2.1. Without prejudice to any other special terms and conditions agreed upon in a separate written agreement, each Price Quotation, Order, Order Confirmation, invoice and the Service Level Agreement between Sprimoglass and the Customer is subject to the provisions of these General Terms and Conditions.
2.2. In the event of discrepancy between the Service Level Agreement, the Order Confirmation, the General Terms and Conditions, the Price Quotation, the invoice(s) or the Order, the following documents shall have priority according to the ranking mentioned hereafter: (i) the invoice(s) (ii) the Order Confirmation, (iii) the General Terms and Conditions, (iv) the Price Quotation, (v) the Service Level Agreement and (vi) the Order.
2.3. The Customer has previously been informed of these General Terms and Conditions and accepts them. The Customer’s general terms and conditions are not applicable.
3.1. The Customer acknowledges that the Service Level Agreement is binding upon both the Customer and Sprimoglass and may be used by the Customer to place an Order.
3.2. Upon request of a Customer, Sprimoglass may issue a separate Price Quotation to the Customer. Such Price Quotation will not be considered binding until confirmation of an Order by Sprimoglass by means of an Order Confirmation.
3.3. The Customer undertakes to submit an Order preferably by means of EDI. If the Customer fails to do so, unless explicitly stated otherwise in the Service Level Agreement, Sprimoglass reserves the right to charge the Customer an additional amount equal to one percent (1%) of the total Order amount, to cover administrative costs incurred by Sprimoglass.
3.4. Sprimoglass will upon receipt of an Order, provide the Customer with an Order Confirmation by e-mail. The Customer acknowledges that an Order Confirmation is provided in order to verify that all details (including Provisional Price) of the Order are correctly mentioned in the Order Confirmation.
3.5. The Customer agrees that the Provisional Price is subject to a validity period equal to the validity period of the underlying Service Level Agreement (the “Validity Period”).
3.6. The Order Confirmation is binding upon the Customer, except to the extent that the Customer has informed Sprimoglass of any errors in the Order Confirmation within a period of twenty-four (24) hours of receipt of the Order Confirmation. All prices and Product characteristics, mentioned in the Order Confirmation, are binding upon both Sprimoglass and the Customer, and can not be modified, except (i) by mutual agreement or (ii) in accordance with article 4.7 and 4.8 of these General Terms and Conditions.
3.7. Except for cancellation of an Agreement by the Customer pursuant to article 4.7 of these General Terms and Conditions, Agreements may only be cancelled by the Customer within forty-eight (48) hours of receipt of the Order Confirmation. In such case the Customer will be liable to pay Sprimoglass liquidated damages in a lump sum amount of ten percent (10%) of the amount of the Provisional Price, with a minimum value of one hundred twenty-five (125) euro, without prejudice to any right of Sprimoglass to claim additional damages if it can establish that it has incurred a prejudice exceeding such amount. Any cancellation after such time period, entitles Sprimoglass to invoice the entire amount of the Provisional Price.
4.1. The Provisional Price applied by Sprimoglass in the Order Confirmation or Price Quotation (if applicable) constitutes of unit prices per square meter. In the event that Sprimoglass provides any other unit, budget or estimated overall prices in the Service Level Agreement or any other document, such prices are indicative.
4.2. The Customer acknowledges and accepts that in establishing the Provisional Price in the Order Confirmation or Price Quotation (if applicable), measurements of length and width of the Products are rounded up to the next centimeter. Measurements of the surface area are rounded up to the nearest dm², with a minimum of fifty (50) dm² per volume. All irregularly-shaped Products are measured according to the dimensions of the smallest surrounding rectangle in accordance with the provisions of the NBN B 06-001 standard.
4.3. Both the Provisional and Final Price applied by Sprimoglass do not include VAT and do not include any additional services that may be provided by Sprimoglass (either on the specific request of the Customer or if deemed necessary by Sprimoglass), including but not limited to the supply of racks, cleaning of glass, packaging, transport, shipping or insurance. The costs associated with such services are mentioned in the Service Level Agreement and will always be borne by the Customer.
4.4. Unless stated otherwise on the invoice, the Order Confirmation or Price Quotation (if applicable), costs regarding transport of the Products are included in the Provisional Price if and to the extent that (i) the transport consists of a delivery of at least fifty (50) m² of Products, (ii) the delivery takes place at the premises of the Customer (and not at a construction site) and (iii) the delivery takes place in Belgium. Any costs for transport outside the aforementioned parameters are neither included in the Provisional Price nor in the Final Price and shall be invoiced separately by Sprimoglass, in accordance with the terms of the Service Level Agreement.
