. If there is any lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, then the meaning shall be determined according to the spirit of these provisions.
. If a situation arises between the parties that has not been provided for in these general terms and conditions, then that situation shall be determined according to the spirit of these general terms and conditions.
. If one or more of the provisions in these general terms and conditions should at any time be wholly or partially invalid or be annulled, the other provisions of these general terms and conditions shall continue to apply in full.
. Any special conditions stated in the contract shall take precedence over the general terms and conditions.
. If other meanings arise from the translation of these terms and conditions into other languages, the Dutch language version shall always prevail.
These general terms and conditions shall apply to all our transactions and services. The general terms and conditions of our client are explicitly excluded.
By signing an order form, entering into an agreement, accepting delivery or an invoice for any of CYAGO NV’s goods or services, the client accepts that these general terms and conditions shall apply.
Quotation and order confirmation
The client is at all times responsible for providing correct data. CYAGO NV is not responsible for the functioning of products or installations if the quote is based on incorrect data supplied to CYAGO NV.
An order shall be binding after the provision of our explicit and written order confirmation. In all cases, our invoice is to be regarded evidence of written confirmation of order.
The price is the price indicated in the contract. If the contract does not specify a price, we will apply the costplus basis and unit prices, as applicable on the day of execution of the work. These prices can be requested in advance at CYAGO NV.
When placing an order, the client accepts that CYAGO NV is entitled to adjust the agreed price should the costs of wages, social security contributions, raw materials, foreign currency and suchlike have increased since the date of the agreement. Such a price increase shall be communicated to the client in writing and is binding for him.
All prices are exclusive of VAT and other government levies.
All prices are exclusive of any costs, such as travel and accommodation, shipping and handling costs, unless otherwise agreed.
Assembly and installation
The client is responsible towards CYAGO NV for the correct and timely execution of all facilities, provisions and/or conditions necessary for the erection of the product to be assembled and/or the correct functioning of the product in its assembled state. The assessment as to whether the client has complied with the necessary provision of facilities and conditions belongs to CYAGO NV.
Without prejudice to these provisions, the client shall in all cases ensure at their own expense and risk that:
. as soon as the staff of CYAGO NV have arrived at the place of installation, they can commence and continue their work during normal working hours and furthermore, if CYAGO NV considers it necessary, outside normal working hours, on condition that they have informed the client in such time;
. Suitable accommodation and/or facilities are available for CYAGO SA staff as determined and required by applicable government regulations, the contract and the situation;
. the access routes to the installation site are suitable for the required transport;
. the designated installation site is suitable for the required storage and assembly to be undertaken;
. the necessary lockable storage places for materials, tools and other items are available;
. the necessary labour, auxiliary tools, auxiliary and company materials (fuels, oils and greases, cleaning and other small materials, gas, water, electricity, steam, compressed air, heating, lighting etc. included), and the normal measuring and testing equipment for the company of the client are timely and free of charge at the disposal of CYAGO NV;
. all necessary safety and precautionary measures have been taken and are maintained, as well, that all measures that have been taken and are maintained in order to comply with the relevant government regulations in connection with the assembly/installation;
. at the start of, and during assembly, the products delivered are present in the correct place.
Damage and costs arising from the fact that the conditions set out in this article have not been met or have not been met on time shall be borne by the client.
Delivery/performance – transfer of risk – force majeure
The delivery and execution deadlines are approximate and are given in good faith, and are stated purely as an indication. Any delay in delivery or execution cannot therefore give rise to compensation or dissolution of the agreement.
The terms of delivery and execution time begin upon receipt of the order form signed for approval by the client, the written order confirmation by CYAGO NV, the technical agreement of the client and the first payment by the client.
The goods sold are delivered to our warehouses and must be collected by the customer at the agreed time.
From that moment on, the risk is transferred to the client. The client shall bear the risk of loading and transporting the goods.
If the client does not collect the goods after a notice of default, they will be liable for the costs of storage of the goods to CYAGO NV.
Immediately after the assembly/installation has been carried out, the customer shall bear the risk for all direct and indirect damage which may be caused to or by the goods and the installation. From that moment on, the client is also expected to use and maintain the goods and the installation in accordance with the principle of “best practise good housekeeping”.
