unless otherwise agreed, payments shall be made within 30 days of the invoice date.
Late payments shall be increased, lawfully and without formal notice, by an annual interest rate equal to the European Central Bank's main refinancing rate plus 7 percentage points, rounded up to the nearest half percentage point.
If the invoice is not paid within 8 days of its due date, the outstanding amount will be increased by 15% after formal notice, and this for a minimum of €40 as compensation for special costs.
ETAP reserves the right, if after the conclusion of the agreement but before the full payment of the price, it appears that the customer's credit is compromised or if their creditworthiness is reduced, to demand this guarantee, which it deems necessary for the due execution of the commitments, even after delivery of the products. No formal notice is required in this context.
14. EXONERATING CIRCUMSTANCES
If they occur after the conclusion of the agreement and prevent or unreasonably complicate the execution thereof, all circumstances occurring beyond the control of the parties, such as labour conflicts, fire, shortage of means of transport, general scarcity of raw materials, restrictions on energy consumption, compelling government measures, terrorist acts, cyber attacks, epidemics, etc. The party invoking the aforementioned circumstances is to immediately notify the other party in writing of their start as well as their end. The occurrence of one of these circumstances releases both ETAP and the customer of all liability.
15. APPLICABLE LAW
This agreement shall be governed by Belgian legislation.
The Court of First Instance and the Business Court in Antwerp and the Justice of the Peace in Zandhoven, depending on their respective jurisdiction are solely competent to take cognizance of all disputes involving our deliveries and invoices.
If there is a difference between the various language versions of the general terms and conditions, the Dutch version shall prevail.
GENERAL TERMS AND CONDITIONS OF SERVICES ETAP Lighting International NV
1.1. These general terms and conditions and their appendices form an integral part of the offer or the contract, unless and insofar as we state otherwise in writing.
1.2. The general terms and conditions, together with the agreement of which they form an integral part, constitute the entirety of what has been agreed between the parties.
1.3. If the customer is not or is not the sole owner of the goods that are the subject of the agreed service, they shall inform the Service Provider in writing at the latest when the order is placed. They will have obtained the prior consent of the owner(s) for the services to be provided and will compensate the Service Provider for any possible claim resulting from failure to obtain such consent.
1.4. The customer shall immediately inform the Service Provider of any change in the rental agreement, ownership or operation of the goods that would occur after the agreement comes into effect. In the event that the rental agreement, ownership or operation of the goods is transferred to third parties, the customer undertakes to have the application of this agreement accepted by them. In any event, the customer shall at all times remain liable vis-à-vis the Service Provider.
1.5. The validity of the offers is limited to 1 month from the date of their dispatch. Orders are only considered final after written acceptance by the Service Provider.
1.6. Descriptions, loads and other data contained in catalogues, brochures, advertising announcements, price lists, etc., are provided for information only. This data is not binding except if the agreement expressly refers to it.
2. Content of the services to be provided
2.1. The Service Provider shall provide the service in the agreed location and, in the absence of an explicit agreement to this effect, in the location where the goods, which are the subject of the services, are located or in the Service Provider’s premises.
2.2. The Service Provider shall provide services during their normal working days and hours.
2.3. Services outside the scope of the Agreement and provided at the customer’s request shall be charged separately in accordance with the Service Provider’s rates applicable at that time.
3. Prices and payments
3.1. The provision of services outside the Service Provider’s normal working days and hours will give rise to a 50% price increase for services outside normal working hours and 100% for services on Sundays and public and collective holidays.
3.2. Travel to and from the site where the service is provided is not included in the price. The relevant price is determined by means of the Service Provider’s rates applicable at that time.
3.3. VAT and all current and future taxes, duties, charges, costs and expenses of any kind (e.g., statutory recycling contribution) shall always be borne by the customer.
3.4. The price as determined in the Agreement shall be adjusted annually on the anniversary of the entry into force of the Agreement in accordance with the following formula: P = P0(a+b(S/S0)) where the factors are determined as follows:
- P = fee to be paid.
- P0 = basic fee as determined in the agreement.
- S = reference hourly wage plus social security charges in the metalworking industry for the Province of Antwerp, recognised by the Federal Public Service Economy, SMEs, the Self-employed and Energy and published by Agoria for the month preceding the invoice date.
- S0 = see S, but for the month preceding the start date of the agreement.
- a = 0.20 is the fixed amount as determined by the Royal Decree of 30 March 1976.
