Terms and Conditions
These conditions apply to every offer, quotation and agreement between Benjamin Samaey, hereinafter referred to as: “Benjamin Samaey”, and a Client to which Benjamin Samaey has declared these conditions applicable, insofar as these conditions are not expressly and in writing by the parties. deviated.
These terms and conditions also apply to agreements with Benjamin Samaey, for the implementation of which third parties must be involved by Benjamin Samaey.
The applicability of any purchase or other conditions of the Client is expressly rejected.
If at any time one or more provisions in these general terms and conditions are wholly or partially null and void or are destroyed, the provisions of these general terms and conditions remain fully applicable. Benjamin Samaey and the Client will then enter into consultations in order to agree new provisions to replace the void or nullified provisions, whereby the purpose and purport of the original provisions will be taken into account as much as possible.
If there is uncertainty about the explanation of one or more provisions of these general terms and conditions, then the explanation must be given “in the spirit” of these provisions.
If a situation arises between parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
If Benjamin Samaey does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that Benjamin Samaey would lose the right to demand strict compliance with the provisions of these conditions in other cases.
2. Quotations and Offers
All quotations and offers from Benjamin Samaey are without obligation, unless a deadline for acceptance has been set in the quotation. If no acceptance period has been set, no rights can be derived from the quotation or offer in any way if the product to which the quotation or offer relates has become unavailable in the meantime.
Benjamin Samaey cannot be held to his quotes or offers if the Client can reasonably understand that the quotes or offers, or any part thereof, contain an obvious mistake or clerical errors.
The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administrative costs, unless stated otherwise.
If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, Benjamin Samaey is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless stated otherwise.
A composite quotation does not oblige Benjamin Samaey to perform part of the assignment at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
3. Contract duration; implementation periods, transfer of risk, implementation and amendment of the agreement; price increase
The agreement between Benjamin Samaey and the Client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
If a period has been agreed or specified for the execution of certain activities or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Client must therefore give Benjamin Samaey notice of default in writing. Benjamin Samaey should be offered a reasonable period to still execute the agreement.
Benjamin Samaey will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of science.
Benjamin Samaey has the right to have certain work done by third parties.
If third parties engaged by Benjamin Samaey are performed in the context of the assignment, work is carried out at the location of the Client or a location designated by the Client, the Client will provide the facilities reasonably required by those employees free of charge.
Delivery is ex works of Benjamin Samaey. The Client is obliged to purchase the goods when they are made available to him. If the Client refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, Benjamin Samaey is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or depreciation passes to the Client at the moment when items are available to the Client.
Benjamin Samaey is entitled to execute the agreement in different phases and to invoice the thus executed part separately.
If the agreement is executed in phases, Benjamin Samaey can suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing.
The Client will ensure that all data, which Benjamin Samaey indicates is necessary or of which the Client should reasonably understand that these are necessary for the execution of the agreement, is provided to Benjamin Samaey in a timely manner. If the information required for the execution of the agreement has not been provided to Benjamin Samaey in time, Benjamin has the right to suspend the execution of the agreement and / or to charge the Client the additional costs resulting from the delay in accordance with the then usual rates. to bring. The execution period does not start until after the Client has made the data available to Benjamin Samaey. Benjamin Samaey is not liable for damage of any kind, because Benjamin Samaey has assumed incorrect and / or incomplete information provided by the Client.
If during the execution of the agreement it appears that for a proper implementation it is necessary to change or supplement it, then the parties will timely and in mutual consultation adjust the agreement. If the nature, scope or content of the agreement, whether or not at the request or direction of the Client, of the competent authorities, etc., is changed and the agreement is thereby changed in qualitative and / or quantitative terms, this may have consequences. for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. Benjamin Samaey will quote as much as possible in advance. By an amendment of the agreement, the originally specified term of execution can also be changed. The Client accepts the possibility of changing the agreement, including the change in price and term of execution.
If the agreement is changed, including a supplement, then Benjamin Samaey is entitled to implement it only after approval has been given by the person authorized within Benjamin Samaey and the Client has agreed to the price and other conditions stated for the execution. , including the time to be determined at that time at which it will be implemented. Not or not immediately executing the amended agreement does not constitute a breach of contract by Benjamin Samaey and is no reason for the Client to terminate or cancel the agreement.
Without failing to do so, Benjamin Samaey can refuse a request for amendment of the agreement, if this could have qualitative and / or quantitative consequences, for example for the work to be performed or goods to be delivered in that context.
If the Client fails to properly comply with what he is obliged to Benjamin Samaey, the Client is liable for all damage on the part of Benjamin Samaey as a result, directly or indirectly.
If Benjamin Samaey agrees a fixed fee or fixed price with the Client, Benjamin Samaey is nevertheless entitled at all times to increase this fee or this price without the Client being entitled to dissolve the agreement for that reason, if the increase in the price arises from a power or obligation under the laws or regulations or is caused by an increase in the price of raw materials, wages, etc., or on other grounds that were not reasonably foreseeable when entering into the agreement.