4.5. Sprimoglass reserves the right to invoice additional costs regarding the supply of racks. Unless explicitly stated otherwise in the Service Level Agreement, Sprimoglass applies a rental fee of three (3) euros (excluding VAT) per rack and per working day if the racks are still at the disposal of the Customer after a period of forty-five (45) working days after the delivery date of the Products. As from a period of ninety (90) working days after the delivery date, Sprimoglass applies a rental fee of ten (10) euros (excluding VAT) per rack and per working day.
In the event of lost racks, Sprimoglass shall be entitled to invoice, in addition to aforementioned rental fees, an amount of seventy hundred fifty (950) euros (excluding VAT) per lost rack.
4.6. Parties may agree to apply a cash discount to the Final Price. If applicable, such cash discount must be stated in the Service Level Agreement or the Order Confirmation.
4.7. Parties agree that in the event the Delivery Date is past the ultimate date of the Validity Period, Sprimoglass may amend the Provisional Price on the basis of the at such time applicable prices in the underlying Service Level Agreement. In such case, Sprimoglass sends the updated Order Confirmation and amended Provisional Price. Sprimoglass furthermore undertakes to provide an updated Service Level Agreement at the latest two (2) week prior to expiry of the Validity Period. In the event the Provisional Price is higher than the initial Provisional Price mentioned in the Order Confirmation or the Price Quotation (if any), the Customer has the possibility to (i) cancel the Agreement by means of a written notification to Sprimoglass or (ii) agree upon an anticipated Delivery Date in mutual consent with Sprimoglass. If the Customer has not initiated either option (i) or option (ii) within a period of five (5) calendar days after receipt of the amended Provisional Price, the Agreement will be executed by Sprimoglass subject to the amended Provisional Price.
4.8. The Provisional Price will at all times be subject to the Price Adjustment Mechanism, as described in detail in the Service Level Agreement. For the avoidance of doubt, any amendments to the Provisional Price following the Price Adjustment Mechanism shall not be subject to the prior approval of the Customer.
5.1. Unless indicated otherwise in writing on the invoice or Order Confirmation, all invoices are payable within thirty (30) calendar days as of the invoice date.
5.2. Notwithstanding article 5.1 of these General Terms and Conditions, Sprimoglass reserves the right to request a cash payment of (part of) the amount of the Provisional Price by the Customer prior to delivery of the Products.
5.3. Any invoice not paid, in full or in part, on the due date, shall legally and without prior notice, result in delay interests on the outstanding invoice amount at the statutory interest rate as from the due date in accordance with the Law of August 2, 2002 on combating late payment in commercial transactions, as amended from time to time, whereby each month started will count for an entire month.
5.4. Any late payment by the Customer furthermore authorizes Sprimoglass to charge an administration fee of ten percent (10%) of the invoice amount, with a minimum of one hundred twenty-five (125) euros. This administration fee remains due upon (late) payment of the principal invoice sum. Late payment or failure to pay an invoice by its due date entitles Sprimoglass to postpone or suspend production or the delivery of the Products to the Customer until full payment of the outstanding payable invoices. All costs resulting from enforcing payment through courts or otherwise, including legal fees, will be borne by the Customer.
5.5. Failure to timely pay any invoice by its due date makes all other invoices immediately due and payable.
5.6. All Products shall remain the property of Sprimoglass until full payment of all invoice amounts, including costs and interests, if any. The Customer is not authorized to charge, pledge, dispose or otherwise modify the Products until full payment of all aforementioned amounts. The risk of the Products is transferred to the Customer at the moment of delivery of the Products to the Customer.
6.1. The Customer expressly agrees to receive invoices for their Orders electronically and agrees that the invoices will no longer be sent on paper by regular mail. The electronic invoice will be the only original copy and will have the same legal value as an ordinary invoice on paper.
6.2. Invoices are sent by email to the email address(es) provided by the Customer.
6.3. The Customer undertakes to provide correct invoicing information to Sprimoglass and to adapt such information or communicate it to Sprimoglass whenever it changes. Sprimoglass is not responsible for erroneous communications if the Customer provides incorrect information or the information is outdated.
6.4. Sprimoglass’ electronic transmission services may be interrupted from time to time for a.o. maintenance work. Such interruptions will be announced in advance whenever possible. Sprimoglass does not guarantee a continued availability of the electronic transmission services and can therefore not be held liable for any interruptions, whatsoever.
6.5. The Customer is solely responsible for consulting, checking and conserving its electronic invoices.
6.6. The Customer may terminate the electronic invoicing system by informing Sprimoglass thereof by e-mail or registered letter. In the event of termination, invoices will no longer be sent electronically. Paper versions will be sent by regular mail to the address given to Sprimoglass by the Customer. A fee of two (2) euros per invoice will be charged to the Customer for this purpose.
7.1. Unless explicitly stated otherwise in writing, Sprimoglass will deliver the Products to the Customer at the location indicated in the Order Confirmation. Upon request of the Customer and subject to approval by Sprimoglass, the Products may be verified by the Customer at the premises of Sprimoglass, and on the date confirmed by Sprimoglass, prior to transport for delivery.
