General Terms and Conditions Lion Pack BV.

 

*English translation of the original legal text. View original text.

Company details:
Lion Pack BV
Bronstraat 48
9700 Oudenaarde
Belgium
Company number: BE0685919068
 

article 1. General
1. These terms and conditions apply to every offer, quotation and agreement between Lion Pack BV, hereinafter referred to as the “Provider”, and a Client to which the Provider has declared these terms and conditions applicable, insofar as the parties have not expressly and in writing deviated from these terms and conditions.
2. These terms and conditions also apply to agreements with the Provider for the performance of which the Provider must involve third parties.
3. These general terms and conditions are also written for the employees and management of the Provider.
4. The applicability of any purchase or other terms and conditions of the Client is expressly rejected.
5. If one or more provisions of these general terms and conditions are at any time wholly or partially null and void or annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. The Provider and the Client shall then consult with each other in order to agree on new provisions to replace the null, void or annulled provisions, whereby the purpose and scope of the original provisions shall be observed as much as possible.
6. If there is uncertainty regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation shall take place “in the spirit” of these provisions.
7. If a situation arises between the parties that is not regulated in these general terms and conditions, that situation shall be assessed in the spirit of these general terms and conditions.
8. If the Provider does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, nor that the Provider loses the right to require strict compliance with these provisions in other cases.

article 2 Quotations and offers
1 All quotations and offers from the Provider are non-binding, unless a period for acceptance is stated in the quotation. A quotation or offer expires if the product or service to which the quotation or offer relates is no longer available in the meantime.
2 The Provider cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
3 The prices stated in a quotation or offer are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the agreement, including travel and accommodation costs, shipping and administration costs, unless stated otherwise.
4 If the acceptance, whether or not on minor points, deviates from the offer included in the quotation or offer, the Provider shall not be bound by it. In that case, the agreement shall not be concluded in accordance with this deviating acceptance, unless the Provider states otherwise.
5 A composite quotation does not oblige the Provider to perform part of the assignment for a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

article 3 Contract duration; delivery periods, execution and amendment of the agreement
1. The agreement between the Provider and the Client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
2. If a period has been agreed or stated for the completion of certain work or for the delivery of certain goods or services, this shall never be a strict deadline. In the event of exceeding a period, the Client must therefore give the Provider written notice of default. The Provider must be granted a reasonable period to still perform the agreement.
3. If the Provider requires information from the Client for the execution of the agreement, the execution period shall not commence until the Client has provided such information correctly and completely to the Provider.
4. Delivery takes place from the Provider’s place of business. The Client is obliged to accept the services at the moment they are made available to the Client. If the Client refuses acceptance or is negligent in providing information or instructions necessary for delivery, the Provider is entitled to invoice the services in accordance with the quotation.
5. The Provider has the right to have certain work performed by third parties.
6. The Provider is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
7. If the agreement is executed in phases, the Provider may suspend the execution of those parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
8. If, during the execution of the agreement, it appears necessary for proper execution to amend or supplement the agreement, the parties shall consult with each other in a timely manner in order to adjust the agreement. If the nature, scope or content of the agreement is changed, whether or not at the request or instruction of the Client, competent authorities or otherwise, and the agreement is thereby changed qualitatively and/or quantitatively, this may also have consequences for what was originally agreed. As a result, the originally agreed amount may be increased or decreased. The Provider shall provide a price estimate in advance as much as possible. An amendment to the agreement may also change the originally stated execution period. The Client accepts the possibility of amending the agreement, including changes in price and execution period.
9. If the agreement is amended, including by way of supplement, the Provider is entitled to execute the amendment only after approval has been given by the authorised person within the Provider and the Client has agreed to the price and other conditions specified for the execution, including the time at which such execution shall take place. Failure to execute the amended agreement, or failure to do so immediately, does not constitute a breach of contract by the Provider and does not give the Client grounds to terminate the agreement. Without being in default, the Provider may refuse a request to amend the agreement if this could have qualitative and/or quantitative consequences, for example for the work to be performed or goods or services to be delivered.
10. If the Client fails to properly fulfil its obligations towards the Provider, the Client shall be liable for all damages, including costs, incurred directly or indirectly by the Provider as a result.
11. If the Provider agrees on a fixed price with the Client, the Provider is nevertheless at all times entitled to increase this price without the Client being entitled to terminate the agreement for that reason, if the price increase results from a power or obligation under laws or regulations, or is caused by an increase in the price of raw materials, wages or similar factors, or on other grounds that could not reasonably have been foreseen when the agreement was entered into.