If the delivery is delayed or prevented by force majeure, CYAGO NV is entitled to adjust the delivery terms, or to terminate the agreement without the client being able to claim compensation.
In these general terms and conditions, force majeure is understood to mean: Any circumstance beyond the control of CYAGO NV – even if this was already foreseeable at the time the agreement was entered into – which prevents the fulfilment of the agreement permanently or temporarily, as well as, insofar as not already included, war, threat of war, civil war, terrorist attacks and the consequences of epidemics, riots, strikes, lock outs, transport difficulties, fire, theft, material breakage and other serious disruptions to the business of CYAGO NV or its suppliers.
Retention of title
The delivered goods shall remain the legal property of CYAGO NV until full payment of the principal sum, associated costs and applicable interest / penalties.
CYAGO NV will be entitled to unhindered access to the goods when necessary. The client will provide CYAGO NV with all required assistance in order to enable CYAGO NV to exercise its retention of title by retrieving the goods, including any dismantling work required for that purpose. All costs arising there from are at the expense of the client.
Inspection checks and guarantee
For the goods:
Visible defects or damage must be recorded on the delivery note at the time of delivery under penalty of cancellation. All other hidden defects must be reported by registered letter within 8 days of their discovery.
The warranty is limited to that provided by the manufacturer in accordance with the following restrictions:
– the warranty period shall not exceed one year from the date of delivery.
– the warranty period is limited to six months from date of delivery if the period of use exceeds 8 hours a day.
The client must approve the assembly/installation no later than 14 days after the assembly/installation. If no well-founded complaint is made by registered letter within this period, the product is deemed to have been accepted.
CYAGO NV guarantees the following defects subject to the limitations mentioned below:
– Defects concerning the soundness of the installation delivered by CYAGO NV/the quality of the materials delivered by CYAGO NV,
– that were not visible at the time of delivery,
– of which the customer proves that they occurred within six months after delivery.
The warranty period is 6 months and starts on the day the assembly/installation is completed.
The warranty is limited to the replacement by equivalent goods or parts, this at the discretion of CYAGO NV, whereby all costs such as transport, travel and accommodation expenses, costs of insurance, (dis)assembly are borne by the client.
Our guarantee cannot be invoked for defects that are wholly or partially the result of:
. failure to comply with the operating and maintenance instructions provided on delivery,
. the incorrect use of the goods,
. changes / modifications which the client has carried out to the goods without the express and written permission of CYAGO NV,
. assembly/installation or repair by third parties, including the client,
. normal wear and tear
. parts obtained by CYAGO NV from third parties, insofar as this third party has not provided a guarantee CYAGO NV,
. materials, goods, methods of working and constructions, insofar as implemented at the client’s express instruction, as well as of materials and goods supplied by or on behalf of the client,
. materials or goods, which have been provided by the client to CYA.materials/items used in consultation with the client,
. the application of any government regulation regarding the nature or quality of the materials applied.
No guarantee is given on the inspections, consultancy or similar activities carried out by CYAGO NV.
For the goods:
CYAGO NV can only be held liable to the extent that the client proves that a grave error or negligence has been committed, in case of intent or if CYAGO NV has failed to fulfil an obligation which constitutes one of the main services of the contract. Our liability is limited to the reparation of foreseeable, direct and personal damage suffered by the client, excluding all indirect or immaterial damage such as, but not limited to, loss of income and profits, loss of clients, loss or damage of data, loss of contracts and additional costs. In all cases, our liability is limited to €2,500,000.
Liability is always limited to that which is stipulated in this provision.
The liability of CYAGO NV is limited to the fulfilment of the guarantee obligations described above.
In all cases, our liability is limited to €2,500,000.
CYAGO NV cannot be held responsible for trading losses, direct and indirect damages, foreseeable and unforeseeable damages and damages resulting from liability towards third parties. This also includes all possible forms of consequential damages and damages resulting from special circumstances inherent to the contract, regardless of whether these special circumstances were known to CYAGO NV or not.
