Terms of Delivery

Effective date: Friday 14, 2025

Article 1: General

  1. Unless otherwise agreed upon in writing, all offers and deliveries by the Contractor (Fluves) to third parties (hereinafter called the Principal) are governed by the following terms and conditions.
  2. The Principal’s terms will never apply, even if the Contractor does not explicitly object to such application.
  3. These conditions also apply to additional works.

Article 2: Offer

  1. The Contractor’s offers are not binding and are valid only for a maximum period of 3 months.
  2. Unless explicitly specified otherwise, all offers are based on the work being carried out under normal circumstances and during normal working hours.

Article 3: Agreement

  1. The Agreement becomes effective on the day the contract is signed by the Contractor or on the day the written order confirmation is forwarded by the Contractor.
  2. The Contractor will make every effort to carry out the Agreement - which is an undertaking to use one’s best efforts - at his own discretion and to the best of his abilities.
  3. The Agreement implies that the Contractor shall be entitled to invoice separately any additional work carried out by him as soon as the amounts to be invoiced are known to him.
    • Additional work shall mean anything which is supplied and/or delivered by the Contractor during the performance of the agreement in excess of the quantities explicitly provided for in the contract or in the order confirmation or any work, which is performed in addition to that explicitly provided for in the contract or in the order confirmation.
  4. Any oral undertakings by or arrangements made with employees of the Contractor will not be binding on the Contractor unless they are subsequently confirmed by him in writing.

Article 4: Information

The Contractor offers his services within the limits of the information provided by the Principal. The Principal commits himself to provide all necessary and relevant information to the Contractor. The Contractor is not obliged to check nor is he responsible for the contents, accuracy and completeness of the data provided by the Principal.

Article 5: Price and Payment

  1. In the event that the parties have not agreed on a price adjustment formula, the Contractor will be entitled to increase the agreed price in accordance with the increase of one or more cost price elements after the date of the offer, even if this arises from foreseen circumstances.
  2. The costs of inspection by a recognized inspection authority are to be borne by the Principal.
  3. The total amount of the invoices, excluding VAT, taxes, duties, etc., is to be paid cash. All payments, without deduction or compensation, are to be made at the Contractor's registered office or into the latter's designated account. Any complaints concerning the invoices are to be submitted in writing and within 14 calendar days from the date of the invoice.
  4. In the event of non-payment on the due date, the Principal will be required by right and without formal notice, to pay interest at the rate of 1% per month starting on the due date, without prejudice to any other rights the Contractor may have under these terms and as a result of default. Without prejudice to the provisions set out above, the Contractor is further entitled to fixed damages of 10% of the amount invoiced with a minimum of 250 euro, and increased by the reimbursement of the legal costs.
  5. Non payment of one invoice on the due date results in the balance of all other invoices, even those not yet due, falling due immediately by right. In the event of non-payment within 14 days from the due date, the Contractor will be entitled to immediately terminate the Agreement by right and without formal notice at the Principal’s expense.

Article 6: Drawing, calculations, description, models, tools, etc.

  1. The information contained in catalogues, illustrations, drawings, measures and weights lists is not binding, unless it is explicitly specified in a contract signed by the parties or in an order confirmation signed by the Contractor.
  2. The offer made by the Contractor as well as the drawings, software, programs, calculations, descriptions, models, tools, etc. made or supplied by him, will remain his property, even if he has invoiced costs for them. The Principal guarantees that no information concerning the software, programs, manufacture and/or construction methods used by the Contractor will be copied, shown to third parties, published or used without the Contractor’s explicit consent.
  3. When a concept description is made for the order, it will become binding and have precedence over any contradictory document from the moment it is signed by the Contractor and the Principal.

