General terms and conditions
Definitions
1. Ledabel, established at 1930 Excelsiorlaan Zaventem under KvK no. 0782847012.
2. Customer: the person with whom Ledabel has entered into an agreement.
3. Parties: Ledabel and the customer together.
4. Consumer: a customer who is also an individual and who acts as a private person.
Applicability of the general conditions
1. These conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Ledabel.
2. Parties can only deviate from these conditions if they have agreed to this explicitly and in writing.
3. The parties explicitly exclude the applicability of additional and/or deviating general conditions of the customer or third parties.
Offers and quotations
1. Offers and quotations by Ledabel are without obligation unless expressly stated otherwise therein.
2. An offer or quotation is valid for a maximum of 2 weeks unless another acceptance period is stated in the offer or quotation.
3. If the customer does not accept an offer or quotation within the applicable period, the offer or quotation expires.
4. Offers and quotations do not apply to repeat orders, unless the parties have expressly agreed to this in writing.
Acceptance
1. When accepting an offer or quotation without engagement, Ledabel retains the right to withdraw the offer or quotation within 3 days after receipt of the acceptance, without the customer being able to derive any rights from this.
2. Verbal acceptance by the customer only binds Ledabel after the customer has confirmed this in writing (or electronically).
Prices
1. All prices quoted by Ledabel are in Euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or agreed otherwise.
2. All prices that Ledabel uses for its products or services, on its website or which are made known in any other way, can be changed by Ledabel at any time.
3. Increases in the cost price of products or parts of products which Ledabel could not foresee at the time of the offer or the agreement can lead to price increases.
4. The consumer has the right to dissolve an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a legal regulation.
5. Ledabel can offer services on the basis of ‘no cure no pay’.
6. In the case of no cure no pay, the payment obligation for the customer arises at the moment that the agreed result has been achieved.
Payments And Payment Term
1. Ledabel may require a deposit of up to 50% of the agreed amount when entering into the agreement.
2. The customer must have made payments in arrears within 7 days of delivery of the product.
3. Payment deadlines are considered fatal payment deadlines. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment period, he is legally in default, without Ledabel having to send the customer a reminder or give notice of default.
4. Ledabel reserves the right to make a delivery conditional on immediate payment or to demand a security for the total amount of the services or products.
Consequences of Late Payment
1. If the customer does not pay within the agreed period, Ledabel is entitled to charge an interest of 1% per month from the day that the customer is in default, whereby a part of a month is counted as a whole month.
2. When the customer is in default, he also owes Ledabel extrajudicial collection costs and possible damages.
3. The collection costs are calculated according to the Decree on compensation for extrajudicial collection costs.
4. If the customer does not pay on time, Ledabel may suspend its obligations until the customer has fulfilled his payment obligation.
5. In case of liquidation, bankruptcy, seizure or suspension of payment on the part of the customer, the claims of Ledabel on the customer are immediately claimable.
6. Should the customer refuse to co-operate with the implementation of the agreement by Ledabel, he is still obliged to pay the agreed price to Ledabel.
Right of complaint
1. As soon as the customer is in default, Ledabel is entitled to invoke the right of complaint with respect to the unpaid products delivered to the customer.
2. Ledabel invokes the right of complaint by means of a written or electronic communication.
3. As soon as the customer has been informed of the invoked right of complaint, the customer must immediately return the products to which this right relates to Ledabel, unless the parties have made other agreements about this.
4. The costs of taking back or bringing back the products are for the account of the customer.
Right of withdrawal
1. A consumer can dissolve an online purchase during a reflection period of 14 days without giving any reason provided that:
– the product has not been used
– it is not a product that spoils quickly, such as food or flowers
– it is not a product that has been customised or adapted especially for the consumer
– it is not a product that cannot be returned for hygienic reasons (underwear, swimwear, etc.)
– the seal is still intact, if it concerns data carriers with digital content (DVDs, CDs, etc.)
– the product is not a travel, transport ticket, catering order or form of leisure activity
– the product is not an individual magazine or newspaper
– it does not concern an (order for) emergency repair
– the consumer has not waived his right of withdrawal.
2. The cooling-off period of 14 days as mentioned in paragraph 1 starts
– on the day after the consumer has received the last product or part of 1 order
– as soon as the consumer has received the first product of a subscription
– as soon as the consumer has received a service for the first time
– as soon as the consumer has confirmed that he is going to purchase digital content via the Internet
3. The consumer can make his appeal to the right of withdrawal known via info@ledabel.com, if desired using the withdrawal form which can be downloaded from Ledabel’s website, www.ledabrl.com.
4. The consumer is obliged to return the product to Ledabel within 14 days of making his right of withdrawal known, failing which his right of withdrawal lapses.
5. The costs of return are only for Ledabel if the complete order is returned.
6. If the purchase costs and any other costs (such as shipping and return costs) are eligible for reimbursement according to the law, Ledabel will refund these costs to the consumer within 14 days after receipt of the timely appeal to the right of withdrawal, on condition that the consumer has returned the product to Ledabel in time.
