Article 1 – Applicability.

Only the following general terms and conditions of sale of THIERS-HORIZON NV (hereinafter referred to as “Thiers-Horizon”) apply to purchase-sales contracts, deliveries of goods and services concluded by/with Thiers-Horizon. By the mere fact of placing an order, the buyer/client acknowledges that he/she has taken note of and fully agrees to these general terms and conditions of sale. These general terms and conditions of sale can neither be modified nor waived, without the written and express consent of Thiers-Horizon to do so. The present terms and conditions of sale nullify all contrary provisions printed on the buyer/client’s correspondence or order forms.

Article 2 – Offers, prices and agreement

Unless contrary provision, the offer is valid only during a period of 30 calendar days. Any offer or agreement made by any of Thiers-Horizon’s representatives, agents or intermediaries in general shall bind Thiers-Horizon only after written confirmation by an authorized representative to represent Thiers-Horizon validly and only insofar as the offer or agreement does not derogate from these general conditions of sale. All verbal commitments by Thiers-Horizon staff members of whatever nature are valid only after written confirmation by the Vendor. An offer e-mail or telephone commits the Seller only after written confirmation thereof.

Article 3 – Dependency and price increases

In the event that the suppliers on whom we depend refuse to execute our orders, either for the entire delivery or for the necessary raw materials, we are entitled to consider our customers’ orders as not accepted, and this without any compensation on our part. If these suppliers oblige us to pay a price increase pursuant to their terms of delivery, we shall be entitled to charge this increase to our customers. Notwithstanding the agreed price, all additional costs resulting from increases in transport rates, import duties and, in general, all cases of force majeure and events beyond our control shall also be borne by the customer.

Article 4 – Delivery times

The delivery and execution dates are for information purposes only and in no way bind us to deliver or execute on the set date. The expiry of a delivery date can never be invoked to cancel the contract. No compensation may be claimed for late delivery or execution.

Article 5 – Terms of payment, price and costs

Our invoices are always payable at Schoten. Unless otherwise stipulated in writing, our invoices are payable within 30 days. All prices are always expressed in euros. However, reservations are made for possible typing errors or material mistakes. Thiers-Horizon will invoice the products and services in accordance with the terms and conditions of these general terms and conditions or the offer. Prices are charged either at fixed price or on a cost-plus basis. In case of non-payment of an invoice, Thiers-Horizon has the right to suspend the execution of a subsequent phase without prior notice. In order to avoid collection costs and interest, our customers are requested to pay our invoices on the due date. If we have to undertake collection, our discharges will be increased by the expenses and interests. All invoices are payable within 30 days. By law and without notice, the outstanding amount will be increased with 12% interest per year and with a fixed compensation equal to 15% of the invoice amount, with a minimum of 250 euro. In case of non-payment of the invoice within the predetermined payment term, a reminder procedure will be initiated. When the formal notice is sent by the judicial officer, the latter will apply the civil and commercial tariff RD 30.11.1976. This tariff will be applied for the possible amicable phase (non-exhaustive: formal notice – information – right to file, right to discharge and right to recover) as well as for the possible judicial phase. All resulting costs shall be borne by the debtor.

Article 6 – Complaints

All complaints regarding the condition of the goods, the execution of the work, and the drafting of the invoice must be made in writing and within 8 days of receipt of the invoice. Complaints submitted after this period are no longer admissible.

Article 7 – Bank guarantees / deductions

Thiers-Horizon will not accept bank guarantees or deductions for contracts under €25,000, also the bank guarantee cannot exceed 5%. At provisional delivery, half will be due and payable by Thiers-Horizon. At final acceptance, no later than 2 years from the invoice date (execution), the full balance of the deposit will be due and payable.

Article 8 – Changes and additional work.

Any change, addition or omission regarding the work described in the quotation/agreement must be agreed in writing within 5 working days. Additional work means any change to the agreement or the terms of execution, action, delivery, work or change in quantities not described in the quotation. Notwithstanding art.1793 of the Civil Code, additional work can be proved by all legal means, additional work at the request of the customer will be charged on a cost-plus basis or at a fixed price. If the client grants an order to perform works without Thiers-Horizon having knowledge of all relevant information at the time of the quotation, the client accepts to compensate the contractor for all additional works resulting from the later knowledge of this information. All additional work resulting from this unacknowledged relevant information will be charged on a directional basis.

Article 9 – Force majeure

There is force majeure in the event of an unaccountable impossibility for one of the parties to fulfill its obligation. The unforeseeable and unavoidable nature of the impediment to performance may be taken into account. The following situations, among others, may be taken into account as force majeure: any situation beyond the control of one of the parties, such as fire, labor disputes (strike), pandemic, war, requisition, embargo, general transport shortages, energy restrictions or energy shortages, unavailability of materials and equipment, insofar as they are due to a case of force majeure as described above. In case of definitive force majeure, the parties are fully released from their obligations to each other and the contract will be dissolved. In the event of temporary force majeure, performance of the obligation is suspended for the duration of the temporary impossibility, plus the time required to restart the site. If the suspension lasts unreasonably long in relation to the initial predetermined period of performance, each party has the possibility of terminating the contract, after a prior notice of default which, 10 working days after it has been sent, has remained unanswered. As soon as a party has or should have knowledge of a case of force majeure, it must notify the other party in writing within 10 working days.