Article 7: Delivery

  1. The Contractor will state the delivery time when entering into the Agreement.
  2. The deliveries will be made EX WORKS under the Incoterms applicable on the date of the offering. In the event packaging is supplied by the Contractor in the cheapest manner, such packaging shall be invoiced at cost.
  3. The goods shall be considered as being delivered with regard to the delivery time, when these or the most important parts thereof - subject to reasonable judgement of the Contractor - are ready for testing at the Contractor's plant, or should they not be tested at the Contractor's plant, when they are ready for inspection or shipment. This situation shall occur after the Principal has been informed thereof in writing.
  4. The delivery time is based on the working conditions applicable at the time of entering into the Agreement and on the timely delivery of the materials ordered by the Contractor for the execution of the work. Should delays occur as a result of a modification of said working conditions or because the materials timely ordered by the Contractor for the execution of the work were not delivered in time, the delivery time will be extended for a reasonable period taking into account all circumstances.
  5. The delivery time indicated by the Contractor is not binding but the Contractor will do his utmost to respect it as accurately as possible.
  6. Should the delivery time be exceeded for any reason whatsoever, the Principal will under no circumstances be entitled to indemnification, termination of the Agreement or non-compliance with any obligation which arises from the Agreement entered into with the Contractor.
  7. The use of the goods, even partially or at reduced capacity, always and in any event means acceptance of the goods, even if the acceptance test has not been performed or a formal commissioning has not been carried out.

Article 8: Installation / Acceptance test

  1. In the event that parties have agreed upon assembly of the goods, the Principal is responsible for the correct and timely execution of all the arrangements, provisions and/or conditions necessary for the assembly and the installation of the goods.
  2. Notwithstanding the provisions of section VIII.1, the Principal shall see to it for his own account and risk that:
    • a. The personnel of the Contractor will be able to commence work as soon as they arrive at the construction site and further that at all times, they will be able to perform their work during normal working hours;
    • b. Appropriate accommodation and/or provisions required by the labour laws, the Agreement and the customs will be available for the personnel of the Contractor;
    • c. The access roads to the construction site shall be suitable for transport;
    • d. The indicated construction site shall be appropriate for storage and installation and the necessary lockable storage space for materials, tools and other goods shall be available;
    • e. The necessary and usual assistance such as labour force, tools (including scaffoldings, hoisting devices, ladders, welding equipment), aid and operating materials (including fuel, oils and fats, gas, water, electrical power, cleaning and other miscellaneous materials, steam, compressed air, heating, light etc.), test equipment and measuring apparatus, normally used within the Principals company, shall be at the disposal of the Contractor at the proper place , on time and free of charge;
    • f. All necessary safety and other precautionary measures have been taken and shall be maintained;
  3. Costs, which may arise because the conditions of this article have not been fulfilled or have not been fulfilled on time, shall be borne by the Principal.
  4. The assembly does not include supervision while filling the system with the medium intended for the system or the excavation, cutting, breaking, brickwork, concrete pouring, carpentry, plastering, paintwork or any other similar activities.
  5. In the event that an acceptance test has been agreed upon, the Principal, after acceptance or after assembly of the goods, shall allow the Contractor to carry out the necessary tests as well as to make any improvements and modifications deemed necessary by the Contractor. The acceptance test shall take place forthwith following a request from the Contractor in the presence of the Principal. If the acceptance test is completed without there being any legitimate complaint, or if the Principal fails to honor his obligations stated above, the goods shall be deemed to have been accepted.
  6. The Principal shall make available to the Contractor, for the acceptance test and for other tests, the necessary facilities, including those referred to in paragraph 2 f) as well as representative samples of any materials to be processed, in sufficient quantities, in a timely fashion, at no charge and at the right place, so that the conditions of use provided for by parties for the product can be imitated as much as possible. If the Principal fails to do so, the goods shall be deemed to have been accepted.