Right of suspension
Unless the customer is a consumer, the customer waives the right to suspend the fulfilment of any commitment arising from this agreement.
Right of retention
1. Ledabel can appeal to its right of retention and in that case keep products of the customer, until the customer has paid all outstanding bills towards Ledabel, unless the customer has provided sufficient security for those costs.
2. The right of retention also applies on the grounds of previous agreements from which the customer still owes payments to Ledabel.
3. Ledabel is never liable for any damage that the customer may suffer as a result of using his right of retention.
Settlement
Unless the customer is a consumer, the customer waives his right to offset a debt to Ledabel with a claim on Ledabel.
Retention of title
1. Ledabel remains the owner of all delivered products until the customer has completely fulfilled all his payment obligations towards Ledabel on the basis of whatever agreement concluded with Ledabel, including claims for failure to fulfil.
2. Until that time, Ledabel can invoke its retention of title and take back the goods.
3. Before the ownership has been transferred to the customer, the customer may not pledge, sell, alienate or otherwise encumber the products.
4. If Ledabel appeals to his retention of title, the agreement is considered as dissolved and Ledabel has the right to claim damages, lost profit and interest.
Delivery
1. Delivery takes place as long as stocks last.
2. Delivery takes place at Ledabel’s premises, unless the parties have agreed otherwise.
3. Delivery of products ordered online takes place at the address given by the customer.
4. If the agreed amounts are not paid or not paid on time, Ledabel has the right to suspend its obligations until the agreed part has been paid.
5. Late payment is a case of creditor default, with the consequence that the customer cannot hold a late delivery against Ledabel.
Delivery time
1. Delivery takes place as long as stocks last.
2. Delivery takes place at Ledabel, unless the parties have agreed otherwise.
3. Delivery of products ordered online takes place at the address indicated by the customer.
4. If the agreed amounts are not paid or not paid on time, Ledabel has the right to suspend its obligations until the agreed part has been paid.
5. Late payment is a case of creditor default, with the consequence that the customer cannot hold a late delivery against Ledabel.
1. The delivery times given by Ledabel are indicative and when exceeded give the customer no right to dissolution or compensation, unless the parties have expressly agreed otherwise in writing.
2. The delivery time begins after the offer signed for agreement by the customer to Ledabel has been confirmed in writing or electronically by Ledabel to the customer.
3. Exceeding the given delivery time gives the customer no right to compensation nor the right to dissolve the agreement, unless Ledabel cannot deliver within 14 days after a written reminder or the parties have agreed otherwise.
Actual delivery
The customer must ensure that the actual delivery of the products ordered by him can take place on time.
Transport costs
Transport costs shall be borne by the customer, unless the parties have agreed otherwise in this regard.
Packaging And Shipping
1. If the packaging of a delivered product has been opened or damaged, the customer must, before taking delivery of the product, have a note made of this by the forwarder or delivery person, failing which Ledabel cannot be held responsible for any damage.
2. If the customer takes care of the transport of a product himself, he must report any visible damage to the product or packaging to Ledabel prior to transport, failing which Ledabel cannot be held responsible for any damage.
Insurance
1. The customer obliges himself to insure the following goods sufficiently and keep them insured against fire, explosion and water damage as well as theft:
– delivered goods which are necessary for the execution of the underlying agreement
– items of Ledabel which are in the possession of the customer
– items delivered under retention of title
2. The customer will make the policy of these insurances available for inspection at the first request of Ledabel.
Storage
1. If the customer takes delivery of ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
2. Any additional costs resulting from premature or late acceptance of products shall be borne entirely by the customer.
Assembly/Installation
Although Ledabel endeavours to carry out all assembly and/or installation work to the best of its ability, it bears no responsibility for this except in the case of intent or gross negligence.
Guarantee
1. When the parties have entered into an agreement with a service character, this contains for Ledabel only obligations of effort, no obligations of result.
2. The guarantee with respect to products only applies to defects caused by faulty manufacturing, construction or material.
3. The guarantee does not apply in the case of normal wear and tear and damage caused by accidents, introduced modifications to the product, negligence or incompetent use by the customer, as well as
Exchange
when the cause of the defect cannot be clearly determined.
4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties is transferred to the customer at the moment they are legally and/or factually delivered, or at least come into the control of the customer or of a third party who takes delivery of the product on behalf of the customer.
1. Exchange is possible only if the following conditions are met:
– exchange takes place within 14 days after purchase upon presentation of the original invoice
– the product is returned in its original packaging or with the original (price) tags still attached
– the product has not yet been used
2. Discounted items, non-perishable items such as foodstuffs, custom-made items or items specially adapted for the customer and indoor LED screens (P2,P2.5, P3,P4,P5) and outdoor LED screens (P3,P4,P5,P6,P8,P10) cannot be exchanged.
Execution of the Agreement
1. Ledabel carries out the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Ledabel has the right to have the agreed service provision (partially) carried out by third parties.
