GENERAL TERMS AND CONDITIONS (B2B – B2C)

Definitions

• General Terms: means these general terms and conditions of SprimoInstall;
  Services: means the services provided by SprimoInstall, including but not limited to the provision of Products and transport and installation services;
• Services Guarantee: has the meaning set out in clause 10.1 of these General Conditions;
• Warranty Claim: has the meaning set out in clause 10.7 of these Terms and Conditions;
• Global Price: the price as provided for in the Price Quotation;
• Customer: (i) the natural person who concludes the Agreement or the legal person in whose name a representative or authorised representative concludes the Agreement in the context of professional activities, or (ii) the natural person acting outside the context of a commercial, professional or business activity who concludes the Agreement;
• Agreement: refers to the Price Quotation accepted and signed by the Customer;
  Price Quotation: means a price quotation for the Products and Services provided by SprimoInstall via the Salesforce platform or by e-mail at the request of the Customer, as further specified in Article 3;
• Products: means the glass and accessories delivered and installed by SprimoInstall;Product warranty: has the meaning set out in Art. 10. 4 of these General
• Conditions;Line prices: means the hourly rates applicable at the time when any additional work is performed by SprimoInstall, and which rates will be communicated to the Customer upon first request;SprimoInstall: Sprimo Installation Services BV, a limited liability company incorporated under Belgian law with its registered office at Rue de Louveign%C3%A9 94-96 in 4140 Sprimont, registered in the Crossroads Bank for Enterprises under no. 0757. 827.742 (RPR Liege, Liège Division); andTechnical Infofiche: the technical infofiche of SprimoInstall, as delivered to the Customer, in which the technical requirements relating to the construction site where the Services are provided are stated.

2. General

2.1. Without prejudice to any other special conditions agreed in a separate written agreement, each Price Quotation and invoice between SprimoInstall and the Customer is subject to the provisions of these General Terms and Conditions.

2.2. In case of conflict between the General Terms and Conditions and the Price Quotation, the Price Quotation shall prevail.

2.3. The Customer has been informed in advance of these General Terms and Conditions and accepts them. The Customer’s general terms and conditions do not apply.

3. Agreement

3.1. All SprimoInstall’s Price Quotations are valid for a period of thirty (30) calendar days from the date of the Price Quotation. Within this period of thirty (30) calendar days, the Customer may validly accept and sign the Price Quotation on the basis of the prices stated in the Price Quotation. If a Price Quotation is accepted and signed by the Customer after this period of thirty (30) calendar days, SprimoInstall reserves the right to change the prices and confirm these changed prices in a new Price Quotation.

3.2. The Price Quotation signed by the Customer is binding on the Customer, unless the Customer informs SprimoInstall within a period of twenty-four (24) hours after the signing of the Price Quotation on the informs of any errors in the Price Quotation. All prices and specifications set out in this Price Quotation are binding on both SprimoInstall and the Customer and cannot be changed except (i) by mutual agreement or (ii) if there are circumstances justifying a price change by SprimoInstall, as set out in these Terms and Conditions.

3.3. Agreements can only be cancelled by the Customer within a period of forty-eight (48) hours after signing the Price Quotation. In this case, the Customer shall owe SprimoInstall a lump sum compensation of ten percent (10%) of the amount of the Price Quotation, with a minimum of one hundred and twenty-five (125) euros, without prejudice to SprimoInstall’s right to claim additional damages if it can prove to have suffered damages in the amount of a higher amount. Any cancellation after the expiry of this period entitles SprimoInstall to charge the full amount of the Price Quotation.

4. Prices, price changes and additional work
General

4.1. The prices quoted by SprimoInstall in the Price Quotation are always global prices, based on the dimensions of the Products and installation modalities provided by the Customer. If SprimoInstall states other unit prices, advantage prices, detailed prices or estimated total prices in any other document, these prices are indicative.

4.2. SprimoInstall always applies net prices. These prices are not compatible with other discounts, such as cash discount or any other promotional offers. The Global Price applied by SprimoInstall is exclusive of VAT. The applicable VAT percentage is stated in the Price Quotation and on the corresponding invoices.