article 4 Suspension, termination and interim cancellation of the agreement
1. The Provider is entitled to suspend the fulfilment of its obligations or to terminate the agreement if:
the Client does not fulfil its obligations under the agreement, does not fulfil them fully, or does not fulfil them on time;
after concluding the agreement, circumstances come to the Provider’s attention that give good reason to fear that the Client will not fulfil its obligations;
the Client was requested, when concluding the agreement, to provide security for the fulfilment of its obligations and such security is not provided or is insufficient;
due to delay on the part of the Client, the Provider can no longer reasonably be required to perform the agreement under the originally agreed conditions, in which case the Provider is entitled to terminate the agreement.
2. The Provider is also entitled to terminate the agreement if circumstances arise that are of such a nature that performance of the agreement is impossible, or if circumstances otherwise arise that are of such a nature that the unchanged continuation of the agreement cannot reasonably be required of the Provider.
3. If the agreement is terminated, the Provider’s claims against the Client shall become immediately due and payable. If the Provider suspends the fulfilment of its obligations, it retains its rights under the law and the agreement.
4. If the Provider proceeds with suspension or termination, it shall in no way be obliged to compensate any damage or costs arising in any way as a result.
5. If the termination is attributable to the Client, the Provider is entitled to compensation for damages, including costs, incurred directly and indirectly as a result.
6. If the Client fails to fulfil its obligations arising from the agreement and such failure justifies termination, the Provider is entitled to terminate the agreement immediately and with immediate effect, without any obligation on its part to pay damages or compensation, while the Client, due to breach of contract, shall be obliged to pay damages or compensation.
7. If the agreement is terminated prematurely by the Provider, the Provider shall, in consultation with the Client, arrange for the transfer of any work still to be performed to third parties. This does not apply if the termination is attributable to the Client. If the transfer of the work results in additional costs for the Provider, these shall be charged to the Client. The Client is obliged to pay these costs within the stated period, unless the Provider indicates otherwise.
8. In the event of liquidation, application for or granting of suspension of payment or bankruptcy, seizure — insofar as the seizure has not been lifted within three months — against the Client, debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of its assets, the Provider is free to terminate the agreement immediately and with immediate effect, or to cancel the order or agreement, without any obligation on its part to pay damages or compensation. The Provider’s claims against the Client shall in that case become immediately due and payable.
9. If the Client cancels an order placed, in whole or in part, the items ordered or prepared for that purpose, increased by any supply, removal and delivery costs thereof and the working time reserved for the execution of the agreement, shall be charged to the Client in full.

article 5 Force majeure
1. The Provider is not obliged to fulfil any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not due to fault and is not for its account under the law, a legal act or generally accepted standards.
2. In these general terms and conditions, force majeure means, in addition to what is understood in this regard under the law and case law, all external causes, foreseen or unforeseen, over which the Provider has no control and as a result of which the Provider is unable to fulfil its obligations.
Strikes within the Provider’s company or within third parties are included. The Provider also has the right to invoke force majeure if the circumstance preventing further performance of the agreement occurs after the Provider should have fulfilled its obligation.
3. The Provider may suspend the obligations under the agreement for the duration of the force majeure. If this period lasts longer than two months, each party is entitled to terminate the agreement without being obliged to compensate the other party for damages.
4. Insofar as the Provider has already partially fulfilled its obligations under the agreement at the time the force majeure occurs, or will be able to fulfil them, and the part already fulfilled or to be fulfilled has independent value, the Provider is entitled to invoice the part already fulfilled or to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate agreement.

article 6 Payment and collection costs
1. Payment must be made immediately after placing the order, within a period of 5 working days, in the manner indicated by the Provider and in the currency in which the invoice was issued. The goods or services to be delivered by the Provider shall only be delivered after receipt of the full amount due. These provisions apply at all times, unless otherwise indicated in writing by the Provider. The Provider is entitled to invoice periodically.
2. If the Client fails to pay an invoice on time, the Client shall be in default by operation of law. The Client shall then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. The interest on the due amount shall be calculated from the moment the Client is in default until the moment the full amount due has been paid.
3. The Provider has the right to allocate payments made by the Client first to the reduction of costs, then to the reduction of accrued interest and finally to the reduction of the principal sum and current interest.
4. Without thereby being in default, the Provider may refuse an offer of payment if the Client indicates a different order for the allocation of payment. The Provider may refuse full repayment of the principal sum if the accrued and current interest and collection costs are not also paid.
5. The Client is never entitled to set off the amount owed to the Provider.
6. Objections to the amount of an invoice do not suspend the payment obligation.
7. If the Client is in default in the timely fulfilment of its obligations, all reasonable costs incurred in obtaining payment out of court shall be borne by the Client. The extrajudicial costs shall be calculated on the basis of what is customary in Belgian collection practice at that time. However, if the Provider has incurred higher collection costs that were reasonably necessary, the actual costs incurred shall be eligible for reimbursement. Any legal and enforcement costs incurred shall also be recovered from the Client. The Client shall also owe interest on the collection costs due.

