These general conditions of sale (hereinafter referred to as ‘General Conditions’) apply to all sales and deliveries of goods by IDELCO INSULATION nv and/or its subsidiaries (hereinafter referred to as ‘Idelco Insulation’), as well as to all offers and/or order confirmations sent by Idelco Insulation for the sale of goods.
All Sales Agreements concluded between the parties (as defined below) shall automatically be deemed to be governed by these General Conditions. Any other additional or different conditions of the purchaser, in any document, are expressly rejected. These General Conditions and, where applicable, the specific conditions set out by Idelco Insulation in its offer or its order confirmation or otherwise agreed in writing between the parties shall constitute the entire sales agreement between the parties (hereinafter referred to as the ‘Sales Agreement’) and supersede all prior written or oral statements, agreements or arrangements between the parties relating to the same subject matter. Subject to article 1.5 below, any amendment to the Sales Agreement must be made in writing and duly signed by both parties.
In the event of a conflict between the provisions of these General Conditions and the specific conditions set out by Idelco Insulation in its offer or its order confirmation, or otherwise agreed in writing between the parties, the specific conditions shall prevail over the provisions of these General Conditions.
1.1 Unless otherwise agreed, the period of validity of our offers is one (1) month.
1.2 Any order that is not the subject of a written offer sent by us shall only be binding if accepted by us in writing.
1.3 Unless expressly stated otherwise in the offers, the sending of an offer by Idelco Insulation does not imply acceptance of an order sent by the buyer. Our agents and representatives have no power of representation. Orders that they take shall only be considered final once we have sent a written order confirmation.
1.4 The buyer shall be solely responsible for the correctness, accuracy and completeness of all specifications provided to Idelco Insulation in the preparation of the offer or stated in the order sent by the buyer, including but not limited to the type and number of goods, and their design and quality. In addition, the buyer is solely responsible for providing Idelco Insulation with any other information that Idelco Insulation may require in a timely manner in order to execute the Sales Agreement.
1.5 Idelco Insulation shall at any time, provided it has valid reasons and notwithstanding the fact that any amendment to the Sales Agreement must be in writing and duly signed by both parties, be entitled to make amendments concerning the following aspects of the goods which are the subject of the Sales Agreement and which the buyer will accept:
(i) the supply of raw materials, goods or services used in the production of the goods;
(ii) the type, design, quality, packaging, shipping and delivery methods or any other specification;
(iii) the method of production or any other process used in the production of the goods;
(iv) the locations from which Idelco Insulation or any of its suppliers or subcontractors operate.
Where possible, Idelco Insulation shall inform the buyer of these changes no later than thirty (30) days before they come into effect. Upon receipt of such information, the buyer shall have the right to terminate the Sales Agreement and/or any pending order under the Sales Agreement if it has reasonable grounds for not accepting such changes, by notifying Idelco Insulation in writing at least fifteen (15) days before the intended changes take effect. There is no charge associated with such termination, subject, however, to article 11.5 of the General Conditions.
2.1 The prices stated in the offer or order confirmation shall apply. If no prices are stated in the offer or order confirmation, the applicable prices applied by Idelco Insulation at the time of the offer or order confirmation shall apply.
Unless expressly stated otherwise in the offer or order confirmation, the applicable prices are net prices in euros. These do not include value-added tax or other taxes, nor any other costs or expenses, including but not limited to handling, processing, packaging, storage, transport, import and insurance costs. All such taxes, duties, costs and expenses shall be borne separately by the buyer.
2.2 Notwithstanding the above, Idelco Insulation shall be entitled to adjust prices at any time if necessary to compensate for an increase in its own costs, including, but not limited to, an increase in costs due to:
(i) an increase in the price of raw materials, goods or services required to produce the goods, including, but not limited to, an increase in personnel costs;
(ii) change in type, design, quality, packaging, shipping and delivery methods or other specifications relating to the goods in the offer or order;
(iii) requests for additional work;
(iv) volume shortages;
(v) unexpected events beyond Idelco Insulation nv’s reasonable control that complicate Idelco Insulation nv’s performance of the Sales Agreement.