Article 9: Transfer of risk and ownership

  1. As soon as the goods or the most essential parts thereof are considered as being delivered, the principal will assume the risk for any direct and indirect damage caused to or by these goods or parts.
  2. Even if transportation is paid by the Contractor, the risk shall be transferred to the Principal as from the moment of shipment.
  3. Without prejudice to the provisions of the foregoing paragraph, ownership of the goods will be transferred to the Principal only when all amounts, including interests and costs, due to the Contractor for the delivery – which may or may not include assembly - of these goods, are paid.
  4. In case of non-compliance or late compliance with his payment obligations vis-à-vis the Contractor, and without prejudice to the Contractor's other rights, the Principal irrevocably authorizes the Contractor to dismantle upon first request and without formal notice or judicial intervention, the goods supplied by the latter and attached to movable or immovable property, and to take possession thereof, preserving, however, his right of indemnification for all losses or damage resulting therefrom.

Article 10: Recruitment

  1. The Principal shall not hire any Fluves personnel, neither directly nor indirectly, during the term of this Agreement, including extensions, and for two years following its termination.
    • “Fluves personnel” are all persons in the employment of Fluves or one of its subsidiaries at the time of signing this Agreement as well as all persons employed by Fluves or one of its subsidiaries after that date and before the end of this Agreement.
  2. In the event of non-compliance, the Principal shall pay to the Contractor, a lump sum compensation equal to 12 months gross income of the employee recruited and this for each employee recruited.

Article 11: Guarantee

  1. Complaints relating to visible defects concerning the quality or conformity of the goods must be made at the time of verification or inspection, respectively, at the Contractor’s factory at the latest within 14 days of delivery of the goods. In the event of this period being exceeded, any claim against the Contractor in connection with such visible defects shall be invalid.
  2. The Contractor offers a guarantee within the limits defined in this article for defects having emerged within a period of one year following delivery, solely or primarily as a direct result of a flaw in the construction adopted by the Contractor or as a result of faulty finish, inadequate assembly or the use of poor materials.
  3. The faulty goods or parts covered by this guarantee shall be repaired or replaced by the Contractor, which may or may not be done at the Contractor’s factory, or by dispatching a replacement part, at the discretion of the Contractor. All costs in addition to the costs of repair or replacement, such as, but not limited to costs for transport, travel and accommodation as well as costs for disassembly and assembly, shall be borne by the Principal.
  4. The guarantee certainly excludes defects resulting, wholly or partially, from: a) failure to observe the operation and maintenance instructions or improper use, b) normal wear, c) assembly, installation or repair by the Principal or third parties without the Contractor’s permission, d) materials or objects supplied by the Principal for processing purposes, e) materials, objects, working methods and constructions insofar as applied at the express request of the Principal as well as materials or objects supplied by the Principal.
  5. The guarantee on parts procured from third parties shall be limited to the guarantee provided by the supplier.
  6. If the Contractor replaces parts in order to comply with his guarantee obligation, the replaced parts shall become the property of the Contractor.
  7. The repair or revision work performed by the Contractor is covered by the guarantee to the extent that it concerns the quality of the execution of the work.
  8. Complaints relating to defects must be made in writing as soon as possible following their detection and no later than 14 days after the period of guarantee has expired. In the event of the said periods being exceeded, any claim against the Contractor relating to the said defects shall be invalid. Legal actions become invalid one year after the complaint has been made in a timely fashion.
  9. The claimed non-fulfilment of the guarantee obligation by the Contractor shall not release the Principal from his obligations under any other agreement entered into with the Contractor.
  10. In the event the Principal does not fulfil correctly or does not fulfil on time any obligation resulting from any agreement entered into with the Contractor or any agreement connected therewith, the Contractor shall have no guarantee obligation whatsoever in connection with any such agreements.
  11. Notwithstanding replacement or repair, the original period of guarantee on the replaced or repaired goods remains in force.