4.3. Unless otherwise expressly agreed between SprimoInstall and the Customer in the Price Quotation, the following are not included in the Global Price: (i) the removal or replacement of taps, shower rods or similar appliances, (ii) the connection of electrical sockets, (iii) any costs related to Services to be performed on a floor other than the ground floor (ladder lifts etc. ), (iv) any other costs related to cleaning, waste and monitoring of the construction site, (v) costs and/or charges pursuant to occupancy of public space(s) and (vi) costs for specific tests or mock-ups,(vii) clearing of site (including construction debris etc…) in order to commence works.

Price changes
4.4. It is the Customer’s responsibility to provide SprimoInstall with the exact dimensions for the Products at his own risk. The Customer acknowledges and accepts that these dimensions determine the overall prices in the Price Quotation. Unless otherwise stipulated, prices are calculated on the basis of rectangular glazing, without corner or edge cut-outs. The length and width measurements of the Products are rounded up to the nearest millimetre. The measured areas are rounded up to the nearest dm², with a minimum of 0.5 m² per volume. All Products with an irregular shape or model windows must be measured according to the dimensions of the smallest surrounding rectangle, in accordance with the provisions of standard NBN B 06-001. If SprimoInstall finds that the dimensions provided by the Customer are incorrect, SprimoInstall is entitled to adjust the Global Price based on the correct dimensions.

4.5. If, after the Customer has signed the Price Quotation, SprimoInstall determines, upon measurement or otherwise, that:
(i) the Products are to be model-shaped or with corner or edge cut-outs;
(ii) the specified glass modules need to be changed;
(iii) the length and width ratios of the Products need to be changed; or
(iv) a comprehensive calculation for the dimensioning of the various components by SprimoInstall is required;
the Customer acknowledges that this may give rise to an increase in the Global Price.

4.6. SprimoInstall is entitled, if the Services cannot be performed within a period of 9 months from the signing of the Price Quotation, due to a cause attributable to the Customer or third parties, to apply the price revision formula set out below:

where
p = the revised or adjusted contract price
P = the contracting price based on the contract or agreement
s = the average hourly wage in effect on the starting date of the month considered in the requisition or instalment payment, plus a % of social security charges and insurance (in private contracts: the starting date of the works to which the payment/invoice relates)
S = idem average hourly wage in force 10 days before the opening date of tenders (in private contracts: date of signature of the contract)
i-2021 = index, based on annual consumption of most used materials and raw materials by construction company, relating to calendar month before start date of period considered in monthly instalment payment (in private contracts: calendar month before start date of works to which payment/invoice relates)
I-2021 = idem index referring to calendar month before tender opening date (in private contracts: calendar month before contract conclusion date)

4.7. If the amended Global Price (in accordance with the application of Clause 4.4, Clause 4.5 or Clause 4.6) is more than ten per cent (10%) higher than the initial Global Price stated in the Price Quotation, SprimoInstall must seek prior approval from the Customer.

Additional work
4.8. The Global Prices apply only to a global order for all Services and Products specified in the Price Quotation and a performance of the Services in one (1) phase unless otherwise specified in the Price Quotation. Additional work in connection with the phased execution of the Services shall be calculated and invoiced separately based on the applicable Directions Prices.

4.9. If drawing work for the preparation of (detailed) plans is provided for in the Price Quotation, the Customer acknowledges that a maximum of two (2) revisions are included in the Global Price. As soon as a third revision is required, SprimoInstall will charge the additional drawing hours on the basis of the applicable Directions Prices.

4.10. At the request of the Customer, an “as-built” file, in digital version, can be prepared by SprimoInstall after completion of the Services. The costs for the preparation of such file shall be separately calculated and invoiced to the Customer on the basis of the applicable Directions Prices.

4.11. If, following a visit to the Customer’s construction site, SprimoInstall determines that additional materials or hoisting equipment must be made available or that additional work hours must be performed, SprimoInstall has the right to revise the price offer or invoice such additional costs and work hours at Regierijzen.