Idelco Insulation will notify the buyer of these price adjustments, including the date of their entry into force. Upon receipt of such information, the buyer shall be entitled to terminate the Sales Agreement and/or any pending order under the Sales Agreement by giving Idelco Insulation written notice at least fifteen (15) days before the intended changes take effect. However, it is agreed that orders scheduled for delivery within the above fifteen (15) day period will be fulfilled at the unadjusted prices.
2.3 Unless otherwise agreed, our prices are valid for delivery at our Wielsbeke branch, Hooiemeersstraat 1. If we are responsible for handling or organising the shipment of the purchased goods, we will charge the buyer for the cost of shipping the goods.
We are entitled to transfer the cost of any surcharges to the buyer. This includes charges imposed by transportation companies or suppliers in relation to the supply of raw materials used in the goods – or any duties, tariffs, taxes or other charges arising from acts, rules, regulations, executive orders or directives of any government or political entity, agency or systems thereof – or any court, regulatory or arbitration authority relating to the supply of the goods (including, but not limited to, any duties, tariffs, taxes or charges imposed on the manufacture and/or supply of the goods for the purpose of optimising the recyclability of packaging, reducing non-recyclable plastic packaging, developing more sustainable packaging and/or protecting the environment).
2.4. We are entitled, by way of surcharge and/or increase in the price agreed in an order or in a delivery contract, to transfer to the buyer any increase in costs incurred by the seller. These include CO2 levy and/or any cost increase resulting from an event beyond the seller’s reasonable control – including but not limited to – any increase in the cost of raw materials or in connection with their supply.
3.1 Our invoices are payable no later than 30 days from the invoice date at the registered office, in cash or by transfer to the bank account number indicated on the invoice.
3.2 All invoices unpaid on the due date shall as of right and without any prior notice of default being required, be subject to interest calculated in accordance with the Law of August 2002 on combating late payment in commercial transactions.
3.3 Any non-payment of an invoice on its due date entitles us to demand payment of all outstanding invoices sent to the same buyer and gives us the right to suspend any delivery or all deliveries until the overdue invoice amounts are paid.
3.4 If an invoice remains unpaid on the due date:
we shall be entitled to claim compensation of 50.00 euros for each unpaid invoice; and
no response has been made to notice of default, increase the invoice amount by 10%, applying a minimum amount of 50.00 euros and a maximum amount of 2000 euros; or
we shall be entitled to claim compensation for all collection costs, as provided for in the law of 2 August 2002.
4.1 Unless otherwise agreed, delivery takes place on a ‘carriage paid’ basis (FCA – Incoterms ® 2020) at our Wielsbeke site, Hooiemeersstraat 1, as stipulated in article 2.3.
4.2 The risk of damage or loss of the goods shall pass to the buyer at the time the goods are made available at Idelco Insulation’s premises where the goods covered by the offer or order are produced, before they are loaded onto a lorry. However, if the Sales Agreement also includes the transport of the goods, the risk of damage or loss of the goods shall pass from Idelco Insulation to the buyer at the time the goods are handed over to the first transporter, before they are loaded onto a truck.
4.3 Upon delivery, the buyer is obliged to sign the necessary delivery documents. The signing of the delivery documents constitutes acceptance of the delivery. If the buyer fails to take delivery of the goods or fails to provide Idelco Insulation with the necessary information to carry out the delivery of the goods at the agreed time or in accordance with the agreed delivery schedule, Idelco Insulation shall be entitled to deliver the goods at its own discretion and sign the delivery documents or store the goods until actual delivery, both at the buyer’s expense and risk, without any further liability for Idelco Insulation on any account whatsoever. In any event, the risk of damage or loss of the goods shall pass from Idelco Insulation to the buyer at the time when delivery should have taken place. If delivery is delayed for reasons attributable to the buyer by more than fifteen (15) days, Idelco Insulation, at its discretion and without prejudice to other remedies available to it, shall be entitled to sell the goods at the readily available, best price and charge the difference between the price obtained and the price agreed in the Sales Agreement to the buyer, or destroy or otherwise dispose of the goods, at the buyer’s expense.