7.2. Notwithstanding article 7.1 of these General Terms and Conditions, the Customer may collect the Products at the premises of Sprimoglass upon prior written agreement between Sprimoglass and the Customer. However, the Customer shall in such case not be entitled to any reduction of the Final Price.
7.3. The Order Confirmation states an indicative Delivery Date. This Delivery Date shall not be considered to be binding upon Sprimoglass. Any delay in delivery of the Products cannot give rise to any penalties, compensations or a cancellation of the Order by the Customer.
7.4. Sprimoglass authorizes the Customer to delay the delivery of an Order that is ready for a maximum period of fifteen (15) calendar days from the initially scheduled Delivery Date. The Customer explicitly acknowledges and agrees that in such case the risk to the Products is transferred from Sprimoglass to the Customer as of the initially scheduled Delivery Date. Once the aforementioned period of fifteen (15) calendar days expires, Sprimoglass will invoice the Products and storage costs until the Products are delivered or collected.
7.5. By accepting these General Terms and Conditions, the Customer acknowledges to have read and accepted Sprimoglass’ regulations on racks and transport, as set out in the Service Level Agreement.
8.1. Sprimoglass manufactures the Products with the greatest care, using generally accepted industry standards as set out in these General Terms and Conditions. However, the manufacturing of the Products may be subject to risks of unforeseeable circumstances and variations in raw materials.
8.2. Sprimoglass’ work is performed according to the prEN-NBN S23-002:2020 standards, NBN EN 12150 standards, NBN EN 1279 standards, the specifications for private work (number 22) issued by the CNC (the French national consumer council), the CSTC (the Belgian building research institute) and the FAB (the Belgian architecture federation) as well as the NIT 214 and their addenda and updates (published by the CSTC).
8.3. The Customer acknowledges and accepts that Sprimoglass and Sprimoglass’ suppliers take into account the minimum requirements specified by note FIV/VGI 03 (NIT 214) in terms of dimensions, thickness, flatness, colors, optical quality and visual defects for glass.
8.4. In the event that the Customer request a review of the composition of the Products, such review is only provided for information purposes. Sprimoglass cannot be held liable for any non-compliance of applicable norms in this respect. Such review is performed on the basis of the following standards:
9.1. In the event that the Customer provides templates, drawings or models, the Products shall be manufactured in accordance with such drawings, templates or models, subject to the explicit reference of such drawings, templates or models dimensions in the Order Confirmation. If the Customer provides templates, such templates must be provided either digitally or in a solid format (e.g. firm cardboard) with dimensions that correspond to the actual dimensions of the ordered Products. The Customer shall provide any accompanying dimensional plans, as requested by Sprimoglass in this respect.
9.2. If the Customer does not reclaim its templates, drawings or models within a period of three (3) months after the delivery date of the Products, manufactured in accordance with such templates, drawings or models, the templates, drawings, models and accompanying dimensional plans become the exclusive property of Sprimoglass, that may use or dispose such templates, drawings and models at its sole discretion, without the right of the Customer to reclaim them or to ask any compensation for the transfer of any intellectual rights in respect of such templates, drawings or models.
9.3. All intellectual property rights in relation to templates, drawings and models applied and/or used for the manufacturing and sale of the Products by Sprimoglass remain its exclusive property.
10.1. No warranty relating to the Products, except the warranty that:
(i) the Products are compliant with what was indicated in the Order Confirmation;
(ii) the Products have been manufactured in accordance with the industry standards as set out in article 8.2 and 8.3 of these General Terms and Conditions; and
(iii) there is no reduced visibility through condensation and deposits of dust on the internal surface due to defects in the hermetic seal of the Products for a period of ten (10) years after the date of delivery with respect to insulation glass and, except if otherwise stated in the Service Level Agreement, for a period of three (3) years after the date of delivery with respect to structured lattice glass or glass with built-in blinds, except that for colored non-tempered glass no such warranty sub (iii) is given (the “Warranty”).
10.2. The Warranty will not apply if any of the following has occurred: failure to make a valid Warranty claim in accordance with article 10.6 of these General Terms and Conditions; improper handling, cutting, transportation, modification or repair; accident, abuse or improper use; improper installation or maintenance not in line with the technical instructions of Sprimoglass (especially with respect to solar control and laminated glass); force majeure; negligence, lack of supervision or of maintenance on the part of the Customer and normal wear and tear.
10.3. This Warranty shall not apply in the event of a defect caused either by materials or accessories supplied by or services rendered by the Customer; by a specific quality, design, template, drawing, model, source or type of glass, specific execution process imposed by the Customer, or by an intervention by a person or entity which is not authorized or qualified for carrying out such intervention.