5. Payment

5.1. In the event that the Customer does not have credit insurance, SprimoInstall reserves the right to require an advance payment of the Global Price before the Services are delivered to the Customer. If the Customer is acting outside the scope of a commercial, professional or business activity, the Customer shall always pay an advance in the amount of fifty percent (50%) of the Global Price prior to the commencement of the Services by SprimoInstall.

5.2. SprimoInstall reserves the right, following a decision by SprimoInstall’s credit insurer, to change the payment term, as stated in the Price Quotation, after signing the Price Quotation and to include this new payment term in the invoices. Unless otherwise written indication on the invoice, all invoices are payable, net without discount, no later than the due date, as stated on the invoice.

5.3. Any dispute in connection with invoices from SprimoInstall must be notified within eight (8) calendar days from the date of the invoice. After this period, any invoice shall be deemed final and accepted.

5.4. Any invoice not paid or not paid in full on the due date shall, by operation of law and after prior notice of default, give rise to default interest on the outstanding invoice amount from the due date at the statutory interest rate as applicable in respect of consumers or in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions, as amended from time to time. In doing so, each month started counts for a full month.

5.5. Any late payment by the Customer also entitles SprimoInstall to charge administration costs in the amount of ten percent (10%) of the invoice amount, with a minimum of one hundred and twenty-five (125) euros. These administration costs remain due upon (late) payment of the principal amount of the invoice. Late payment or non-payment of an invoice on the due date entitles SprimoInstall to postpone or suspend the Services until the outstanding due invoices are paid in full. All costs arising from enforcing payment through a court or otherwise, including court costs, shall be borne by the Customer.

5.6. In the event of a security deposit by the Customer, it shall be arranged through “General Security Deposits CV” or through a bank guarantee of SprimoInstall’s choice. Under no circumstances can the guarantee give rise to deductions from any invoice of SprimoInstall.

5.7. If the Client is a “consumer” in the sense of article I 1, 2° of the Code of Economic Law, the invoices are payable upon receipt. If this does not occur, a first free reminder will be sent to the Client by SprimoInstall. If payment is not made within 14 calendar days as of either the 3rd business day after sending the aforementioned first free reminder, or the calendar day following the date of the reminder sent electronically, the unpaid amounts will be increased by:

1. a late payment interest in accordance with the interest rate set in the Act of 2 August 2002 on combating late payment in commercial transactions, calculated in proportion to the number of days of late payment starting from the calendar day following the date on which the aforementioned free reminder was sent to the consumer[1];

2. as well as a flat-rate compensation equal to:

• for any debt up to and including 150 euros: 20 euros
• for any debt between 150.01 and 500 euros: 30 euros plus 10 % of the amount due on the tranche between 150.01 and 500 euros
• for each debt above 500 euros: 65 euros plus 5 % of the amount due on the tranche above 500 euros with a maximum of 2,000 euros

6. (Electronic) invoicing

6.1. The Customer expressly agrees to receive invoices electronically and accepts that invoices will no longer be sent on paper by ordinary post. The electronic invoice will be the only original and has the same legal value as an ordinary paper invoice.

6.2. Invoices will be sent by e-mail to the e-mail address(es) provided by the Customer.

6.3. The Customer undertakes to provide SprimoInstall with correct billing details and to update these details or notify SprimoInstall when they are changed. SprimoInstall is not responsible for incorrect communication if the Customer provides incorrect information or if the information is out of date.

6.4. SprimoInstall’s electronic transmission services may be interrupted from time to time for, inter alia, maintenance work. Such interruptions will be announced in advance if possible. SprimoInstall does not guarantee permanent availability of the services for electronic transmission and therefore cannot be held liable for any interruptions of any kind.

6.5. The Customer is solely responsible for consulting, checking and storing his electronic invoices.

6.6. The Customer may have the electronic billing system discontinued by notifying SprimoInstall by e-mail or registered letter. The Customer will then no longer receive his invoices electronically. Paper versions will be sent by regular mail to the address communicated by the Customer to SprimoInstall. For this, SprimoInstall charges the Customer a fee of two (2) euros per invoice.