4.4 When delivering the goods on Idelco Insulation’s premises, the buyer and its personnel and subcontractors are obliged to strictly comply with the health and safety rules and guidelines applicable within Idelco Insulation. The buyer shall ensure that its staff and subcontractors are aware of these rules and guidelines, and undergo regular health and safety training. Idelco Insulation reserves the right to refuse access or to ask the buyer, its staff or subcontractors to leave the premises immediately if the rules and guidelines on health and safety are not complied with. Any additional costs thus incurred will be borne by the buyer.
4.5 Unless expressly agreed otherwise, the buyer is solely responsible for completing all export, customs and import formalities. All duties, taxes and other charges shall be borne entirely by the buyer. Export and domestic or international transhipment of goods is the responsibility and cost of the buyer. In this regard, the buyer must specifically comply with all national and international export control regulations.
Unless otherwise agreed in the special provisions, the delivery period is given as an indication only on the basis of an estimate and is not binding on Idelco Insulation. The buyer acknowledges that compliance with this estimated delivery time or schedule depends on the timely receipt of deliveries of raw materials, goods and services from Idelco Insulation’s suppliers and the necessary information from the buyer.
Ownership of the goods shall not pass from Idelco Insulation to the buyer until the buyer has fulfilled all its obligations towards Idelco Insulation under the Sales Agreement, including full payment of all invoices relating to the goods. Until then, the buyer must adequately insure and store the delivered goods, separate from those of the buyer or any other third party and clearly marked as the property of Idelco Insulation. The buyer is entitled to sell or use the goods in the normal course of its business, but must immediately pay Idelco Insulation the proceeds from the sale of the goods.
7.1 The buyer is obliged to inspect the goods as soon as possible after delivery. If the buyer suspects that an incorrect quantity or type of goods has been delivered or in the event of visible damage to the goods on delivery, the buyer must inform Idelco Insulation without delay, but no later than three (3) days after delivery. After this period, the goods are irrevocably deemed to have been accepted by the buyer as being in good condition and in accordance with the number and type specified in the Sales Agreement.
7.2. Any operational use of the delivered goods by the buyer is considered as a final acceptance of the goods.
8.1. Idelco Insulation warrants for a period of 12 months from delivery, that upon delivery
(i) the goods delivered are free from defects in workmanship or materials, and
(ii) conform to the specifications of the Sales Agreement and any other specifications, drawings, samples or descriptions of Idelco Insulation, it being understood that specifications mentioned in public statements, claims or advertisements can never be construed as a warranty and notwithstanding other specific provisions included below and/or described in the installation or maintenance manual or instructions of the goods.
8.2 To invoke the guarantee, the buyer is obliged to notify Idelco Insulation by registered letter of any complaint relating to the defect(s) no later than 48 hours after it discovers or could reasonably have discovered the defect.
If, after investigation, Idelco Insulation accepts its liability for the buyer’s warranty claim, the sole and exclusive remedy shall be the repair or replacement by the buyer and at Idelco Insulation’s expense of the goods found not to be in conformity with the warranties mentioned in Article 8.1. The transport and processing costs relating to the return of the disputed non-conforming goods to Idelco Insulation and to the delivery of repaired or replacement goods to the buyer shall be borne by Idelco Insulation to the extent necessary for resolution. If this solution has failed, the buyer is entitled to adjust the purchase price proportionately or, in case of a major defect, to terminate the Sales Agreement.
8.3 Notwithstanding the sole and exclusive remedy set out in Article 8.2, Idelco Insulation reserves the right to credit or reimburse the buyer in an amount equal to the purchase price paid by the buyer to Idelco Insulation in respect of the non-conforming goods, in lieu of supplying repaired or replacement goods. This shall be the case in any respect if the repair or replacement of the non-conforming goods is impossible or impractical or, in Idelco Insulation’s opinion, does not allow the buyer to enjoy the warranty benefits of Article 8.1.