If the price increase, other than as a result of an amendment to the agreement, amounts to more than 10% and takes place within three months after the conclusion of the agreement, then only the Client who is entitled to title 5 section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by means of a written statement, unless Benjamin Samaey is still willing to execute the agreement on the basis of the originally agreed upon.
if the price increase arises from a power or an obligation on Benjamin Samaey under the law;
if it is stipulated that the delivery will take place more than three months after the conclusion of the agreement;
or, on delivery of a good, if it is stipulated that the delivery will take place more than three months after the purchase.
4. Suspension, dissolution and premature termination of the agreement
Benjamin Samaey is authorized to suspend the fulfillment of the obligations or to dissolve the agreement, if the Client does not, not fully or timely fulfill the obligations under the agreement, after the conclusion of the agreement Benjamin Samaey will find circumstances that give good ground. to fear that the Client will not comply with the obligations if the Client was requested at the conclusion of the agreement to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient or if the delay on the side the Client can no longer be required from Benjamin Samaey to fulfill the agreement under the originally agreed conditions.
Furthermore, Benjamin Samaey is entitled to terminate the agreement if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are such that unaltered maintenance of the agreement cannot reasonably be done by Benjamin Samaey are required.
If the agreement is dissolved, the claims of Benjamin Samaey on the Client are immediately due and payable. If Benjamin Samaey suspends fulfillment of the obligations, he retains his rights under the law and the agreement.
If Benjamin Samaey proceeds to suspension or dissolution, he is in no way obliged to compensate damage and costs in any way.
If the dissolution is attributable to the Client, Benjamin Samaey is entitled to compensation for the damage, including the costs, thereby arising directly and indirectly.
If the Client fails to fulfill its obligations under the agreement and this non-compliance justifies termination, Benjamin Samaey is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Client, from on account of non-performance, however compensation or compensation is required.
If the agreement is terminated prematurely by Benjamin Samaey, he will arrange for the transfer of work still to be performed to third parties in consultation with the Client. This unless the cancellation is attributable to the Client. If the transfer of the work involves additional costs for Benjamin Samaey, these will be charged to the Client. The Client is obliged to pay these costs within the aforementioned term, unless Benjamin Samaey indicates otherwise.
In the event of liquidation, (application for) suspension of payments or bankruptcy, seizure – if and insofar as the attachment has not been lifted within three months – at the expense of the Client, of debt restructuring or another circumstance whereby the Client is no longer free his assets are available, Benjamin Samaey is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any compensation or compensation. In that case, Benjamin Samaey’s claims against the Client are immediately due and payable.
If the Client cancels a placed order in whole or in part, the work that was carried out and the goods ordered or prepared for it, plus any delivery and delivery costs thereof and the working time reserved for the execution of the agreement, will be fully the Client will be charged.
5. Force of the majority
Benjamin Samaey is not obliged to comply with any obligation to the Client if he is hindered to do so as a result of a circumstance that is not due to fault and is not at his expense under the law, a legal act or prevailing opinions .
In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in the law and case law, all external causes, foreseen or unforeseen, over which Benjamin Samaey has no influence, but as a result of which Benjamin Samaey is unable to fulfill his obligations. to come. This includes strikes in the company of Benjamin Samaey or of third parties. Benjamin Samaey also has the right to invoke force majeure if the circumstance preventing (further) fulfillment of the agreement occurs after Benjamin Samaey should have fulfilled his obligation.
Benjamin Samaey can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement, without obligation to pay compensation to the other party.
at the time of the occurrence of force majeure, his obligations under the agreement have already been partially fulfilled or will be able to fulfill them, and independent or accrued value is attributed to the part fulfilled or to be fulfilled, Benjamin Samaey is entitled to separate the part already fulfilled or to be fulfilled. invoice. The Client is obliged to pay this invoice as if it were a separate agreement.
6. Payment and collection costs
Payment must always be made within 14 days of the invoice date, in a manner to be indicated by Benjamin Samaey in the currency in which the invoice was made, unless otherwise stated in writing by Benjamin Samaey. Benjamin Samaey is entitled to invoice periodically.
If the Client fails to pay an invoice on time, the Client will be in default by operation of law. The Client then owes an interest of 10% per month with a minimum amount of € 50, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the claimable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
Benjamin Samaey has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal and accrued interest. Benjamin Samaey can, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of the payment. Benjamin Samaey can refuse full repayment of the principal if the outstanding and accrued interest and collection costs are not also paid.
The Client is never entitled to set off the amount owed to Benjamin Samaey. Objections to the amount of an invoice do not suspend the payment obligation. The Client who is not entitled to appeal to section 6.5.3 (articles 231 up to and including 247 book 6 BW) is also not entitled to suspend the payment of an invoice for any other reason.
If the Client is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining satisfaction out of court will be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in Belgian debt collection practice. However, if Benjamin Samaey has incurred higher collection costs that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs owed.
