General conditions

Art. 1 - general provisions: These general terms and conditions apply to all business relations and agreements concluded by BUTTONSFORCLEANERS BVBA as well as to all offers and deliveries with the explicit exclusion of all other (possibly originating from the customer) terms and conditions. The application of these conditions is the decisive condition for the conclusion of the agreement by BUTTONSFORCLEANERS BVBA. Any deviation from these conditions must be the subject of a written agreement signed by BUTTONSFORCLEANERS BVBA. Should one or more conditions or part of them not be valid or should an explicit deviation be allowed, this will not affect the validity and applicability of the other conditions.

Art. 2 - Term of delivery and execution: The term of delivery or execution mentioned in the offer, confirmation of order and/or on any other document is only indicative. They have no binding force. Therefore, unless otherwise agreed in writing, failure to meet these deadlines shall not entitle the client to invoke the dissolution of the agreement, to refuse the goods or works or to claim any damages. Additional work (all services not included in the price specified in the order confirmation and requested by the customer as well as unforeseen circumstances during the work of which BUTTONSFORCLEANERS BVBA has not been informed by the customer) will be charged to the customer by BUTTONSFORCLEANERS BVBA at the current hourly wage rates specified in BUTTONSFORCLEANERS BVBA's quotation, unless there is a separate agreement on this between the parties. Installation and assembly work will be carried out under direction at the agreed rate of BUTTONSFORCLEANERS BVBA. Interruptions during assembly due to the clients and/or third parties may result in additional costs and possibly postpone the completion date. During the performance of placement and/or assembly services, the client will provide BUTTONSFORCLEANERS BVBA with the necessary sources of energy in a timely manner and at its expense, as well as any necessary lockable premises near the placement address where machines and parts, appliances, equipment and materials can be stored. Unless otherwise agreed, the rental of an elevator, work platform or parking space is not included in the prices of BUTTONSFORCLEANERS BVBA.

Art. 3 - Prices and rates: The budget given in offers of BUTTONSFORCLEANERS BVBA is based on the performances and deliveries mentioned therein and on the values of wages etc. applicable at that time. The prices mentioned are always exclusive of V.A.T. Budgets or price offers for projects are only given as an estimate or guideline. Fixed prices may only apply if this is explicitly deviated from in the quotation. In case of fixed prices, these only apply to standard works without special difficulties or risk factors.

Art. 4 - Cancellation and early termination: Cancellation of the order will be considered as a breach of contract. In this case, BUTTONSFORCLEANERS BVBA will be entitled to full compensation for costs already incurred and loss of profit. This compensation will, without prejudice to BUTTONSFORCLEANERS BVBA's right to claim additional damages, be at least 15% of the agreed price in case of cancellation within three weeks after ordering and at least 50% of the agreed price in case of cancellation later than three weeks after ordering. BUTTONSFORCLEANERS BVBA reserves the right to consider the agreement terminated by operation of law and without prior notice of default, in case of bankruptcy, judicial reorganization, apparent inability to pay, repeated failure to pay on the part of the contractor despite a registered notice of default, as well as in case of seizure of the customer and any drastic change in the legal situation of his customer, which may cause BUTTONSFORCLEANERS BVBA to seriously doubt the correct execution of the agreement.

