General conditions
Only the following conditions apply to the offers, contracts and commercial actions of Jansen the Building Company B.V., company number BE0474.818.463 and the entities that are economically and/or legally related to it (hereinafter “JANSEN”). Unless expressly accepted in writing, contradictory or contrary clauses of co-contractors of JANSEN are not opposable. JANSEN rejects all general conditions, as stated on letters, order forms, invoices or any document whatsoever of co-contracting parties.
CREATION
An offer is always without obligation and without any commitment. The addressee cannot derive any rights from it.
The acceptance of an offer by written signature is binding, final and irrevocable. In case of cancellation, JANSEN reserves the right to demand either the execution of the agreement or its cancellation subject to compensation in the amount of 35% of the contract price, subject to its right to demand total compensation of its damages if proven to be higher.
BIDS & ESTIMATES
An offer is based on the wages and material prices applicable at that time. If these change, JANSEN reserves the right to adjust its prices.
A quotation only includes those performances and works that are expressly mentioned in it, whereby it is also assumed that no difficulties or problems will arise except those reported at the start of the works. Additional wishes of the client, unforeseen circumstances and difficulties, additional work, in short, anything not expressly mentioned in the quotation, is not included in the price.
JANSEN bears no responsibility for errors due to incorrect or incomplete information (e.g. on choice of materials or methods) provided by the client.
All technical descriptions, plans, drawings or photographs for an order remain the property of JANSEN. They may not be communicated to third parties and must be returned immediately upon simple request. JANSEN has the right to use them for publicity purposes without owing any compensation to the customer.
IMPLEMENTATION DEADLINES
Stated execution times are purely indicative. Should the deadline not be met, the customer can neither terminate the contract nor have JANSEN replaced. No compensation can be claimed for this either.
The execution period only begins after signing the execution plans, which are always submitted to the client for approval.
In all cases and without prejudice to the foregoing, the specified deadline will be extended by additional periods due to weather conditions, supplier delays, staff illnesses or special business organizational circumstances.
If, as a result of strike, lockout, insurrection, war, international crisis, requisition, natural disaster, flood, fire, pandemic/epidemic or any other force majeure situation or if the client fails to provide the necessary information for the execution of the order or does not comply with the terms of payment, JANSEN is unable to execute the agreement, JANSEN reserves the right to unilaterally terminate the agreement without any compensation being payable.
INDEMNIFICATION & LIABILITY
The indemnity obligation of JANSEN with respect to defects in used materials or goods never extends beyond that of its suppliers and, in addition, is subject to the same limitations provided by these suppliers in their general terms and conditions.
The liability of JANSEN shall never extend beyond mere replacement. Additional damages cannot be claimed.
Immediately after the execution of the works, the customer is expected to check the execution and delivered materials for their visible defects.
All liability expires if the materials or work delivered by JANSEN, are subjected to abnormal or extraordinary use, load and wear or if the customer or a third party other than an appointee of JANSEN, makes repairs or changes.
JANSEN is not liable for any violation that its work, as commissioned by the client, would constitute of any legal or regulatory provision whatsoever, unless the client has informed JANSEN of the risk in writing before commencement of the work. The client is assumed to have taken all information on its responsibility.
COMPLAINTS
Any complaints must be notified by registered letter within 8 days of the provision of the works. After this period, the works and materials shall be considered accepted without question.
All works are deemed to be definitively delivered within one month after the completion of the works, unless a report of completion was drawn up before this deadline, after which JANSEN can no longer be held liable for the visible defects.
A possible complaint will not be able to give rise to any postponement of payment.
PRICE ADJUSTMENT, BILLING & PAYMENT
JANSEN reserves the right, where appropriate, to apply the following price revision formula over the period elapsed between the date of the offer and the date of its execution: p= P(0.4 s/S + 0.4 i/l + 0.2)
In this formula, “P” is the amount of work or supplies performed, while “p” is the revised amount.
“S” is the average hourly wage determined by the National Joint Committee of the Construction Industry in effect on the 10th day prior to the offer, and increased by the total percentage of social charges and insurance accepted on that date by the Ministry of Transportation and Infrastructure. “s” is this hourly wage as it was recorded during the works or deliveries for which payment is requested, increased by the aforementioned total percentage adopted at that time.
“I” is the monthly index figure determined by the Building Materials Price List Commission, as in effect on the 10th day prior to the submission of the bid. “i” is this index figure as it was recorded during the works or deliveries for which payment is requested. However, if the application of this index figure does not reflect the actual price development of the materials included in the agreement, JANSEN shall be entitled to provide proof thereof, and to revise the prices concerned accordingly.
Similarly, the parameters 0.40 for hourly wages and 0.40 for materials can be adjusted to better reflect the respective value of hourly wages and materials in the total price of the contract. Together, they should not exceed 0.80. No amount can be withheld as a deposit.
Invoices must be paid immediately and in cash, unless a later due date is agreed to in writing.
If payment by bills of exchange is accepted, it will not be able to imply debt renewal.
In case of late or incomplete payment of an invoice on its due date, all outstanding invoices will become immediately due and payable in full. JANSEN furthermore suspends all its obligations with immediate effect without any compensation being due or can be due and this without prior notice of default. JANSEN also expressly reserves the right to regard the agreement as dissolved by operation of law and without prior notice of default for the whole or the part not yet performed. The interest on arrears, as well as the fixed compensation will remain due regardless of the dissolution of the agreement.
In case of loss of creditworthiness by the customer (bankruptcy, start of WCO-proceedings, in liquidation, … or the threat thereof) all not yet due invoices become due and payable, and JANSEN can, without notice of default, dissolve the agreement, unless the customer, for the further execution of the agreement, provides a sufficient payment guarantee from a credit institution.
In the event of dissolution, pursuant to this article, advances paid shall be offset against deliveries and works already performed and against other costs and damages (including lost profit opportunity).
JANSEN may always apply set-off for any mutual debts with a customer on any account and even if based on other contractual relationships.
RETENTION OF TITLE
Delivered materials remain the property of JANSEN until full payment of the agreed price. Until then, the customer is merely the holder of them. Even after incorporation or processing, the materials delivered under the agreement remain the property of JANSEN. JANSEN may detach them again and take them back if the customer does not pay its debt.
The client expressly agrees that if the works of JANSEN are sold or re-invoiced, before JANSEN itself has been paid, a direct claim against the third party automatically arises and the client has assigned his claim to JANSEN to the extent of his outstanding debt.
Materials always travel at the risk of the co-contractor. He should insure himself against possible damage. Once the goods are delivered to the yard, JANSEN is no longer liable in case of damage or theft of these goods, notwithstanding the fact that the goods remain its property until full payment.
Storage of the goods pending their delivery, processing and use is always at the risk of the customer/client.
If JANSEN presents itself at a worksite at the agreed time but is unable to proceed with its work, the costs and hourly wages for this will be charged, without prejudice to the right to consider the agreement immediately dissolved, without prior notice of default.
APPENDIX WORK
Unless otherwise stipulated in writing, JANSEN is entitled to perform any replacement and additional work that proves necessary during the execution of the foreseen works. These additional works will be charged for. However, JANSEN can never be held liable for the non-performance of replacements or additional works if the customer has not expressly requested them in writing.
JURISDICTION & APPLICABLE LAW
All disputes regarding JANSEN’s invoices or its underlying agreements fall under the exclusive jurisdiction of the courts of the judicial district of Antwerp. The effectively competent division in the district is determined on the basis of the registered office of the respective entity of JANSEN.
All the activities and works of JANSEN are always governed by Belgian law.