General terms and conditions


1.1 These general terms and conditions apply to all offers, orders and agreements for the sale and supply of products, services and work entered into by Vice Verda bvba (hereinafter "Vice Verda") and form an integral part thereof. The client expressly accepts these general terms and conditions without reservation.

1.2 Any general terms and conditions of the client are expressly excluded and no derogation therefrom is permitted, even if stated on documents of the client or its representatives, unless expressly evidenced by a written document emanating from the Vice Verda business manager.

1.3 These general terms and conditions also apply to all future agreements as well as to future deliveries and special performance.

2. Resource commitment

Vice Verda is committed to providing services and goods that meet the highest standards in its industry. To this end, it shall use all means which enable it to provide the highest quality. However, Vice Verda can never commit itself to delivering a specific result.

3. Period of validity of tenders and formation of the contract

3.1 Unless otherwise stipulated, the period of validity of quotations is 1 month.

3.2 An offer shall only have effect if it has been signed and dated to Vice Verda within its period of validity.

3.3 Any order which has not been the subject of a written offer on behalf of Vice Verda shall only be binding on Vice Verda if it has been confirmed in writing by Vice Verda.

3.4 All amendments and/or additions must also be agreed in writing.

3.5 A start of performance shall constitute confirmation, unless it is made with reservations.

3.6 The agreement entered into with Vice Verda may only be terminated by registered letter sent to Vice Verda's registered office. Upon such termination, the client undertakes to pay a termination fee equal to 50% of the price for which the contract was entered into, without prejudice to compensation for the services and goods already provided.

4. Delivery and execution

4.1 The delivery and execution terms are provided by way of information only and are therefore not binding unless expressly agreed in writing. Delays in execution of the agreement can never give rise to compensation or dissolution of the agreement.

4.2 The justified rejection of the goods can only entail their replacement, without any compensation.

4.3 In the event of failure to take delivery of goods delivered correctly and undamaged, Vice Verda reserves the right to suspend the execution of all current orders, and this without prior notice of default and without being liable for any compensation.

4.4 Transport and any insurance costs shall always be borne by the customer, unless expressly agreed otherwise in writing.

4.5 Starting from the order, the customer bears all risks relating to the goods ordered, in particular the risks of transportation, even if this is carried out by the care of Vice Verda or on its instructions.

4.6 Complaints concerning the goods and services supplied cannot be accepted unless they are received by Vice Verda by registered letter within seven days of delivery. These complaints must contain a detailed and exhaustive list of the defects under penalty of invalidity of the complaint. The goods and services shall be deemed to have been definitively accepted after this period.

4.7 Unless otherwise agreed in writing, services and goods are always delivered and performed on the basis of presumed quantities. These shall be offset against the actual quantities after measurement.

5. Retention of title

The goods delivered remain the property of Vice Verda until full payment of all amounts due, plus costs and interest, even if they have been incorporated or modified.

6. Payment and prices

6.1 Vice Verda's invoices are payable at Vice Verda's registered office or by transfer to the account stated on the due date, at least within 30 days of the invoice date. Disputes must be notified to Vice Verda by registered letter within seven days of the invoice being sent. After this period, the invoices are definitively accepted, which excludes any subsequent dispute. A dispute can under no circumstances justify a postponement or suspension of payment.

6.2 Prices are quoted in EURO and are always exclusive of VAT. Any increase in the VAT rate or any other tax of any kind between the order and execution will be at the customer's expense.

6.3 If between the time of the order confirmation and the time of its execution Vice Verda's costs have increased due to any cause whatsoever, Vice Verda shall be entitled to pass on this increase to the client provided that the price is not increased by more than 25%. If this is the case, the client may, if he prefers, cancel the order, but without being entitled to any compensation or reimbursement.