7. Ownership and Retention of title
The items delivered by Benjamin Samaey under the agreement remain the property of Benjamin Samaey until the Client has properly fulfilled all obligations under the agreement (s) concluded with Benjamin Samaey.
The goods delivered by Benjamin Samaey, which fall under the retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or encumber in any other way what is subject to the retention of title.
Any domain name that must be purchased, and thus must be registered by Benjamin Samaey, for creating websites or web shops, will always remain the property of Benjamin Samaey, unless stated otherwise in writing. Domain names can always be bought back.
The Client must always do everything that can reasonably be expected of him to safeguard the property rights of Benjamin Samaey. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Client is obliged to immediately notify Benjamin Samaey. Furthermore, the Client undertakes to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage as well as against theft and to provide Benjamin Samaey with the policy of this insurance upon first request. Benjamin Samaey is entitled to these tokens in the event of any payment of the insurance. To the extent necessary, the Client undertakes in advance towards Benjamin Samaey to cooperate with everything that may prove to be necessary or desirable in that context.
In the event that Benjamin Samaey wishes to exercise his property rights referred to in this article, the Client gives unconditional and irrevocable permission to Benjamin Samaey and third parties to be designated by Benjamin Samaey to enter all those places where Benjamin Samaey’s properties are located and to take it back.
8. Warranties, research and complaints, limitation period
The Client is obliged to examine the delivered goods (or have them examined) immediately when the goods are made available to him or the relevant work has been carried out. In addition, the Client should examine whether the quality and / or quantity of the delivered goods corresponds with what has been agreed and meets the requirements that the parties have agreed in this regard. Any visible defects must be reported in writing within seven days of delivery. Any invisible defects must be reported to Benjamin Samaey in writing immediately, but in any case no later than fourteen days after discovery thereof. The report must contain as detailed a description of the defect as possible, so that Benjamin Samaey is able to respond adequately. The Client must give Benjamin Samaey the opportunity to investigate a complaint or have it investigated.
If the Client complains in time, this does not suspend his payment obligation. In that case, the Client will also be obliged to purchase and pay for the items otherwise ordered and what he has ordered Benjamin Samaey to do.
If a defect is reported later, the Client will no longer be entitled to repair, replacement or compensation.
If it is established that a good is defective and a complaint has been made in this respect in time, Benjamin Samaey will provide the defective good within a reasonable period of time after receipt thereof or, if return is not reasonably possible, written notification of the defect by the Client, at the choice of Benjamin. Samaey, replace or take care of repair thereof or pay replacement compensation to the Client. In the event of replacement, the Client is obliged to return the replaced item to Benjamin Samaey and to transfer ownership thereof to Benjamin Samaey, unless Benjamin Samaey indicates otherwise in writing.
If it is established that a complaint is unfounded, the costs arising from this, including the investigation costs, which have fallen on Benjamin Samaey’s side, will be borne in full by the Client.
Contrary to the statutory limitation periods, the limitation period of all claims and defenses against Benjamin Samaey and the third parties involved by Benjamin Samaey in the performance of an agreement is one year.
If Benjamin Samaey should be liable, this liability is limited to what is regulated in this provision.
Benjamin Samaey is not liable for damage, of whatever nature, caused by Benjamin Samaey assuming incorrect and / or incomplete information provided by or on behalf of the Client.
If Benjamin Samaey should be liable for any damage, then Benjamin Samaey’s liability is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
In any case, Benjamin Samaey’s liability is always limited to the amount of the payment from his insurer, if applicable.
Benjamin Samaey is only liable for direct damage.
Benjamin Samaey is only liable for damage caused by his own works and materials, not for adjustments to the original work performed by third parties.
Direct damage is exclusively understood to mean the reasonable costs for determining the cause and the extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, any reasonable costs incurred to compensate Benjamin Samaey for the faulty performance. agreement, insofar as these can be attributed to Benjamin Samaey and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. Benjamin Samaey is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence by Benjamin Samaey or his senior subordinates.
The Client indemnifies Benjamin Samaey against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to parties other than Benjamin Samaey. If Benjamin Samaey should be sued by third parties for this reason, the Client is obliged to assist Benjamin Samaey both in and out of court and to immediately do everything that may be expected of him in that case. If the Client fails to take adequate measures, Benjamin Samaey is entitled, without notice of default, to do so himself. All costs and damage on the part of Benjamin Samaey and third parties resulting from this are fully for the account and risk of the Client.
11. Intellectual property
Benjamin Samaey reserves the rights and powers vested in him under the Copyright Act and other intellectual laws and regulations. Benjamin Samaey has the right to use the knowledge gained by the execution of an agreement for other purposes as well, insofar as no strictly confidential information of the Client is disclosed to third parties.
12. Applicable law and disputes
All legal relationships to which Benjamin Samaey is a party are exclusively governed by Belgian law, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
The judge in the place of business of Benjamin Samaey has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, Benjamin Samaey has the right to submit the dispute to a court that has jurisdiction according to the law.
Parties will only appeal to the courts after they have made every effort to settle a dispute by mutual agreement.