article 7 Retention of title
1. All goods delivered by the Provider under the agreement remain the property of the Provider until the Client has duly fulfilled all obligations under the agreement or agreements concluded with the Provider.
2. Goods delivered by the Provider that 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 authorised to pledge or otherwise encumber the goods falling under the retention of title.
3. The Client must always do everything that may reasonably be expected of it to safeguard the Provider’s ownership rights.
4. If third parties seize the goods delivered under retention of title or wish to establish or assert rights to them, the Client is obliged to immediately inform the Provider thereof.

article 8 Inspection, complaints and limitation period
1. The Client is obliged to inspect, or have inspected, what has been delivered immediately at the moment the goods or services are made available to the Client or the relevant work has been performed. In doing so, the Client must examine whether the quality and/or quantity of the delivered goods or services corresponds to what was agreed and meets the requirements agreed between the parties. Any objections must be reported to the Provider in writing within seven days after delivery. The report must contain as detailed a description as possible, so that the Provider is able to respond adequately. The Client must give the Provider the opportunity to investigate, or have investigated, the complaint.
2. If the Client submits a complaint on time, this does not suspend its payment obligation. In that case, the Client remains obliged to accept and pay for the other goods or services ordered.
3. If a complaint is reported later than the stated period, the Client shall no longer be entitled to compensation.
4. If it is established that a good or service is defective and a complaint has been submitted on time, the Provider shall, within a reasonable period after written notification of the defect by the Client, at the Provider’s discretion, arrange for repair thereof or provide replacement compensation to the Client.
5. If it is established that a complaint is unfounded, the costs arising as a result, including investigation costs incurred by the Provider, shall be borne in full by the Client.
6. By way of derogation from the statutory limitation periods, the limitation period for all claims and defences against the Provider and the third parties engaged by the Provider in the execution of an agreement shall be one year.

article 9 Liability
1. If the Provider is liable, such liability shall be limited to what is regulated in this provision.
2. The Provider is not liable for damage of any nature whatsoever arising because the Provider relied on incorrect and/or incomplete information provided by or on behalf of the Client.
3. If the Provider is liable for any damage, the Provider’s liability shall be limited to a maximum of twice the invoice value of the order, or at least to that part of the order to which the liability relates.
4. The Provider’s liability shall in any case always be limited to the amount paid out by its insurer in the relevant case.
5. The Provider is only liable for direct damage.
6. Direct damage is understood exclusively to mean the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have the Provider’s defective performance conform to the agreement, insofar as these can be attributed to the Provider, and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.
7. The Provider is never liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption.

article 10 Transfer of risk
1. The risk of loss, damage or depreciation passes to the Client at the moment the goods are brought under the control of the Client.

article 11 Indemnification
1. The Client indemnifies the Provider against any claims from third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to parties other than the Provider.
2. If the Provider is held liable by third parties on that basis, the Client is obliged to assist the Provider both in and out of court and to immediately do everything that may be expected of it in such a case. If the Client fails to take adequate measures, the Provider is entitled, without notice of default, to take such measures itself. All costs and damages incurred by the Provider and third parties as a result shall be borne entirely by the Client.

Article 12 Intellectual property
1. The Provider reserves the rights and powers to which it is entitled under copyright law and other intellectual property laws and regulations. The Provider has the right to use the knowledge gained by it through the execution of an agreement for other purposes, provided that no strictly confidential information of the Client is disclosed to third parties.

Article 13 Applicable law and disputes
1. All legal relationships to which the Provider is a party shall be governed exclusively by Belgian law, even if an obligation is performed wholly or partly abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The court in the place of establishment of the Provider shall have exclusive jurisdiction to hear disputes, unless mandatory law provides otherwise. Nevertheless, the Provider has the right to submit the dispute to the court competent according to the law.
3. The parties shall only bring a dispute before the court after they have made every effort to resolve the dispute by mutual consultation.