Art. 5 - Execution of assignment: The client undertakes to provide BUTTONSFORCLEANERS BVBA with all information that may be useful and necessary in order to enable BUTTONSFORCLEANERS BVBA to execute the assignment in accordance with the specific needs and wishes of the client. The client undertakes to entrust the execution of the order exclusively to BUTTONSFORCLEANERS BVBA, which will take all necessary professional care to provide the services and performances to be delivered and will execute the order according to the rules of the art. The client explicitly acknowledges the right of BUTTONSFORCLEANERS BVBA to be assisted by its employees and/or subcontractors for the execution of this agreement.
appointees and/or subcontractors and the right of BUTTONSFORCLEANERS BVBA to use the name and logo of the client as a reference. If BUTTONSFORCLEANERS BVBA needs to process specific data or details in the execution of its order, the client is obliged to deliver these at the time and at the delivery address stated in the quotation or otherwise agreed in writing. The data in digital form will be delivered in the agreed format and on the agreed carriers. BUTTONSFORCLEANERS BVBA bears no responsibility for damage or loss while handling the data or information provided by the client unless the safekeeping of such data and information was explicitly part of the written assignment entrusted to BUTTONSFORCLEANERS BVBA. The client shall indemnify BUTTONSFORCLEANERS BVBA against claims or demands of third parties due to infringement of contractual or intellectual property rights of those third parties by the use of the data or information provided by the client or by the assignment entrusted to BUTTONSFORCLEANERS BVBA. In all cases, BUTTONSFORCLEANERS BVBA remains entitled to reuse its know-how and experience for similar assignments.

Art. 6 - intellectual property rights: All software, diagrams, models, drawings, working methods, process descriptions etc) produced by BUTTONSFORCLEANERS BVBA in execution of the agreement are and shall remain BUTTONSFORCLEANERS BVBA's exclusive property. They may not be copied or shown or made available to third parties for any purpose whatsoever without the written consent of BUTTONSFORCLEANERS BVBA, in whole or in part. The client is not allowed to remove any indication concerning copyrights, brands, trade names or other rights of intellectual or industrial property from the software, designs, documents or other carriers. Violations by the customer of the obligations described in this article will automatically and without prior notice of default give rise to a fixed compensation of EUR 2,500 per established violation, payable at the first request of BUTTONSFORCLEANERS BVBA, without prejudice to its right to claim additional damages.

Art. 7 - Acceptance and transfer of risk: The goods ordered shall be delivered and accepted or deemed to have been accepted at the time when the goods are handed over to the client and/or put into service. Goods to be assembled on site shall be accepted by the principal before the assembly work is commenced. The works are deemed to be accepted at the time of their completion and delivery (see delivery document or delivery note) and if no explicit and motivated refusal to proceed with delivery is formulated at that time. The risk in connection with the goods and the works is transferred to the client at the time of delivery but ownership is only transferred at the time of full payment. Until that time, BUTTONSFORCLEANERS BVBA can freely dispose of them. This clause of retention of title is also applicable in case of bankruptcy insofar as the goods are in kind with the customer. On penalty of expiry, the legal action will be instituted before the official report of the verification of the claims is closed.

Art. 8 - Force majeure: The cases of force majeure, regardless of whether they temporarily or permanently make the execution of the contract impossible, suspend or extinguish BUTTONSFORCLEANERS BVBA's obligations under this contract and release BUTTONSFORCLEANERS BVBA from any liability or damage that may arise as a result. Are considered as cases of force majeure on the part of BUTTONSFORCLEANERS BVBA wars and similar situations, decisions of the public authorities, strikes, floods, fire, as well as any cause independent of the will of BUTTONSFORCLEANERS BVBA as a result of which the delivery and/or performance of the goods/works is impossible. This enumeration is not exhaustive.