8.4 If an alleged defect in the goods is detected during this guarantee period, the purchaser must immediately notify Idelco Insulation in writing and return the goods concerned to Idelco Insulation’s designated branch without delay. Idelco Insulation will thoroughly examine the returned goods and record its findings, its warranty opinion and its decision on acceptance of liability for the warranty claim in writing. This report shall be communicated to the buyer within thirty (30) days of Idelco Insulation’s receipt of the returned goods or, if more time is needed for the examination, within the time reasonably necessary for a careful examination of the returned goods. As part of this investigation, Idelco Insulation may, at its discretion, carry out any tests, examinations and analyses of the returned goods that it deems reasonable. Idelco Insulation is also entitled to examine other goods that were delivered to the buyer and are not claimed to be defective. The buyer, as a condition for the settlement of any warranty claim, is obliged to provide Idelco Insulation with reasonable cooperation and assistance in the context of the examination of the returned goods, including but not limited to the provision of all relevant information at its disposal.
Where the Buyer’s warranty claim is found to be unfounded, the Buyer shall reimburse Idelco Insulation for all reasonable costs and expenses incurred by Idelco Insulation in connection with the examination of the returned goods, including, but not limited to, all costs of transportation, processing, repair, replacement, credit or refund of goods found to be non-conforming.
8.5 Apart from the warranties mentioned in clause 8.1, Idelco Insulation makes no other warranties, express or implied, written or oral, including but not limited to any warranty of merchantability or fitness for a particular purpose. The technical advice provided by Idelco Insulation – in writing or orally – is given in good faith only, without any guarantee, and does not release the buyer from its obligation to test the goods for their suitability for the intended purpose.
8.6 The guarantees set out in article 8.1 do not apply to: (i) damage and/or claims related to improper or faulty installation, maintenance, misapplication, (incorrect) use, the use of unsuitable, harmful and damp substances; or (ii) the installation of the goods in too dry or too damp an environment; (iii) defects resulting from the application, processing and use of the goods in the buyer’s own goods; (iv) normal wear and tear; (v) defects resulting from the buyer’s specifications, drawings, samples or descriptions, including but not limited to specifications regarding the type and number of goods, and the design and quality of the goods.
Moreover, the following are excluded from the warranty: all products of inferior quality identified by Idelco Insulation in the sales file (offer, order confirmation, invoice, etc.) as inferior products or second choice.
The guarantee can only be invoked if the following conditions are met:
– the goods have been transported, assembled and installed in accordance with the instructions and guidelines provided for that purpose or, in the absence thereof, in accordance with generally accepted practice for that purpose;
– the goods are used and maintained under normal conditions and/or in accordance with the instructions laid down in the installation and maintenance guidelines or manual of the goods;
– the warranty cannot be invoked for use in exceptional or abnormal conditions not expressly described in the special provisions and/or in the installation and maintenance guidelines or manual of the goods, or if no, poor or insufficient maintenance has been carried out, changes have been made by the purchaser and/or assembly or repairs have been carried out by an unqualified person;
8.7 It is expressly agreed and understood that the buyer is solely responsible for the application, processing and use of the goods in his own goods and for determining the fitness of the goods for their intended purpose. In this context, the buyer shall ensure that the goods are applied, processed and used in accordance with all applicable local, national and international laws, regulations, standards, guidelines and requirements, as well as the latest applicable industry standards. The buyer must not remove any warning signs or labels from the goods, nor alter Idelco Insulation’s guidelines, manuals or instructions relating to the goods.
9.1 Apart from the warranties and indemnities expressly provided for in these General Conditions or in the Sales Agreement, Idelco Insulation shall have no other liability towards the buyer.
Idelco Insulation shall under no circumstances be held liable to the buyer for any special, moral, indirect, incidental or consequential damages, losses, costs or expenses, including but not limited to loss of profits, missed savings, loss of turnover, loss of contracts, loss of opportunities, loss of reputation, even if foreseeable or if Idelco Insulation was informed of the possibility of the occurrence of such damages, losses, costs or expenses.