CYAGO NV is therefore not liable for:
. infringement of patents, licences or other rights of third parties as a result of the use of data provided by or on behalf of the client;
. damage or loss, from which
. cause, of raw materials, semi-finished products, models, tools and other items made available by the client.
If CYAGO NV, without being commissioned to assemble, does provide help and assistance – of any kind – with the assembly, this will be at the risk of the client.
The client is obliged to indemnify CYAGO NV respectively to hold CYAGO NV harmless from all claims of third parties for which the liability of CYAGO NV has been excluded in these terms and conditions in relation to the client.
Suspension and dissolution
In the event that CYAGO NV is prevented from executing the agreement as a result of force majeure, CYAGO NV is entitled, without any legal intervention, either to suspend the execution of the agreement for a maximum of 6 months after the expiry of the force majeure or to dissolve the agreement in whole or in part. This without being obliged to pay any compensation. During the suspension, CYAGO NV is entitled, and at the end of this period is obliged to choose either for execution of the agreement or for complete or partial dissolution of the agreement.
CYAGO NV is entitled to demand immediate payment of the raw materials, materials, parts and other goods reserved, processed and/or manufactured for the execution of the agreement, and this at the value which should reasonably be attributed to them, in the event that the agreement is suspended or dissolved by virtue of the previous paragraph. In the event of dissolution by virtue of the previous paragraph, the client shall be obliged,after payment of the amount due by virtue of the previous sentence, to take possession of the items included therein. If the client does not do so, CYAGO NV is entitled to store these goods at the expense and risk of the client or to sell them at the client’s expense.
If the client does not meet or does not adequately or timely meet any obligation arising from the agreement entered into with CYAGO NV or any related agreement, or if good grounds exist for fearing that the client is not or will not be able to meet its contractual obligations towards CYAGO NV, as well as in the case of bankruptcy, suspension of payments, shutting down, liquidation or partial transfer – whether or not as security – of the
business of the client, including the transfer of an important part of its claims, CYAGO NV is entitled without notice of default and without judicial intervention either to suspend the execution of each of these agreements for a maximum of 6 months, or to dissolve them partially or completely, all this without being obliged to pay any compensation or guarantee and without prejudice to its further rights. During the suspension CYAGO NV is
entitled and at the end of it is obliged to opt for execution or for full or partial dissolution of the suspended agreement(s).
In the event that the agreement is suspended by virtue of the previous paragraph, the agreed price will become immediately due and payable, after deduction of the instalments already paid and of the costs saved by CYAGO NV as a result of the suspension. CYAGO NV is also entitled to store the raw materials, materials, parts and/or other goods reserved, processed and manufactured by them for the execution of the agreement at the expense
and risk of the client. In the case of the dissolution of the agreement by virtue of the previous paragraph, the agreed price – if no prior suspension has taken place – becomes immediately payable, after deduction of the instalments already paid and of the costs saved by CYAGO NV as a result of the dissolution, and the client is obliged to pay this amount and to take possession of the goods included therein, in the absence of which CYAGO NV is entitled to store these goods at the expense and risk of the client or to sell them at the client’s expense.
The client is not entitled to claim the dissolution of the agreement with retroactive effect.
Our invoices are payable to our account number BE89 7370 5353 8585 within 30 days unless otherwise stipulated in writing.
In case of late payment, the invoice amount will be increased by right and without a notification of default by a fixed compensation of 10%, without prejudice to the right of CYAGO NV to claim a higher compensation on the condition of proof of higher, actual damage suffered.
In the event of late payment, default interest is also payable as provided for in the Act of 2 August 2002 on combating late payment in commercial transactions.
The interest and the damage clause remain due even after the principal sum alone has been paid late.
In case of non (timely) payment CYAGO NV reserves the right to stop all deliveries without prior notice.
Any non-payment or overdue payment shall render all invoices already sent payable in full.
In the event of non-payment by the due date of the invoice, the agreement shall be considered dissolved by operation of law and without prior notice of default and by the mere notification thereof by registered letter.
Passwords and security features will only be released to the client after full payment of all charges the installation.
If a bank guarantee is required, the associated costs will be charged to the client.
In case of dispute, only the courts of our registered office shall be deemed to be competent.
All our agreements shall be deemed to be governed exclusively by Belgian law.