6.4 For each delay in payment, the customer shall be liable, as of the due date of the invoice, by operation of law and without prior notice of default, for interest on arrears at the rate of 1% per month started. Likewise, a fixed compensation amounting to 10% of the invoice amount with a minimum of €125.00 shall be payable by operation of law and without prior notice of default, without prejudice to Vice Verda's right to claim a higher compensation provided that proof of higher actual damages is provided.

6.5 In case of non-payment on the due date for whatever reason, Vice Verda reserves the right to suspend the execution of all pending orders and performances, and this without prior notice of default and without being liable for any compensation.

6.6 Statements of requisition are prepared by Vice Verda in function of the survey statement and contain the total works and quantities carried out for a relevant period. These requisition statements shall be approved by the client within 3 working days of submission at the latest. In the absence of explicit approval within this period, the requisition statement shall be considered accepted and implicitly approved. Invoices sent after acceptance must be paid in accordance with these general terms and conditions.

6.7 Article 6.6 of these general terms and conditions shall apply mutatis mutandis to the final account.

7. Billing address

The Customer's invoicing address is the address as stated on the quotation / agreement / order form, in each case the address of the Customer's registered office at the time the order is placed. Any change of address or significant change in the customer's legal form (takeover, change of VAT number, etc.) must be communicated to Vice Verda without delay by registered letter. Should the customer fail to comply, the aforementioned changes shall not be enforceable against Vice Verda.

8. Dissolution

8.1 Vice Verda shall be entitled to dissolve the agreement with the customer at any time, with immediate effect, without judicial authorisation, without prior notice of default and without payment of any damages, if the customer, despite written notice of default observing a period of at least twenty calendar days, remains in default of (timely and proper) fulfilment of one or more obligations arising from the agreement. In the event of termination of the agreement by Vice Verda in accordance with this provision, the client shall be liable to pay to Vice Verda liquidated damages in the amount of 30% of the price for which the agreement was entered into, without prejudice to the right for Vice Verda to claim higher compensation in the event of higher damage actually incurred

9. Exoneration

9.1 Vice Verda shall only be liable for material damage, to the exclusion of any form of indirect and/or consequential damage (e.g. loss of income and profits, loss of clients, loss of or damage to other goods, loss of contracts, supplementary costs,...), resulting directly from a serious and/or deliberate breach of its obligations. Vice Verda's liability shall always be limited to the invoice amount of the goods delivered or services for which its liability is invoked, with a maximum of EUR 2,500, unless otherwise agreed in writing.

9.2 In the event of joint fault with other parties (suppliers, architects, contractors, etc.), Vice Verda may only be bound to compensate that part of the damage which is directly and immediately due to its own fault.

9.3 Vice Verda cannot under any circumstances be held liable for damage caused by material errors which may appear in its offers, letters, catalogues, brochures, etc.

9.4 The client shall indemnify Vice Verda against any third party claims, even after the termination of the agreement.

9.5 Vice Verda cannot under any circumstances be held responsible for any misuse of the goods delivered or invoiced.

10. Force majeure

Vice Verda is not responsible for the non-performance or delay in the performance of its obligations in the event of force majeure. In the event that the force majeure is of a temporary nature, Vice Verda shall still endeavour to fulfil all obligations from the moment that this is reasonably possible again. If after mutual consultation between the client and Vice Verda it is concluded that this is no longer possible, the agreement shall be revised or dissolved by mutual agreement. Services already provided by Vice Verda shall still be invoiced.

11. Guarantee

Vice Verda reserves the right, prior to or in the course of an order, to demand such guarantee as it would consider necessary and, in the event of refusal, to refuse or cancel the order without any compensation to the customer.

12. Nullity and non-application of clause

12.1 Nullity of any of the provisions of the present agreement shall not affect the validity of the remaining provisions.

12.2 Vice Verda's failure to claim a right or to apply a sanction shall in no way constitute a waiver of right or renunciation.

13. Applicable law and competent court

Belgian law is applicable. In case of disputes or litigation, only the courts of the arrondissement of Ghent have jurisdiction, if appropriate the Justice of the Peace of the fifth canton in Ghent.