All commercial transactions between A.C.I. bvba (hereinafter referred to as ‘A.C.I.’) and the client are governed by the present general terms and conditions. By operation of law, these terms and conditions take precedence over the client’s terms and conditions of purchase or other terms and conditions, even where the latter state that they are the only terms and conditions that apply. The possible nullity of one or more clauses in the present general terms and conditions shall not prejudice the applicability of all other clauses. A.C.I. reserves the right to amend the provisions of the present general terms and conditions.
All A.C.I. quotes are provided entirely on a no-obligation basis. They remain valid for one month. Quotes only include work that is expressly specified therein. All prices, quantities and execution or delivery times stated are provided for reference only.
Unless otherwise agreed in writing, A.C.I. shall be within its rights to carry out and bill replacements and additional work the necessity of which becomes apparent during the execution of the contractually agreed work.
Agreements are formed only further to written or electronic confirmation of a client’s order by A.C.I., or after A.C.I. has made a start on the execution of the work. Any changes or additions after the agreement was formed shall be valid only further to written agreement by both parties.
All execution or delivery times are stated by way of reference only. On no account shall any non-compliance with the said times constitute grounds for terminating the agreement to A.C.I.’s prejudice and detriment, to subrogation or to payment of any kind of compensation to the client. Changes to the order shall automatically result in the nullification of the execution or delivery times as envisaged. All circumstances that were reasonably unforeseeable at the time the quote was raised and which render the performance of the agreement financially or otherwise more burdensome or difficult (such as weather conditions, delays at suppliers, illness, staff shortages, strikes, circumstances relating to A.C.I.’s business organisation, delays by other contractors working at the job site, the client’s failure to provide A.C.I. with the information necessary to execute the order) shall be considered as cases of force majeure. They shall entitle A.C.I. to request the revision, compensation for or dissolution of the agreement by simple written notice addressed to the client, without A.C.I. being or becoming liable for compensation in any shape or form. Where A.C.I. workers arrive at a job site at the agreed time to carry out the work and are unable to proceed with the work, all associated costs and hourly wages shall be billed.
In the event an order or purchase is cancelled, even if only in part, the client shall be billed a sum in compensation equal to 10% of the price of the cancelled order or purchase with a minimum of EUR 500, without prejudice to A.C.I.’s right to claim compensation of a higher amount subject to bringing proof thereof.
Unless otherwise agreed in writing, in all cases the client shall report any complaints to A.C.I. by letter sent by recorded delivery:
(a) In the event of visible defects or non-conformities, within eight (8) days of the invoice date
(b) In the event of hidden defects, within eight (8) days after the flaw was established
In addition to the situations which come under the ten-year liability period, A.C.I. offers a guarantee of a maximum of 6 months of the invoice date of the work or goods for hidden defects, without the guarantee period being allowed to extend beyond that offered by the suppliers, sub-contractors or manufacturers of the materials.
A.C.I.’s liability for visible and/or hidden defects shall no longer be available to be invoked after the aforesaid terms have expired. Beyond these periods, the work shall be deemed to have been definitively accepted whereby this point in time shall be considered as the sole and definitive handover. Entering a complaint shall not entitle the client to suspend its obligations to remit payment. Any claim to be held harmless shall cease in the event of incorporation, alteration or repair by the client or by third parties, in the event of abnormal or extraordinary use, stress and/or wear and tear of the materials or goods used, damage caused by force majeure, frost damage or damage caused by dampness or water. A.C.I.’s liability shall be limited to the liability imposed by law. As such, A.C.I. shall on no account accept liability for indirect prejudice, such as loss of turnover, loss of profit or increases in general costs. Nor shall A.C.I. accept liability for defects caused directly or indirectly by an act of the client or a third party, regardless of whether such defects are caused by error or negligence. Where A.C.I.’s liability is upheld, it shall be limited to (total or partial) replacement or repair or to the reimbursement of the price. In addition, A.C.I. waives all liability for errors due to incorrect or incomplete information (including information regarding the choice of materials or working methods) provided by the client.
A.C.I.’s prices (unless otherwise specified) are exclusive of VAT and exclusive of delivery, transport and insurance and administrative costs.
Except where otherwise stated in writing on the invoice, A.C.I.’s invoices are payable at its registered office, within 20 days of the invoice date. By operation of law, the amount of each invoice that has not been paid in full on the maturity date shall be raised, without notice of default, by a late interest equal to 1.25% per month, whereby each month started shall be considered as wholly expired, plus a flat rate sum in compensation equal to 15% over each invoice left unpaid, with a minimum of EUR 250 per invoice, without prejudice to A.C.I.’s right to claim compensation of a higher amount subject to bringing proof thereof.
Where the client remains in default of payment of one or more outstanding invoices or accounts receivable, or in the event of (imminent) bankruptcy, court-ordered or amicable dissolution, application for WCO (Continuity of Companies Act ACA) status, cessation of payments, or upon receipt of unfavourable solvency or trade information regarding the client, A.C.I. shall be within its rights to either suspend the execution of the work or the delivery of the goods until all outstanding amounts, including the added sum in compensation and default interests, have been settled, or to dissolve the agreement free of charge by letter sent by recorded delivery. In addition, any of the above situations shall result in all outstanding invoices becoming instantly claimable, even where they are not yet due, with all payment terms granted ceasing to apply. Payments by instalment shall be accepted in all cases, subject to all reservations and without any prejudicial acknowledgement, and shall first and foremost be assigned to pay for the interest due, then to the sum owed in damages, and finally to the outstanding principal amount.
Invoices and/or accounts receivable may be protested to valid effect only by letter sent by recorded delivery stating grounds and within eight days of the invoice date, specifying the invoice date and number.
Where the materials or raw materials are supplied by A.C.I., the title of ownership of said materials or raw materials, along with all goods sold, shall remain with A.C.I. until payment has been received in full of the sums due (principal amount, interests and costs) by the client. The client shall not be permitted to either sell, pledge to a third party or freely dispose of the materials supplied in any shape or form, as long as the price has not been paid in full.Where the foregoing is breached, A.C.I. shall automatically acquire a preferential claim in respect of the sales prices effected of the materials, whereby the client shall be under obligation to pay A.C.I. a flat rate sum in compensation equal to 50% of the contract or sales price.Materials travel at the client’s risk. Once the goods and materials have been delivered by A.C.I. either to the client, or at the job site, all risks inherent to the materials shall be borne by the customer whereby A.C.I. shall no longer be liable for damage to or theft of these goods, without prejudice to the aforesaid retention of title.
Your personal details are processed by A.C.I. for the purposes of customer management based on the contractual relationship resulting from your order/purchase and for direct marketing based on our legitimate interest in doing business. If you do not want us to process your data for direct marketing purposes, simply notify us at info@studioclement.be.
You can also use the same e-mail address to inquire which data relating to you we process and to correct or delete such data, or to request they be ported. If you disagree with the way we process your data, please contact the Commission for the Protection of Privacy (Drukpersstraat 35, 1000 Brussels). Please go to our website at www.studioclement.be under the ‘privacy’ button for a more detailed overview of our data processing policy.
All disputes arising from these general terms and conditions as well as from any other agreement between A.C.I. and the client shall be governed by Belgian law and shall be heard by the courts of competent jurisdiction of the legal district of Kortrijk.