7. Obligations of the Customer

7.1. The Customer is solely responsible for communicating to SprimoInstall the correct dimensions for the Products. He is also solely responsible for the measurements made by himself, the architect or another third party. If it has been agreed in writing that the measurements are to be taken by SprimoInstall, plans or measuring statements will be submitted for approval. Once approved by the customer, these measurements and compositions are binding.

7.2. The Customer explicitly declares to have taken note of and understand the technical requirements regarding the construction site, as included in the Technical Infofiche provided by SprimoInstall to the Customer. All costs and damages incurred by SprimoInstall as a result of the fact that the construction site was not in line with the provisions set out in the Technical Infofiche shall be borne solely by the Customer.

7.3. Following the performance of the Services, the Customer shall be responsible for (i) the cleaning of the Products (with the exception of removal of labels and possible excess silicone traces for which SprimoInstall shall be responsible), (ii) any other cleaning works relating to the construction site and (iii) the application of additional protection, at his own expense. The Customer acknowledges that the cleaning of the Products can only take place at least ten (10) days after the execution of the sealant works by SprimoInstall.

7.4. The Customer expressly acknowledges that the Customer’s main contractor and/or architect are responsible: (i) to ensure that no damage is caused to the Products and/or the structure by either subcontractors or personnel (such as, for example, damage due to scratches, fractures, cement flows, lime traces or damage due to the performance of welding and grinding work in the vicinity of the structures in which the Products are placed), (ii) for coordinating with other contractors, both in space and time, as well as making all necessary data available and (iii) for transmitting the plans and technical data to SprimoInstall, if applicable.

8. Implementation

8.1. SprimoInstall shall provide its Services according to the specifications set out in the Price Quotation and in accordance with the applicable standards NBN S23-002 (version2020). If the Customer requests that the Products be installed by any other or specific method not in accordance with the above applicable standards, this shall be done under the sole responsibility of the Customer, without any warranty of any kind.

8.2. Unless otherwise expressly stated in writing, SprimoInstall shall deliver the Services to the Customer at the location specified in the Price Quotation. SprimoInstall has the right to stop the installation if the safety conditions cannot be guaranteed.

8.3. The Price Quotation may refer to an indicative date for the performance of the Services. If the Price Quotation does not include an indicative date for the performance of the Services, SprimoInstall and the Customer shall mutually agree on a date for the performance of the Services. Such execution date shall in all cases not be deemed to be binding on SprimoInstall. No delay in the performance of the Services may give rise to penalties, damages or a termination of the Agreement by the Customer. If the indicative execution date is postponed at the request of the Customer, SprimoInstall reserves the right to charge additional costs for the storage of the Products, materials and glass bins from the next calendar day after the indicative execution date as follows: (i) [0.05] €/kg material per month and (ii) [two (2)] euros per glass box per calendar day. Specific arrangements made in relation to the performance of the Services may only be cancelled by the Customer up to no later than forty-eight (48) hours before the day of performance. If the Customer does not cancel or cancels late, he shall bear all costs incurred by SprimoInstall for the transport and loading of the Products, hours of work performed, etc.

9. Complaints and defects

After the performance of the Services, SprimoInstall and the Customer should jointly inspect the Services and Products performed. If applicable, they shall note all visible defects and/or visible non-conformities of the Services and/or Products. If the Customer does not accept SprimoInstall’s invitation to carry out such joint inspection within eight (8) calendar days, the Services and/or Products shall be deemed to be accepted by the Customer as regards visible defects and/or visible non-conformities after the expiry of a period of eight (8) calendar days counting from SprimoInstall’s invitation. In case the joint inspection does not reveal any visible defects and/or visible non-conformities of the Services and/or Products, the Services and/or Products shall be deemed accepted on the date of the joint inspection. If the joint inspection reveals visible defects and/or visible non-conformities of the Services and/or Products, the conditions of article 10 relating to the Services Guarantee and the Product Guarantee shall apply.
If it only concerns a delivery of glass, the customer must notify SprimoInstall of any visible defect immediately and at the latest within 5 working days from the date of delivery. Otherwise, the claim is not valid.