Article 12: Liability

  1. The Contractor will make every effort to carry out the Agreement to the best of his abilities and in accordance with the rules of good workmanship.
  2. The Contractor is not liable for costs, damages and interests that could arise directly or indirectly from the breach of patents, licenses or other rights of third parties as a result of the use of data supplied by or on behalf of the Principal.
  3. The Contractor can only be held liable for imputable serious fault or for gross negligence in carrying out the Agreement or in the case of malicious intent.
    • The Contractor’s possible total liability, contractual and/or other, is limited to the compensation for direct losses and is further limited to the price (Excl. VAT) of the Agreement. Under no circumstances shall the total liability for direct losses exceed the coverage provided by the Contractor’s insurers. ‘Direct losses’ means only all reasonable costs required to bring the Contractor’s services in line with the Agreement or to determine the cause and the size of the direct losses, or to prevent or limit the loss.
  4. The Contractor’s liability for consequential losses or immaterial losses, such as but not limited to consequential damage, loss of turnover, loss of profit or savings, loss of clients or contracts, loss of or damage to data, loss related to the use of objects, materials, third party software or suppliers as required by the Principal, and all types of losses other than those described under Art. X.3; is excluded.
  5. The Contractor’s liability for damage to or loss of models, equipment and tools put at his disposal by the Principal is also excluded.
  6. The Principal shall report to the Contractor any possible complaints with regard to the latter’s services in writing and within a period of 8 calendar days from the discovery and no later than 14 calendar days after completion of the services concerned.
  7. The Principal is obliged to indemnify the Contractor for any costs, losses and interests which may arise as a direct or indirect result of legal action against the Contractor by third parties regarding the execution of the Agreement.

Article 13: Insurance

  1. The Principal undertakes not to hold the Contractor liable for claims which are not covered by or which are higher than the coverage provided by the Contractor’s insurance policies. At the Principal’s request, The Contractor shall hand him an insurance certificate.
  2. Should the Principal require additional coverage which exceeds the Contractor’s standard insurance coverage, he shall request such additional coverage before entering into the contract. The costs for such additional insurance shall be borne by the Principal.

Article 14: Force majeure

  1. Force majeure will include any circumstances occurring independently of the will of the Contractor - even if these could be reasonably foreseen at the time of the conclusion of this Agreement - which permanently or temporarily prevent the execution of the Agreement, such as but not limited to war, threat of war, civil war, riot, strike, lock-out, transport difficulties, fire and other serious disturbances in the company of either the Contractor or his suppliers.
  2. In the event the Agreement cannot be carried out as a result of force majeure, the Contractor has the right either to suspend the Agreement or to dissolve the Agreement entirely or partially without being held to any damages.
    • In either case, the Contractor shall be entitled to demand payment for the raw materials, materials, parts and goods reserved, processed and manufactured by him with a view to the performance of the agreement at the value which shall be reasonably attributed thereto.

Article 15: Suspension and dissolution

  1. The Contractor is entitled, without formal notice and without judicial intervention, either to suspend the Agreement, or to dissolve the Agreement:
    • In the event the Principal does not or does not fully meet his obligations under the Agreement, or if there is serious doubt as to whether the Principal will meet his contractual obligations;
    • In the event of bankruptcy, court settlement, suspension of payments, closing down, liquidation of the Principal’s company.
  2. In the event of suspension of the Agreement, the Contractor’s claims on the Principal become payable immediately.
  3. The Contractor reserves the right to claim compensation.

Article 16: Confidentiality

The Principal is held to secrecy with regard to all confidential information received under this Agreement from the Contractor or from another source. Information is considered to be confidential if the Contractor has marked it as such or if the confidentiality follows from the nature itself of the information.

Article 17: Data use

  1. The client grants the contractor the right to a permanent use of all measured data and associated meta-information for the optimization and development of existing and new products and services for the contractor. The contractor treats all measured data and associated meta-information as confidential.

Article 18: Marketing

  1. The client gives permission to the contractor to publish about work content, deliveries and services, provided that the privacy of the client is guaranteed or the client has given permission for this.
  2. The Contractor is entitled to place the name and logo of the Client to which Products and Services have been provided on the website and/or a reference list of the Contractor and to make this available to third parties for information.

Article 19: Jurisdiction and applicable law

Belgian law is always applicable to the agreements between parties. All disputes resulting from the interpretation and/or execution of the agreements come under the exclusive competence of the district courts of Antwerp. The Contractor reserves the right, however, to submit the dispute(s) in which he is the plaintiff, to arbitration.