Where permitted by applicable law and barring gross or wilful misconduct or gross negligence, injury, death and damage to health, breach of material contractual obligations and claims arising from product liability, Idelco Insulation’s total liability to the buyer shall be limited to the price of the goods that gave rise to the buyer’s claim, as invoiced by Idelco Insulation to the buyer. This limitation of liability is valid irrespective of whether the act, omission or negligence is attributable to Idelco Insulation itself or its employees or subcontractors, and irrespective of the applicable liability regime, including but not limited to contractual liability, tort liability and strict liability.
9.2 Idelco Insulation cannot be held liable for (i) any damage, losses, costs or expenses resulting directly, indirectly or partially from any act, omission or negligence, even if only minor, on the part of the buyer, its personnel and subcontractors or a third party, or resulting from incorrect, inaccurate or incomplete information provided by the buyer to Idelco Insulation in the context of the Sales Agreement and/or (ii) for damage to or loss of material made available by the buyer to Idelco Insulation in the context of the performance of the Sales Agreement – including, but not limited to, tools and packaging, and which results from an event beyond its reasonable control or which falls within the scope of reasonable wear and tear. These materials remain the exclusive property of the buyer.
10.1 We will indemnify the buyer against all direct damages, losses and expenses arising out of any infringement or alleged infringement of any patent, licence, trade mark, trademark or copyright owned or used by a third party, by any of our goods and we will defend at our own expense against any claim, complaint action or proceeding at the buyer’s expense, provided (i) that the buyer immediately notifies us in writing and by registered mail of the fact that any such claim has been made against the buyer in court or of the likelihood that any such claim, action, suit or proceeding will be brought and (ii) that neither we nor any other party will take responsibility for the defence and all negotiations leading to the amicable resolution of the dispute in question; and (iii) that the buyer will not, without our prior written consent, negotiate or enter into any agreements with respect to any such claim, action, subpoena or proceeding; and (iv) that the buyer will cooperate with us in a proactive or active manner and provide such appropriate assistance as may be required by us in the context of the dispute or potential dispute.
10.2 We bear no liability and assume no obligation to compensate for any item or any part thereof (i) which is based on specifications, drawings, models or other data provided by the buyer; or (ii) which has been unilaterally modified by any party other than us; (iii) if the buyer continues to carry out activities constituting an alleged infringement after adjustments have been made available to it for the purpose of preventing the alleged infringement; or (iv) if the use of the item or together with other products, processes or materials or a combination thereof, rather than the item itself, is the primary cause of the alleged infringement.
10.3 If it is established by a final judicial decision that we have infringed, or made improper use of, such rights of a third party, or we ourselves have established such third party’s improper use, we shall be entitled, in our sole discretion and at such party’s expense to (i) modify the item so that it no longer infringes the third party’s rights or constitutes improper use or (ii) attempt to obtain a licence or other right to use the article; or (iii) replace the relevant article or part thereof with a product that does not infringe any rights. If the aforementioned options are not available on commercially reasonable terms and/or within a reasonable time, we may demand the return of the item delivered by us and may proceed to refund the amounts paid to us by the buyer for the item, without additional compensation.
10.4. The options provided for in this Article 10 shall constitute the sole and exclusive remedies and damages available to the buyer and shall exclude any other claim for compensation for direct or indirect damages without prejudice.
11.1. Unless expressly agreed otherwise, the Sales Agreement shall terminate automatically when the parties have fulfilled all their obligations under the Sales Agreement and all orders under the Sales Agreement have been executed.
11.2. Idelco Insulation shall be entitled at any time to terminate the Sales Agreement, or one or more ongoing orders under the Sales Agreement, in writing, subject to thirty (30) days’ notice.
11.3. Idelco Insulation shall be entitled at any time to terminate the Sales Agreement and all pending orders under the Sales Agreement by giving written notice to the buyer, without prior judicial intervention and without liability for any compensation to the buyer, if:
(i) the buyer breaches any of the provisions of these General Conditions or the Sales Agreement, and has not duly remedied such breach within fifteen (15) days of a written demand to that effect by Idelco Insulation;
(ii) the Buyer has declared that it will not or will no longer fulfil its obligations under the General Conditions or the Sale Agreement;
(iii) the Buyer is declared bankrupt or its bankruptcy is filed for, is placed in receivership, ceases or threatens to cease operations, or has otherwise shown signs of insolvency or insufficient financial resources.