10. Warranty

10.1. In respect of the Services, the sole warranty is that:
(i) the Services will be provided in accordance with what is stated in the Price Quotation;
(ii) the Services are performed in accordance with the applicable industry standards set out in clause 8.1 (the “Services Guarantee”).

10.2. The validity period of the Services Guarantee commences on the date of performance of the Services. It shall expire and all claims due to non-conforming Services shall lapse either at the time when the Services are deemed accepted in accordance with Article 9,

10.3. In respect of the Products, only the warranty and warranty period provided by the manufacturer of the Products shall apply, In respect of double glazing, the following :warranty shall apply that the Products will be free from any material obstruction of vision due to dust, film formation or moisture accumulation between the sealed glass surfaces due to an imperfection in the perimeter seal as a result of defective materials or poor workmanship for a period of ten (10) years from the date of installation (the “Product Warranty”). If the complaint is justified, the product will be redelivered free of charge. The cost of disassembly and reassembly is always excluded from warranty.
The seller shall not be liable to the buyer for indirect, special, punitive or consequential damages, such as loss of activity and/or profits or inability to use the goods.

10.4. Glass breakage after installation is always excluded from warranty

10.5. For adjusting doors installed by us, the warranty is 6 months after our installation.

10.6. With the exception of the Services Warranty, the Product Warranty and the liability for hidden defects, strictly limited to a period of two (2) years after performance of the Services, SprimoInstall disclaims all express and implied warranties and guarantees of any kind, including implied warranties as to fitness for a particular purpose and all warranties as to performance. The above only describes the obligations of SprimoInstall with regard to the quality of the Services provided and the Products delivered.

10.7. A claim under the Services Guarantee and the Product Guarantee (the “Warranty Claim”) is only valid if the following conditions are met:
The Warranty Claim is sent by e-mail;
The Customer must notify SprimoInstall in accordance with the provisions of clause 9 of any visible defects and/or deficiencies or differences between the Services/Products delivered and the Price Quotation within 5 working days;
The Customer must notify SprimoInstall of any hidden defect within a period of one (1) month after its discovery;
Any Warranty Claim must be accompanied by documents containing the details of the Warranty Claim; The Customer must provide all additional information and documents which SprimoInstall may reasonably request during the assessment of the Warranty Claim; and
SprimoInstall may at any time verify the relevant Services/Products delivered at the Customer’s premises in order to assess the Warranty Claim submitted by the Customer; SprimoInstall reserves the right to invoice either all costs actually incurred or a lump sum of one hundred (100) euros as compensation for travel and other costs incurred in this regard.

10.8. SprimoInstall must, if and insofar as it considers the Customer’s Warranty Claim to be well-founded, offer suitable repair at its own expense. The choice and place of repair shall be determined at SprimoInstall’s sole discretion and the repair shall, in general, be limited to the reinstallation of (the defective parts of) the Products. Transport costs of the Products or the defective parts shall be borne by SprimoInstall. SprimoInstall reserves the right to charge any costs related to the dismantling to the Customer.

10.9. For hidden defects after installation, SprimoInstall’s liability is limited to a period of 2 years after installation of the goods.
If the customer’s complaint regarding hidden defects is justified, our liability is limited to the redelivery of the product free of charge. The cost of dismantling and reinstallation shall always be borne by the customer/purchaser unless the complaint is due to faulty installation.

11. Intellectual property

All intellectual property rights relating to drawings, technical descriptions and plans provided by SprimoInstall to the Customer remain the exclusive property of SprimoInstall. Subject to the written consent of SprimoInstall, the Customer is prohibited from using, copying, reproducing, passing on to or disclosing to third parties these drawings, technical descriptions and plans.

