STANDARD SALES TERMS AND CONDITIONS - BV ELAND
Article 1 - General - Area of application
1.1 In these Standard Terms and Conditions, the terms below are defined as follows: - “the Client”: The person (and his/her legal successors) who conclude an Agreement with ELAND concerning ELAND’s activities. - “ELAND”: ELAND BV, with its registered office at 9070 Destelbergen, Dendermondesteenweg 538 (KBO [Commercial Register] 0443.728.181). - “the Agreement”: each legal relationship between the Client and ELAND concerning ELAND’s activities. - "the Standard Terms and Conditions”: ELAND’s present standard terms and conditions. 1.2 The Standard Terms and Conditions apply to and form part of all Agreements between ELAND and the Client unless otherwise agreed in writing. Variations are only valid if agreed in writing. 1.3 Each order placed with ELAND by the Client contains the acknowledgement and acceptance of the Standard Terms and Conditions and expressly excludes the application of the Client’s own terms and conditions.
Article 2 - Price - Payment terms
2.1 Unless there are different terms on the invoice or ones that have been otherwise agreed in writing, all ELAND invoices are payable in cash on the invoice date at ELAND’s registered office, net and without discount. In the event of failure to make payment, without prior notification of default and by operation of law, annual late payment interest equivalent to the statutory rate of interest plus 4% with a minimum of 10% will be due on the invoice amount on the due date. In that event, without prior notification of default and by operation of law, the invoice amount will also be increased by 10%, with a minimum of EUR 125 by way of fixed compensation, without prejudice to ELAND’s right to demand higher compensation. Another method of payment or the drawing of (a) bill(s) of exchange does not entail the waiver of this clause.
2.2 The late or even partial non-payment of an invoice renders all outstanding (including not yet due) invoices immediately due in conformity with these Standard Terms and Conditions. ELAND reserves the right to suspend all further services until the date of full payment.
2.3 ELAND is entitled to require payment in advance from the Client before providing any service.
2.4 Prices and/or payment terms quoted by ELAND regarding a request from the Client for a quotation are not binding on ELAND. Information, terms and prices shown in catalogues, advertisements, price lists and similar documents are merely indicative and for information only and are subject to amendment by ELAND at any time.
2.5 Each and every event that shall be built by ELAND can only be completed after an advance of 60% of the complete offer has been received on the bank account of ELAND, unless stipulated otherwise in writing and approved in writing by ELAND. The final invoice must be paid within 15 days after the end of the event or at the latest 10 days after receipt of the final invoice.
2.6 Any and all deliveries that are not associated with other services of ELAND are only completed after the full amount of the offer has been received on the bank account of ELAND, unless stipulated otherwise in writing and approved in writing by ELAND. 2.7 Each and every invoice includes a QR code that connects you to the bank institution of your choice in order to effectuate the payment at any time and place.
Article 3 - Delivery
3.1 For the purpose of article 3 the following is understood as: – “Delivery”: when the goods are taken to the Customer by ELAND. – ”Collection”: when the goods are collected at ELAND by the Customer. – “Pick-up”: when the goods are picked up at the Customer by ELAND. – “Return”: when the goods are returned to ELAND by the Customer. – “Delivery at the door”: Unloading within a perimeter of at most 10 metres around the lorry on a paved, flat, passable subsoil. Without unpacking. – “Pick-up at the door”: Loading within a perimeter of at most 10 metres around the lorry on a paved, flat, passable subsoil. Everything packed correctly.
3.2 Delivery/fulfilment times and/or dates given by ELAND are not binding on it and are merely indicative unless otherwise agreed in writing. Any delay in delivery/fulfilment by ELAND cannot give rise to any compensation or termination of the Agreement. In the event that an intended delivery/fulfilment date is exceeded by over three months, the Client may not cancel the order until seven days after a registered warning letter to ELAND at the earliest and only if the delivery/fulfilment has still not occurred during this last grace period. In this last case, the Client may claim repayment of any advance payment, with the exclusion of any right to compensation or interest.
3.3 With regard to the delivery of goods/provision of services, ELAND is not liable for gross negligence or even deliberate act by its employees or staff. The Client may not claim any compensation in any of these cases.
3.4 Special packaging is never included in the price. The costs associated with this as well as any assembly costs will be invoiced separately. The goods, even if with carriage paid, are always transported at the Client’s risk. ELAND rejects all liability for accidents during transportation as well as for any delay arising in connection with the delivery. In this event, the Client will not be entitled to any compensation.