Article 10 – Execution of works and date of execution

Bad weather conditions may cause works to be suspended temporarily or permanently. This temporary suspension entails by law, and without compensation, the modification of the originally planned execution date. Materials on site remain the property of Thiers-Horizon at all times. This as long as all invoices have not been paid or as long as the site has not been completed.

Water and electricity are provided free of charge by Thiers-Horizon. In special circumstances, Thiers-Horizon may supply water itself upon payment of a fee. Insulation blocks may be delivered by an outside firm or supplier. The delivery date will be communicated to the client in writing. The client must always provide space on the site for the temporary storage of these blocks. If the delivery date is changed, the principal will be informed in writing by the contractor. A change can be requested up to 10 working days before the actual delivery. If this deadline is not respected, the materials will be delivered to the site anyway. If the client moves the execution period, on his own initiative, and the blocks have already been delivered, an interim invoice will always be charged if there are more than 30 calendar days between both dates. The client ensures that the site is easily accessible for the building materials, personnel, equipment (truck, pumps), … of us and/or subcontractors. An execution date is only given definitively after receipt of the client’s written agreement. The execution date can also not commence until the client provides data necessary for the execution of the work. A signed contract/quotation/approval of execution plan. Thiers-Horizon will determine when he can restart the works, without any compensation for delay.

Article 11 – Safety coordination

Unless otherwise specified, all collective security measures imposed by the security coordinator shall be at the principal’s expense.

Article 12 – Liability

Thiers-Horizon can only be held liable by written notice of default. Whereby the client has given Thiers-Horizon a reasonable period to remedy the shortcomings. Under no circumstances may Thiers-Horizon be held liable for: damage caused by the client and/or third parties, damage as a result of incorrect or incomplete information, non-compliance by the client with legal or other obligations. The 10-year liability commences on our last day of execution. Under no circumstances can it commence upon provisional or final delivery.

Article 13 – Transfer of risks.

The principal must ensure that the goods, materials or installations to be delivered by the contractor can be safely stored. Insofar as the principal complies with the aforementioned obligation, the transfer of risks envisaged by Articles 1788 and 1789 of the Old Civil Code shall take place as follows: in the case of works involving the incorporation of materials, as incorporation progresses or, in the case of delivery, as delivery takes place.

Article 14 – Early termination of the contract

Termination of the assignment entrusted to Thiers-Horizon by the client, before or during the execution of the works, is always possible, in which case the client will be obliged to pay in full the costs and charges already incurred, the works already carried out, together with the materials and supplies already delivered, plus a compensation equal to 20% of the total contract sum excluding VAT for the fact that Thiers-Horizon has suffered a further loss. If Thiers-Horizon itself breaks or cancels the contract or if the contract is broken through the fault of the contractor, the customer, insofar as he is a consumer, shall be entitled to the same compensation at the expense of Thiers-Horizon.

Article 15 – Ownership

The materials delivered under this contract, even after their incorporation, shall remain the property of Thiers-Horizon and the principal shall be the holder of them only until the price has been paid in full. The contractor may, after prior written notice to the client for failure to fulfill his obligation to pay, detach and repossess the materials, goods or installations without the client’s consent. This right shall lapse and ownership shall pass as soon as the principal has paid all his debts to Thiers-Horizon. In any case, the aforementioned rights must be exercised in good faith. Any plans/drawings/sketches/samples always remain the intellectual property of Thiers-Horizon; they may not be transferred to third parties without written consent.

Article 16 – Processing of personal data (GDPR).

Thiers-Horizon collects and processes personal data received from the client for the purpose of contract performance, customer management, accounting and direct marketing activities. The legal grounds are performance of the contract, fulfillment of legal and regulatory obligations and/or legitimate interest. The controller is Thiers -Horizon – Brechtsebaan 116 – 2900 Schoten. These personal data will only be passed on to processors, recipients and/or third parties to the extent necessary in the context of the aforementioned purposes for processing. The client bears responsibility for the accuracy of the personal data he provides to Thiers-Horizon and undertakes to comply with the General Data Protection Regulation in respect of the persons whose personal data he has transmitted to Thiers-Horizon, as well as in respect of any personal data he may receive from the contractor and his employees. The client confirms that he was adequately informed about the processing of his personal data and about rights of access, rectification, erasure and objection. For more information, see the contractor’s Data Protection Notice, at www.thiers-horizon.be

Article 17 – Applicable law and jurisdiction

Any dispute shall be governed by Belgian law and shall fall within the exclusive jurisdiction of the courts of the plaintiff’s district.