11.4. The buyer does not have the right to terminate the Sales Agreement on account of Idelco Insulation entering into a transaction involving the sale of a substantial part of the assets used for the production of goods covered by the Sales Agreement, or on account of a merger, sale or exchange of shares or other equity interests that would result in a change of control of Idelco Insulation.
11.5. In case of early termination of the Sales Agreement, for whatever reason, the buyer shall immediately pay all outstanding invoices. In addition, and if applicable, the buyer shall fully reimburse Idelco Insulation for all costs relating to the goods that are the subject of the Sales Agreement and which have already been produced or are in production, but have not yet been delivered at the time of dissolution.
11.6. Upon termination, the buyer shall, upon Idelco Insulation’s simple request, immediately either return to Idelco Insulation all information, documents, samples, drawings and personal data received from Idelco Insulation, or destroy such information, documents, samples, drawings and personal data and confirm such destruction in writing to Idelco Insulation.
11.7. Notwithstanding the termination of the Sales Agreement for any reason, the provisions of the Sales Agreement intended to remain in force after termination shall remain in full force and effect after termination. The provisions that remain in force after termination include, but are not limited to, Article 8 (Warranties), Article 9 (Limitation of Liability) and Article 12 (Confidentiality – Intellectual Property) of these General Conditions.
12.1 Unless expressly agreed otherwise by us in writing, the buyer is under no circumstances allowed to disclose or entrust to third parties any confidential information or information that is our property or in our possession.
12.2 Any idea, concept, work, and any invention and discovery covered by authorship, patent, design, copyright, trademark, trade secret, know-how or other intellectual property, whether registered or not, owned by Idelco Insulation or developed by Idelco Insulation in the context of the Sales Agreement, shall remain the exclusive property of Idelco Insulation, even if the Sales Agreement is entered into for the ad hoc creation of works that could be considered ‘works for hire’.
Neither the buyer nor its subcontractors, customers or third parties have the right to copy, modify, repair, adapt or reconstruct, or to have copied, modified, repaired, adapted, reconstructed, the goods supplied under the Sales Agreement without the prior written consent of Idelco Insulation.
In all cases where the goods are manufactured in accordance with the buyer’s specifications, the buyer shall fully indemnify Idelco Insulation against all claims and damages, losses, costs or expenses incurred by Idelco Insulation as a result of the infringement of any patent, trademark, drawing or model, trade secret or proprietary process in the design, application, processing or use by third parties of such goods.
13.1. During the term of the Sales Agreement, Idelco Insulation or a third party appointed by Idelco Insulation shall have the right to enter the premises of the buyer or its subcontractors to verify whether the buyer is fulfilling its obligations under these General Conditions or the Sales Agreement. More specifically, Idelco Insulation will be allowed to carry out an inspection or audit in the following situations:
(i) Until ownership of the goods delivered has passed from Idelco Insulation to the buyer, Idelco Insulation shall be entitled to carry out an inspection or audit to verify the buyer’s compliance with its obligations under these General Conditions or a Sales Agreement. If the buyer should fail to fulfil its obligations, Idelco Insulation shall be entitled to immediately take back the goods still owned by Idelco Insulation, without prejudice to the other legal remedies available to Idelco Insulation.
(ii) Upon delivery of the goods, Idelco Insulation may, at its discretion, assist the buyer in carrying out the inspection which the buyer is obliged to conduct.
(iii) Following a warranty claim by the buyer pursuant to clause 8.2, Idelco Insulation shall be entitled to carry out an inspection or audit to examine the goods delivered to the buyer which are not alleged to be defective.
Such an inspection or audit can only be carried out during normal business hours and provided the buyer has been given three (3) days’ prior written notice.