- b = 0.80 is the variable amount as determined by the Royal Decree of 30 March 1976.
This formula may be altered in light of any amendments to the aforementioned Royal Decree, as well as following any ministerial approvals or obligations.
3.5. Payments shall be made in euros or in the agreed currency, net and without discount.
3.6. The Service Provider’s invoices are to be paid within 30 days of the invoice date.
3.7. Any unpaid invoice on its due date will be increased by 15% lawfully and without formal notice, for a minimum of €50, as fixed compensation. In addition, late interests will continue to be calculated in accordance with Clause 3.9, owed from the due date.
3.8. Late payments shall be increased, lawfully and without formal notice, by an annual interest rate equal to the European Central Bank's main refinancing rate plus 7 percentage points, rounded up to the nearest half percentage point.
3.9. In the absence of payment on the due date, the Service Provider reserves the right to stop the work after 10 days, commencing with the formal notice by registered letter that has not received a response. Exercising this right does not affect the right to payment of the price and any owed interests. The Service Provider undertakes to resume work within a reasonable period of time after payment, subject to compensation by the customer due to the disruptions caused to the Service Provider’s schedule.
4. Financial guarantees
4.1. If after the conclusion of the agreement it appears that the customer's credit is at risk or if their creditworthiness decreases, the Service Provider reserves the right to demand guarantees from the customer, which the Service Provider considers sufficient for the due performance of the agreed commitments. Refusal to satisfy this request, shall entitle the Service Provider to cancel the agreement in full or in part.
4.2. If the preceding paragraph is applied, the Agreement may be terminated lawfully by simple notification by registered letter from the Service Provider to the customer without prior formal notice. The Service Provider has the right to take back, without resorting to the courts, all documents, tools and delivered goods.
5. Termination by the customer
5.1. In accordance with Article 1794 of the Belgian Civil Code, the customer always has the option to terminate the contract at any stage of its execution, provided that they pay the Service Provider compensation that is at least equal to all expenses relating to the execution of the contract, the payment for the work delivered and everything that they could have gained from the completion of the work.
6. Customer's obligations
6.1. The customer must provide the technical documentation necessary for the provision of the services, as well as inspection reports for the equipment that is the subject of the service. This documentation remains the property of the customer and can only be used by the Service Provider or their subcontractors for the services to be provided.
6.2. The Service Provider shall inform the customer of the necessary features with regard to temperature, humidity, draught, water and electricity lines and other installation conditions with which the goods belonging to the customer and which are the subject of the agreed services must comply. Customers undertake to ensure that these conditions are met at their expense and that they are maintained.
6.3. Customers shall grant free access to their premises to the Service Provider and their representative during opening hours and during any additional times agreed between the customer and the Service Provider.
6.4. If special security measures have to be taken when entering the premises where the goods are located, customers shall inform the Service Provider of this fact in writing at the latest at the time the order is placed. This Includes, but is not limited to, the following: Safety boots and clothing VCA (safety, health and environmental checklist) or other certificates and documentation for staff.
6.5. Customers shall, at their own expense, provide all means necessary for the safe arrival of the goods. This Includes, but is not limited to, the following: Ladders, cherry pickers, safety harnesses.
6.6. If the Service Provider deems guidance by one of the customers’ employees necessary for the execution of (part of) the services, customers must comply at their own expense.
6.7. Customers must carry out the work on the installations that is necessary for the proper operation of said installations.
6.8. If customers do not comply with one of the obligations listed in Clauses 6.1 to 6.7, they shall reimburse all related costs to the Service Provider at the rates applicable at that time (e.g., cost of needless travel/call-outs). Furthermore, in these circumstances, the Service Provider is not bound to provide their services.
7. Implementation deadlines
7.1. Implementation deadlines are provided as an indication only and any delay shall not give rise to a breach of the agreement or to any compensation.
7.2. If a provided service involves a good, the service is considered completed once it is ready to be used by the customer or to undergo testing if included in the agreement.
7.3. If Clause 7.2. cannot be applied, the service provided shall be considered as completed once predetermined requirements involving the delivery have been met.
8.1 The Service Provider may instruct a subcontractor to perform the services or any part of the services at any time.
9.1. The Service Provider shall inform the customer of the completion of the services. As of this notification, the customer will proceed to the inspection of the work and to all tests that may be provided for in the agreement, after which, if they believe that the work has been carried out properly, they will accept it. Taking delivery implies acceptance of the services.