10.4. Except for the Warranty, Sprimoglass disclaims any and all representations and warranties of any kind, express or implied, including the implied warranties of merchantability and fitness for a particular purpose, all design warranties and all performance warranties and the above shall exclusively describe Sprimoglass’ obligations with regards to the quality of the Products sold.
10.5. Except for the Warranty provided in accordance with article 10.1 of these General Terms and Conditions (iii), the period of validity of the Warranty will start upon the date of delivery by Sprimoglass and shall expire: (i) on the date of installation of the Products; or (ii) after a period of three (3) months in the event of a renovation project or after a period of six (6) months in the event of a new build project, whichever event occurs earlier.
10.6. For any Warranty claim to be valid:
10.7. Sprimoglass will, if and to the extent that Sprimoglass deems the Warranty claim of the Customer valid, at Sprimoglass’ expenses, as sole and exclusive remedy in relation to the Warranty, provide a replacement Product (or replacement of the defective parts of the Product) or issue a credit note for the amounts previously paid by the Customer to Sprimoglass with respect to that particular defective Product. The choice of remedy and place of remedy will be decided at Sprimoglass’ sole discretion and the remedy will, generally, be limited to the replacement of (the defective parts of) the Product. The cost of transport of the Products or the defective parts will be borne by Sprimoglass.
10.8. The Customer shall have the full and exclusive responsibility for having the Products installed in a professional manner and in accordance with the health and safety requirements that apply under applicable laws and regulations.
11.2. Sprimoglass shall in no event be liable under any Agreement for (a) deterioration of any type of coating added to the exterior of insulating glass at the Customer’s request (b) damages or losses related to the Customer’s professional activities, (c) loss of profits or revenue, loss of use, consequential damages, and/or cost of capital; (d) claims of clients of the Customer or other third parties for damages or penalties; and (e) any other indirect and/or consequential damage, loss or expense. Moreover, Sprimoglass shall not be held liable for damage to property clearly not concerning Sprimoglass’ supply and, to the extent permitted by applicable law, injury or accidents suffered by persons.
11.3. To the extent that the activities of Sprimoglass depend on the cooperation, services and deliveries of third parties, Sprimoglass shall by no means be held liable for any damage arising out of the fault (with the exception of gross negligence and intent) on the part of third parties.
11.4. To the maximum extent permitted by law, Sprimoglass’ total liability arising out or in connection to this Agreement (whether in contract, tort (including negligence) or otherwise) shall be limited to and not exceed the amount of the Provisional Price as set forth in the Order Confirmation.
Sprimoglass cannot be held liable for any delay in delivery or damage due to an event of force majeure (hereby included but not limited to war, accidents, terrorist attacks, strikes, lock-out, fire, epidemic, pandemics, delay by suppliers, government measures, general transportation problems, electricity outages, force majeure on the part of subcontractors of Sprimoglass, disruption of internet, data network or telecommunication, shortage or failure in goods, equipment or materials). Force majeure results in the suspension of the contractual obligations of Sprimoglass until the event of force majeure ceases. If the event of force majeure persists for a period of more than three (3) months, both Sprimoglass and the Customer are allowed to terminate the Agreement without any compensation being due.
Both Sprimoglass and the Customer shall comply with obligations under the applicable personal data protection laws. Sprimoglass confirms and the Customer acknowledges and gives its consent an procures that its customers and/or personnel give their consent that these personal data can be processed for customer management, invoicing and for the fulfilment of any other contractual obligations of Sprimoglass under this Agreement. The personal data provided by the Customer can also be processed by Sprimoglass for information or promotion campaigns. The Customer may at all times request, free of charge, access or rectification of the data. The Customer must inform Sprimoglass if the Customer does not want to receive commercial information or if the Customer wants to end the processing of its personal data for information or promotion campaigns or other direct marketing purposes.
14.1. Notwithstanding the right of Sprimoglass to demand additional guarantees from the Customer, Sprimoglass is entitled to dissolve the Agreement with immediate effect, without prior judicial authorisation, upon notification by registered letter to the Customer but without a notice period and without the Customer being entitled to a compensation in the following cases: (i) if the Customer fails to (timely and properly) fulfil one or several obligations under the Agreement, (ii) cessation of payment, (petition of) bankruptcy by the Customer or if the Customer is in a procedure of reorganisation, (iii) (part of) the assets of the Customer are seized or (iv) the Company’s financial position deteriorates to such an extent that in Sprimoglass’ reasonable opinion the Customer’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
14.2. In case of a dissolution of the Agreement, as set forth in article 14.1 of these General Terms and Conditions, Sprimoglass reserves the right to claim a compensation for costs and damage incurred by Sprimoglass as a result form such dissolution.
These General Terms and Conditions and all Agreements between the Customer and Sprimoglass are governed by Belgian law. All disputes (including any disputes relating to any non-contractual obligations) shall be finally settled by the competent courts of Liège, section Liège.