3.5 The Client bears the risk of loss and/or destruction of and/or damage to the goods during transportation by ELAND and/or third parties as well as during the provision of services.
3.6 The Customer acknowledges to have received these goods in a good condition and must check the delivered goods. If damages, shortages and/or defects are observed then the Customer must contact ELAND in order to report this. Notification of damages after your event is no longer accepted.
3.7 The Customer guarantees the return of the goods in the condition in which they were received, in the course of which the Customer shall observe all necessary care and take out all necessary insurances in respect of the goods in order to ensure the said return.
3.8 In case of collection the Customer shall be responsible for the hired goods as soon as they have left the building of ELAND BV.
3.9 In case of delivery the Customer shall be responsible for the hired goods as soon as they have been unloaded at the delivery address. Somebody must be present to sign the delivery note for receipt.
3.10 The Customer shall guarantee the return of the goods, even in case of force majeure.
3.11 Collection and return is possible with a trailer if it offers the possibility of tying up the goods, offers protection against rain and other weather conditions, and is in a solid and proper condition. If these requirements are not met then ELAND can yet refuse your order and charge a penalty of 50% of the hired value, with a minimum of €50, excluding VAT.
3.12 Collection and return: loading and unloading is carried out by the Customer. In case of heavy components, assistance can be made available on request.
3.13 ELAND shall not be responsible if the hired goods cannot be placed at the required location due to unforeseen circumstances; blocked access, dimensions of access too small, and other unforeseeable factors. The Customer shall, as the occasion arises, be responsible and cannot claim compensation from ELAND BV.
3.14 It is possible to hire a lorry with a driver at a rate of €85 per hour, excluding VAT, for the lorry and the driver and €45 per hour, excluding VAT, for a co-driver. These hours are calculated from the departure at ELAND BV at the Dendermondesteenweg 538 in (9070) Destelbergen up to arrival at the same address. The hours are read from the tachograph of the lorry.
3.15 If you require the driver to perform assembly and/or disassembly activities then this is possible after written request and at the same rate of €85 per hour, excluding VAT. One to two co-drivers can come along in the lorry for assembly and/or disassembly activities. Co-drivers are charged at a rate of €45 per hour, excluding VAT.
3.16 Delivery and/or pick-up at the door are standard, unless stipulated otherwise and approved by email by ELAND BV.
3.17 Deliveries via stairs or a lift are only carried out after a corresponding request in advance. The relevant additional price is €85 per hour, excluding VAT, for the lorry driver and €40 per hour, excluding VAT, for potential co-drivers.
3.18 Deliveries from Monday up to and including Friday between 18:00 and 8:00 o’clock; Saturdays, Sundays or national public holidays possible on request and at 150% of the transport costs.
3.19 Keep in mind that everything is packed. If you do not have room to store the said packaging then everything first needs to be unpacked. The driver and co-drivers shall assist in the unpacking and/or packing, the latter at the aforementioned rates.
3.20 In case of collection or return the Customer ensures that everything is in order and packed correctly. If this has not been done then our people shall do this at the warehouse at a rate of €45 per hour, charged per commenced 15 minutes.
3.21 After collection or return an inspection of the order by the responsible person shall take place and the potential shortages and/or breakage shall be communicated by email. The notification period can range from 1 to 30 calendar days after your event. Without message to the contrary, they shall be invoiced 15 calendar days after notification.
3.22 The Customer bears the risk of loss or destruction of and/or damage to the goods during the transport by ELAND and/or third parties, as also during the delivery of performances.
3.23 Collection and/or return is possible during the opening hours. Monday to Friday between 10:00 and 17:00 o’clock. Deviations must be requested and must be approved in writing by ELAND.
Article 4 - Cancellation
4.1 In the event of cancellation of an order, unilateral breach of the Agreement and/or the impossibility of delivery because of the actions of the Client, ELAND will retain the advance paid without prejudice to the right to demand additional fixed compensation in the amount of 30% of the cancelled order, with a minimum of EUR 250, without ELAND having to prove damage or loss actually suffered. ELAND reserves the right to demand higher compensation if the damage or loss actually suffered exceeds the fixed compensation.
4.2 If the Client fails to collect the goods and/or to receive the services, after a warning by registered letter by ELAND they will be stored at the Client's risk at a location of ELAND’s choice, in which case ELAND is entitled to charge compensation for this. If the goods are not collected within 14 days following the above-mentioned warning, the Agreement will be deemed dissolved by operation of law to the Client’s detriment and the terms of Article 4.1 shall apply.
