Unless explicitly agreed otherwise, the terms and conditions of PHLIPPO PRODUCTIONS BVBA (PH) take precedence over the terms and conditions of the contract parties, standardised in the sector, or the usual and common practice.
1. Orders are only definite when they have been explicitly accepted by PH. Offers are always given without obligation and only bind PH after explicit confirmation has been given following acceptance by the client.
2. Offers that have been accepted as definite by the client cannot be cancelled unless explicitly agreed otherwise. In the event that no agreement is reached, the client must accept the delivery or compensate PH for the full amount agreed, following deduction of recovery or the work not effectively done, but increased by the full loss of revenue on the accepted offer.
3. Delivery terms are indicative and late delivery will not give grounds for compensation. Unless stipulated otherwise, the goods are delivered and accepted at the warehouses of PH. The goods are transported at the risk and expense of the client.
4. Complaints must be received by the end of office hours by registered post within three business days of the day of delivery or work. The same period applies for invoicing, calculated from the date of the invoice. For goods and parts that are not returned after rental, the replacement costs will be charged; for goods and parts, work materiel and instruments of PH used on location that are returned in a damaged conditions after rental, the cost of repair or replacement will be charged at the normal market prices and rates. The client is always responsible on location. PH is authorised to request presentation of proof of sufficient insurance/security in advance and, to suspend deliveries/work without compensation for the client until such time as the proof of insurance has been presented.
5. The transfer of ownership to all goods and materials delivered by PH only occurs following the final and complete settlement of invoices amounts and appurtenances. Until such time, PH reserves the right to complete revendication, regardless of any partial payments that may have been made.
6. If payment facilities are permitted, they lapse by law and without prior notice by simple fact of failing to respect an interim due date or period.
7. In the event that the invoice debt on the legal or contractual due date is not paid in whole or in part, the balance due on the principle will be increased by a penalty equal to 10% (ten per cent) of the balance, with a minimum of €175, solely for the costs of administration, and along with the principle, will be subject to arrears interest as stipulated below.
8. The invoice amount is due on the 30th day following the invoice date. If that date is exceeded, arrears interest will be charged automatically, commencing from the invoice date, in the amount of 10% (ten per cent) of the debt balance on the due date, rounded up to the end of the current month.
9. Without prejudice to the stipulations of Article 6, above, partial payments will always be applied to the oldest outstanding invoice and appurtenances, unless there is a dispute about that invoice, in which case it will be applied to the next-oldest invoice, regardless of the indications by the client.
10. Bills of exchange, cheques, cession, payment by third parties, or granting of credit do not create any debt renewal or any change to the terms and conditions in this respect.
11. Material lists, sketches, drawings and technical fiches are integral parts of the agreement. The client can therefore not derive any rights beyond the exclusive purpose for which they were made. Deviations up to 5% (five per cent) of the dimensions must be tolerated by the client, without resulting in any changes to the terms and conditions.
12. Only the Dutch text of these terms and conditions is legally valid. Translations are provided solely for the ease of reading for the client. The courts of the District of Mechelen are solely competent to hear disputes with respect to these terms and conditions.