3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
4. It is the responsibility of the customer that Ledabel can start on time with the execution of the agreement.
5. If the customer has not ensured that Ledabel can begin the execution of the agreement on time, the resulting extra costs and/or extra hours are the responsibility of the customer.
Provision of information by the Customer
1. The customer makes all information, data and documents relevant for the correct execution of the agreement available to Ledabel on time and in the desired form and manner.
2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if these come from third parties, as far as the nature of the agreement does not dictate otherwise.
3. If and insofar as the customer requests this, Ledabel will return the documents in question.
4. If the customer does not, not on time or not properly provide the information, data or documents reasonably requested by Ledabel and the execution of the agreement is delayed because of this, the extra costs and extra hours resulting from this are for the account of the customer.
Indemnification
The customer indemnifies Ledabel against all claims by third parties relating to products and/or services supplied by Ledabel.
Complaints
1. The customer should examine a product delivered or service provided by Ledabel for any shortcomings as soon as possible.
2. If a delivered product or service does not correspond to what the customer could reasonably expect from the agreement, the customer should inform Ledabel as soon as possible, but in any case within 1 month after having noticed the shortcomings.
3. Consumers must inform Ledabel of any shortcomings at the latest within 2 months of their discovery.
4. The customer gives as detailed a description as possible of the shortcoming, so that Ledabel is able to respond adequately.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to work in progress, this can in no case lead to Ledabel being held to carry out other work than that agreed upon.
Notice of default
1. The customer must give notice of default in writing to Ledabel.
2. It is the responsibility of the customer that a notice of default actually reaches Ledabel (on time).
Joint and several liability of the customer
If Ledsbel enters into an agreement with several customers, each of them is jointly and severally liable for the full amounts they owe Ledabel on the basis of that agreement.
Liability Ledabel
1. Ledabel is only liable for any damage suffered by the customer if and as far as that damage is caused by intent or conscious recklessness.Liability Ledabel is liable for any damage, it is only liable for direct damage arising from or related to the execution of an agreement.
2. Ledabel is never liable for indirect damage, such as consequential damage, loss of profit, missed savings or damage to third parties.
3. If Ledabel is liable, this liability is limited to the amount paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the amount of damage, the liability is limited to the (part of the) invoice amount to which the liability relates.
4. All illustrations, photographs, colours, drawings, descriptions on the website or in a catalogue are only indicative and only apply approximately and cannot be a reason for compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Due date
Every right of the customer to compensation of Ledabel expires in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of article 6:89 of the Civil Code.
Right of Dissolution
1. The customer has the right to dissolve the agreement when Ledabel has failed imputably in the fulfilment of its obligations, unless this failure, in view of its special nature or minor importance, does not justify the dissolution.
2. If the fulfilment of the obligations by Ledabel is not permanently or temporarily impossible, dissolution can only take place after Ledabel is in default.
3. Ledabel has the right to dissolve the agreement with the customer if the customer does not fully or timely fulfil his obligations from the agreement, or if Ledabel has knowledge of circumstances that give him good reason to fear that the customer will not be able to fulfil his obligations properly.
Force majeure
1. In addition to the provisions of article 6:75 of the Civil Code, a shortcoming of Ledabel in the fulfilment of any obligation towards the customer cannot be attributed to Ledabel in a situation independent of Ledabel’s will, as a result of which the fulfilment of his obligations towards the customer is wholly or partially prevented or as a result of which the fulfilment of his obligations cannot reasonably be demanded from Ledabel.
2. To the force majeure situation mentioned in paragraph 1 are also – but not exclusively – included: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); default and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work interruptions.
3. If a force majeure situation occurs as a result of which Ledabel cannot fulfil 1 or more obligations to the customer, then these obligations are suspended until Ledabel can fulfil them again.
4. From the moment that a force majeure situation has lasted for at least 30 calendar days, both parties may dissolve the agreement in writing completely or partially.
5. Ledabel is in a force majeure situation not due any (damage) compensation, not even if it enjoys any advantage as a result of the force majeure situation.
Amendment of general conditions
1. Ledabel is entitled to change or supplement these general conditions.
2. Changes of minor importance can be made at any time.
3. Major changes of content will be discussed in advance with the customer as much as possible.
4. Consumers are entitled to terminate the agreement in case of a substantial change in the general conditions.
Transfer of Rights
1. Rights of the customer from an agreement between parties cannot be transferred to third parties without the prior written consent of Ledabel.
2. This stipulation is considered to be a stipulation with effect of property as referred to in article 3:83, second paragraph, Civil Code.
Consequences of nullity or voidability
1. Should one or more provisions of these general terms and conditions prove to be void or voidable, this shall not affect the other provisions of these terms and conditions.
2. A provision that is void or voidable will in that case be replaced by a provision that comes closest to what Ledabel had in mind when drawing up the conditions on that point.
Applicable Law And Competent Court
1. Every agreement between the parties is exclusively governed by Dutch law.
2. The Dutch judge in the district where Ledabel has its registered office/practice/office is exclusively competent to take cognisance of any disputes between the parties, unless the law imperatively prescribes otherwise.
Drafted on 13 August 2020.