Art. 9 - Guarantee and liability: Unless explicitly agreed otherwise, BUTTONSFORCLEANERS BVBA's contractual obligations are always obligations of means. In case of non-conforming delivery, missing works or justified refusal of delivery, BUTTONSFORCLEANERS BVBA will in no case be obliged to do more than replace, supplement, adjust or finish the works. The liability of BUTTONSFORCLEANERS BVBA in principal sum, interest and costs, is always limited to the price of the order. However, if the agreed price is higher than the amount covered by BUTTONSFORCLEANERS BVBA's third party liability insurance, BUTTONSFORCLEANERS BVBA's liability shall be limited to the latter amount. The conditions of BUTTONSFORCLEANERS BVBA's liability policy can be inspected at any time by the
client at his first request. In case of purchase/sale of goods, the warranty is limited to the warranty provided to the manufacturer-supplier of BUTTONSFORCLEANERS BVBA, which the customer is deemed to be aware of, on the understanding that BUTTONSFORCLEANERS BVBA can never be held liable for accidents or damage caused to persons or goods, nor for the damage due to visible or hidden defects of the delivered goods or works or other shortcomings, if these are entirely or partially due to hidden piping in the walls or floors and/or if the goods or works are placed, loaded, stored, processed, used or maintained by the client without observing the normal conditions of use and/or caution to be observed and/or if these are due to the poor condition of the walls and/or premises, the premises not being regularly inhabited or used, incompetent handling, fluctuations in the mains voltage or, still, the changes to the concept made by the client. In case of delivery of services, BUTTONSFORCLEANERS BVBA, after the expiry of the contractual warranty period, is only obliged to provide warranty if a maintenance contract has been concluded with BUTTONSFORCLEANERS BVBA and in accordance with the terms and conditions of this maintenance contract. In no case can BUTTONSFORCLEANERS BVBA be held liable for indirect damage, consequential damage, damage to third parties, damage due to business stagnation or missed savings.

Art. 10 - complaint procedure: The protest against invoices must, on pain of forfeiting the right to protest, be motivated by registered letter or by fax within eight days of the invoice date. Without prejudice to the above, no complaint for visible defects, missing goods or work, or non-conforming delivery can be formulated after the day of acceptance, as stipulated in Article 7 of these terms and conditions, and any other complaint must, in order to be valid, be substantiated, contain a detailed description and be made by registered letter or fax within 72 hours following the event that could involve the liability of BUTTONSFORCLEANERS BVBA. In the absence of a complaint within the aforementioned time limits, any use and even partial use of the goods or works will be considered as an act of approval or acceptance.

Art. 11 - terms of payment: BUTTONSFORCLEANERS BVBA reserves the right to demand advance payments (in any case but not limited to an advance of 30% when placing the order). In case of cancellation of the agreement, the paid advances will definitively remain acquired in favour of BUTTONSFORCLEANERS BVBA up to the amount stipulated in Article 4. Invoices by BUTTONSFORCLEANERS BVBA are payable at the registered office of BUTTONSFORCLEANERS BVBA or by transfer to its bank account IBAN BE43 7390 1715 9301 BIC KREDBEBB within 8 days after invoice date for advance invoices and within 30 days after invoice date for other invoices. The costs shall be borne by the client. Invoices not paid on the due date shall be increased, ipso jure and without notice, by a fixed indemnity of 10% of the principal amount, with a minimum of EUR 150, as well as interest from the due date of the invoice, at a rate of 1% per month. The customer shall in all cases remain jointly and severally liable for the payment of BUTTONSFORCLEANERS BVBA's invoices, even if BUTTONSFORCLEANERS BVBA has accepted to draw up the invoices in the name of a third party. The non-payment on the due date of one invoice, makes the balance due of all other, even non-due invoices immediately payable by right and also gives BUTTONSFORCLEANERS BVBA the right to suspend all current orders, assignments and services. The payments will always be used to first settle the oldest outstanding debts including the interest due.

Art. 12 - Non-recruitment: The client undertakes, both during the term of the agreement and during the 24 months following the termination of the contract, to refrain from approaching, directly or indirectly, employees and/or appointees of BUTTONSFORCLEANERS BVBA and/or subcontractors of BUTTONSFORCLEANERS BVBA made known to the client, with a view to employing them and/or organising an occasional or long-term collaboration, unless otherwise agreed by BUTTONSFORCLEANERS BVBA.

Art. 13 - Applicable law and settlement of disputes: All disputes between the parties involved arising from or relating to the order and the agreement between the parties will fall under the exclusive jurisdiction of the courts of the district of BUTTONSFORCLEANERS BVBA's registered office. Belgian law is applicable.