4.3 In the event of the Client’s failure to fulfil its duties under the Agreement, ELAND is entitled without prior warning to suspend its services or to regard the Agreement as dissolved at the Client’s expense without any legal intervention, without prejudice to ELAND’s right to compensation.
4.4 The final change date is 5 days prior to the date of delivery. Requested changes within the said 5 days are not permitted.
Article 5 - Complaints
5.1 Without prejudice to any provisions of mandatory law, complaints concerning the goods delivered, apart from visible defects, may only be considered if such complaints are received in the form of a registered letter and with detailed grounds at ELAND’s registered office within eight days after delivery. Complaints concerning visible defects may only be considered at the time of the delivery itself. After this expiry date, the goods will be deemed to be accepted without reservation by the Client. The submission of a complaint concerning the goods delivered/services provided does not give the Client any right to withhold any payment.
5.2 Complaints concerning an invoice may only be considered if such complaints are received in the form of a registered letter and with detailed grounds at ELAND’s registered office within eight days after the invoice date. After this expiry date, the invoice will be deemed to be accepted without reservation by the Client.
5.3 Any complaint that is not made with detailed grounds or is submitted late will be deemed null and void.
Article 6- Guarantee - Liability - Force Majeure
6.1 The Client may claim no further guarantee obligations upon ELAND than those envisaged in the factory guarantee relating to the goods sold and provisions of mandatory law relating to guarantees, with the exclusion of any compensation whatsoever. ELAND is not obliged to indemnify the Client for any hidden defects of which it had no knowledge at the time of the coming into effect of the Agreement.
6.2 With the exception of the provisions of mandatory law and/or public order and with the exception of deliberate fault, ELAND is not liable for damage or loss for which it is to blame.
6.3 ELAND is not liable for any damage or loss attributable to the Client and/or (even the deliberate act and/or gross negligence of) third parties.
6.4 Each instance of compensation that might be determined against ELAND is always limited as a maximum to the price of the Agreement excluding VAT.
6.5 The Client is obliged to indemnify ELAND against any third party claims that arise from or are in connection with the fulfilment of the Agreement by ELAND on behalf of the Client.
6.6 If ELAND cannot fulfil the obligations arising from the Agreement, cannot fulfil them on time or cannot fulfil them as required as a consequence of force majeure, an external cause, the fault of a third party and/or the Client, accident, strike, technical breakdown, weather conditions, ... then those obligations will be suspended until the time when ELAND is once more in a position to fulfil them, without the Client acquiring any right to compensation as a result. In that event, ELAND will inform the Client of the reasons for this as soon as reasonably possible.
Article 7 - Retention of title - Transfer of risk
7.1 Any and all goods remain the property of ELAND, unless stipulated otherwise and confirmed in writing by ELAND.
7.2 ELAND® is a registered trademark and is owned by ELAND.
7.3 As a variation to Article 1583 of the Civil Code, title to the goods sold will not be transferred until payment in full to ELAND.
7.4 The risk is transferred to the Client as soon as the Agreement is concluded.
Article 8 – Miscellaneous
8.1 In the event of insolvency, judicial restructuring, evident inability or cessation of activities by the Client, ELAND is entitled to regard the Agreement as cancelled to the Client’s detriment by operation of law and without prior warning.
8.2 If one or more terms of the Standard Terms and Conditions are found to be void, invalid and/or unenforceable, this does not affect the existence and validity of the other terms. Waiver of a term has no effect on the enforceability of the other terms.
8.3 Only the Dutch language version of the Agreement and of the Standard Terms and Conditions have legal force. Translations are merely for information and subordinate to the Dutch language version.
8.4 The plans, drawings, models, images, calculations etc. provided to the Client always remain ELAND’s property and may not be copied or transferred to third parties without ELAND’s prior written consent.
8.5 If an Agreement is entered into on behalf of several persons, they are jointly and severally liable to ELAND.
8.6 Any dispute relating to the Agreement and these Standard Terms and Conditions is to be dealt with and interpreted exclusively in conformity with Belgian law. Only the courts of the district and canton where ELAND’s registered office is located are authorised to hear such disputes.
8.7 In case of storms, other weather conditions or situations requiring extra care, Eland always has the final decision to close all Eland-built structures to the public.