12. Liability

12.1. In no event shall SprimoInstall be liable under any Agreement for (a) damages or losses in connection with the professional activities of the Customer, (b) loss of profit or income, loss of use, consequential damage and/or capital costs, (c) claims by customers of the Customer or other third parties for payment of damages or penalties, (d) any other indirect and/or consequential damages, losses or costs, (e) perforation of pipes cracks in tiles and any other unforeseeable damage occurring during the provision of SprimoInstall’s Services, (f) complaints related to characteristics inherent to tempered glass, such as, for example, “rollerwave effects”, toughening stains and slight deformations of the glass surface and (g) any damage or glass breakage pursuant to the performance of a “heat soak test” in respect of tempered glass. Furthermore, SprimoInstall cannot be held liable for property damage clearly unrelated to the Services, nor for injuries or accidents, to the extent permitted by applicable law.

12.2. If the Customer chooses material of a certain quality, origin or type or wishes a different method of execution with respect to SprimoInstall’s proposal, SprimoInstall cannot be held liable for defects caused by the choice of such material or method of execution.

12.3 Once the Products are installed, SprimoInstall shall no longer be liable for damages caused by third parties, lack of maintenance or the use of harmful products, atmospheric conditions, glass breakage, fire or similar circumstances.

12.4. Insofar as the activities of SprimoInstall depend on the cooperation, services and deliveries of subcontractors, SprimoInstall can under no circumstances be held liable for damages due to the fault (with the exception of serious fault and intent) of these subcontractors.

12.5. Any contractual or extra-contractual liability shall in any event be limited to the amount effectively paid out by SprimoInstall’s professional liability insurance policy or policies in the relevant case. A summary of the insurance policy or policies taken out will be provided upon the Customer’s first written request. Should the insurance company decide not to pay out for whatever reason, the total liability under or in connection with this Agreement shall in any event be limited to the amount of the underlying Price Quotation.

13. Force majeure

SprimoInstall cannot be held liable for delays in the performance of the Agreement or damages due to an event of force majeure (including but not limited to war, accidents, terrorist attacks, strikes, lockouts, fires, floods, epidemics, pandemics or delays by suppliers or manufacturers of the Products). Force majeure results in the suspension of SprimoInstall’s contractual obligations until the force majeure situation ends. If the force majeure situation continues for more than three (3) months, both SprimoInstall and the Customer have the right to terminate the Agreement without any compensation is due.

14.GDPR – Personal data

SprimoInstall processes the personal data of the Customer in accordance with the applicable data protection legislation. SprimoInstall confirms and the Customer acknowledges and accepts that such personal data may be processed for customer management, for billing purposes and for the fulfilment of all other contractual obligations of SprimoInstall under this Agreement. SprimoInstall may also process the personal data provided by the Customer for information or promotional campaigns. The Customer may at any time request access to or rectification of his data free of charge. The Customer must inform SprimoInstall if he does not wish to receive commercial information or if he wishes to terminate the processing of his personal data for information or promotional campaigns or other direct marketing purposes.

15. Termination of the Agreement

15.1. Without prejudice to SprimoInstall’s right to demand additional guarantees from the Customer, SprimoInstall is entitled to terminate the Agreement with immediate effect and without prior judicial authorisation – after notification by registered letter to the Customer but without notice and without the Customer being entitled to compensation – if: (i) the Customer does not (timely and properly) fulfil one or more obligations under the Agreement, (ii) the Customer ceases payments, goes bankrupt, files for bankruptcy or finds himself in a reorganisation procedure, (iii) an attachment is levied on (part of) the assets of the Customer or (iv) the financial position of the Customer deteriorates to such an extent that, in the reasonable opinion of SprimoInstall, there is a risk that the Customer will no longer be able to properly fulfil his obligations under the Agreement.

15.2. In case of dissolution of the Agreement, as described in article 15.1, SprimoInstall reserves the right to claim compensation for the costs and damages incurred by SprimoInstall as a result of such dissolution.

16. Applicable law – disputes

These General Terms and Conditions and all Agreements between the Customer and SprimoInstall are subject to Belgian law. All disputes (including those relating to non-contractual obligations) shall be finally settled by the competent courts of Liège, Liège Division.