9.2. In the event of long-term agreements, extensive work or recurring services, the Service Provider may proceed to offer the completed parts of the agreed service for acceptance. If these parts are accepted, whether or not in accordance with Clause 8.4., these parts of the delivered services shall be considered as completed and the relevant guarantee period shall commence. Furthermore, the Service Provider can in this case proceed to invoice this component of the provided services.
9.3. Customers cannot refuse acceptance for minor defects that do not affect the operation of the equipment.
9.4. If acceptance is postponed without error on the part of the Service Provider, acceptance will be deemed to have been effected two weeks after the Service Provider announces the completion of the work.
9.5. If customers do not accept the service provided at the time it is made available by the Service Provider, they are nonetheless obliged to take into account the normal due date for payments involving the delivery.
10. Transfer of risk
10.1. Risk is transferred by the Service Provider to the customer at the time of actual or assumed acceptance in application of Clause 9.4. Customers shall take out adequate insurance against all risks (fire, theft) and shall ensure that adequate cover is provided for the equipment.
11. Retention of title
11.1. Until payment in full of all sums due under the Agreement, the Service Provider shall, to the extent possible under the law of the country in which such equipment is located, retain ownership of all accessories, loose or spare parts used in connection with or for the performance of the relevant service.
11.2. The Service Provider shall also, in the same conditions, have a right of retention on all goods and materials in their possession as a result of the performance of the relevant service.
11.3. The Service Provider automatically becomes the owner of all parts they have replaced under the contract.
12.1. The liability of the Service Provider for material damage and bodily harm caused by fault or negligence in the execution of this agreement is limited to the most recent annual price for the service paid by the customer.
12.2. Consequently, the Service Provider shall in no way be liable vis-à-vis the customer, whether contractually or non-contractually, for any other damage such as indirect damage, loss of profit or income, consequential damage, loss of production or for any claim made by a third party against the customer.
13. Duty of confidentiality
13.1. The Service Provider undertakes not to divulge any information involving production methods, organisation, work or any other information they may have obtained from the customer as part of the execution of this agreement. They undertake to impose the same duty of confidentiality on their representatives.
13.2. Customers undertake not to disclose any information involving techniques used, working methods, know-how, etc. that they would have obtained from the Service Provider either directly or through the execution of this agreement. They undertake to only appoint personnel absolutely necessary for the performance of this agreement and to impose the same obligation of confidentiality on them.
13.3. This confidentiality obligation on the part of the Service Provider and the customer remains unchanged, even after expiration of the agreement.
14. Force majeure
14.1. Exonerating circumstances include events that occur after the conclusion of the agreement and that prevent or unreasonably complicate the execution of the agreement, such as labour conflicts, fire, shortage of means of transport, general scarcity of raw materials, restrictions in energy consumption, compelling government measures, terror attacks, cyber attacks, epidemics, if these circumstances occur beyond the parties’ control. This list is not exhaustive and is only provided as an example.
14.2. The occurrence of one of these circumstances releases both ETAP and the customer of any liability.
14.3. The party invoking an exonerating circumstance must immediately inform the other party in writing of its occurrence and of the expiry of said circumstance.
14.4. Should one of these circumstances occur, the execution periods will be extended by a duration equal to that of the length of said circumstance.
14.5. If, as a result of one of these exonerating circumstances, the performance of the contract becomes impossible within a reasonable period of time, either party has the right to terminate the contract by means of a written notice to the other party. In such a case, the Service Provider will be entitled to payment for the services they have actually completed.
15. Exclusions and restrictions
15.1. Excluded from the services to be provided is the repair of direct and indirect damage resulting from:
- Lightning, fire
- Wars, disturbance of the peace
- Static electricity
- Negligence on the part of the customer or their representatives
- Use in a dusty or inappropriate environment such as too high a temperature, too high a humidity, etc.
- Overvoltage or network outages
- Damage to the goods due to transport after commissioning
- Modification, work on or repair to the goods, including software, carried out by persons other than the Service Provider
- The use of software or interfaces, not delivered by the Service Provider
- Abnormal or faulty use of the goods
- Normal wear and tear
15.2. The provision of services is also excluded if customers fail to fulfil their obligations as detailed in Clause 6
16. Applicable law and jurisdiction
16.1. The agreement and any arising disputes shall be governed by the law in force in the location of the Service Provider’s registered office.
16.2. For any dispute arising from this agreement, the courts in the location of the Service Provider's registered office shall have sole jurisdiction.