13.2. The buyer shall cooperate fully with the inspection or audit. Specifically, the buyer shall grant Idelco Insulation or a third party appointed by Idelco Insulation access to any site, installation, documentation or information that may be useful in the context of the inspection or audit or that is reasonably requested by Idelco Insulation or Idelco Insulation’s appointed third party.
13.3. During the inspection or audit, Idelco Insulation or the third party appointed by Idelco Insulation shall be entitled to take samples of the goods delivered. However, such sampling does not relieve the buyer from its obligation to examine the goods upon delivery to ensure that they conform to the specifications and to test the goods for their fitness for the intended purpose.
13.4. If irregularities are found during the inspection or audit, the buyer shall immediately take all necessary measures to remedy these irregularities, if applicable in accordance with the guidelines of Idelco Insulation or the third party appointed by Idelco Insulation. The cost of the inspection or audit shall in that case be borne entirely by the buyer.
No party (the buyer and Idelco Insulation shall each be referred to separately as ‘Party’ and jointly as ‘Parties’) shall be liable to the other Party for any default or delay in the performance of any of his/her obligations as a result of a force majeure situation, including but not limited to fire, explosion, strikes, riots, civil war or international war, invasion, epidemics, compulsory government action, storms, earthquakes, refusal by the authorities to grant import/export licences, or the cancellation of such licences, inability to obtain the products and/or the raw materials and/or components in a timely manner and/or in sufficient quantities due to force majeure affecting third parties, or any other cause beyond the reasonable control of the other Party. Force majeure with regard to payment obligations is excluded. The Parties must immediately notify each other in writing when a force majeure situation arises. If the Parties are faced with a force majeure situation, the performance of each of their contractual obligations is automatically and as of right suspended for as long as the force majeure situation continues. If the force majeure situation lasts for more than one month, the seller has the right to unilaterally terminate the contract, free of charge, with immediate effect.
If personal data are processed as part of the performance of the work, such personal data will be processed suitably and carefully and in accordance with the Belgian Personal Data Protection Act of 30 July 2018 and the General Data Protection Regulation (EU) 2016/679. Technical and organisational measures will be taken to secure personal data against loss or any other form of unlawful processing, taking into account technical knowledge and the nature of the processing.
16.1 No Waiver
No failure or omission by a Party to enforce its rights under these conditions or the Sales Agreement shall be construed as a waiver by that Party of its rights under these conditions or the Sales Agreement. Any waiver of rights must be express and in writing.
16.2 Invalidity
If any provision of these General Conditions or the Sales Agreement, in whole or in part, is found to be invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions of these General Conditions or the Sales Agreement. Both Parties will in that case replace the invalid or unenforceable provisions or parts thereof with a new provision or provisions that are as close as possible to the original intention of the Parties.
16.3 Transfer – Subcontracting
The buyer may not transfer, delegate or subcontract its rights or obligations under the Sales Agreement to a third party without the prior written consent of Idelco Insulation. Notwithstanding any assignment, delegation or subcontracting, the buyer shall remain fully responsible for the performance of its obligations towards Idelco Insulation under the Sales Agreement.
Idelco Insulation shall have the right, at its discretion, to assign, delegate or subcontract its rights or obligations under the Sales Agreement, including but not limited to all companies forming part of the Idelco Insulation group.
16.4 Independent relationship
Idelco Insulation and the buyer are independent contracting parties and no provision of these General Conditions or of the Sales Agreement may be construed as an agreement to enter into an undertaking, joint venture or association, or to make one Party the agent or legal representative of the other Party. These General Conditions do not grant any Party a power of attorney to enter into any obligation in the name or on behalf of the other Party.
The buyer is solely responsible for bearing the costs and risks associated with its operations, including but not limited to social security contributions, taxes and insurance premiums. Idelco Insulation does not bear any responsibility with regard to the buyer’s personnel or subcontractors.
16.5 Applicable law and competent courts
This agreement is governed by Belgian law. Any disputes will be settled exclusively by the courts of the judicial district of Ghent, without prejudice to our right to summon the buyer to appear before the courts of the buyer’s place of business.
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