THE CUSTOMER MUST INFORM VANDENDORPE MACHINE HANDLERS IN WRITING PRIOR TO THE EXECUTION OF THE ORDER IF GOODS NEED TO BE TRANSPORTED AND/OR HANDLED WHICH EITHER HAVE A VALUE EXCEEDING €325,000 OR WHOSE VALUE PER KILO EXCEEDS €10 PER KILO. IF NOT, THE LIABILITY OF VANDENDORPE MACHINE HANDLERS SHALL IN ANY CASE BE LIMITED TO THE AFOREMENTIONED MAXIMUM AMOUNTS – SEE ALSO BELOW UNDER B. ART. 1.3. AND 2.1.2.
A. General Terms and Conditions
Art. 1. Scope
1.1. These general terms and conditions apply to all agreements, quotations and/or order forms concluded with or issued by BV Transport Vandendorpe Zwevegem, trading under the name “Vandendorpe Machine Handlers” (hereinafter referred to as “Vandendorpe”), having its registered office in 8550 ZWEVEGEM, Blokellestraat 157 I, and registered in the Crossroads Bank for Belgian Enterprises under number 0436.230.180.
1.2. The customer acknowledges to have read these general terms and conditions and accept them without reservations.
1.3. These general terms and conditions take precedence over any of the customer’s own general terms and conditions, unless otherwise agreed in writing.
1.4. The possible nullity or invalidity of one of these conditions does not imply the invalidity of the other conditions or of the agreement.
Art. 2. Offers and agreements
2.1. Unless otherwise stipulated, offers made by VANDENDORPE MACHINE HANDLERS are valid for a period of 3 months from the date they were issued (i.e. the date stated on the offer).
2.2. Each order only becomes final after it has been accepted by VANDENDORPE MACHINE HANDLERS in writing or, in the absence of express acceptance, upon VANDENDORPE MACHINE HANDLERS’ execution or commencement of execution.
2.3. No (descriptive) specifications or plans are binding if not explicitly accepted in advance by VANDENDORPE MACHINE HANDLERS.
2.4. Under no circumstances will VANDENDORPE MACHINE HANDLERS be held liable for any consequences resulting from an incorrect statement of sizes or measurements by the customer. The customer bears all responsibility for the correctness of the data provided by him.
2.5. Any changes made by the customer to the order accepted by VANDENDORPE MACHINE HANDLERS must be expressly accepted by VANDENDORPE MACHINE HANDLERS.
2.5. Even in case of an absolutely fixed agreed price, VANDENDORPE MACHINE HANDLERS is entitled to charge the changes or additional work ordered by the customer and to prove the price owed by all means of right, including an undisputed order confirmation from VANDENDORPE MACHINE HANDLERS.
Art. 3. Prices
3.1. The prices have been drawn up on the basis of the information provided by the customer to VANDENDORPE MACHINE HANDLERS.
3.2. All prices are always exclusive of VAT and other taxes. VAT, other taxes and charges, as well as any modifications, are always at the expense of the customer.
3.3. When a contract is concluded on the basis of fixed prices, settlement will take place when:
– changes are made to the execution;
– the plans and/or measurements on which the fixed amount is based contain errors;
– the execution involves additional costs that could not have been reasonably foreseen at the time the contract was concluded.
3.4. VANDENDORPE MACHINE HANDLERS reserves the right to revise and adjust its prices if the contractual execution period needs to be adjusted beyond its control.
3.5. The price for orders charged on the basis of an hourly rate is determined according to the teams deployed.
Art. 4. Execution and acceptance
4.1. The customer will do everything necessary to inform VANDENDORPE MACHINE HANDLERS of the assignment to be carried out and will make every effort to make the execution possible. In particular, but not exhaustively, the customer undertakes:
– to make the site available and accessible to VANDENDORPE MACHINE HANDLERS. The customer declares that the places where the goods are to be collected and delivered and where the work is to be performed are perfectly accessible for the vehicles and machines provided for in the agreement. The customer declares that the dimensions, weight and pressure per axle and per point of the vehicles and machines do not constitute a problem for accessing the site;
– the customer shall provide all utilities required for the work to be carried out;
– the customer provides all useful information and warns VANDENDORPE MACHINE HANDLERS of any special risks. The customer undertakes to provide all useful information relevant to the execution of the assignment. All consequences of concealment, negligence or errors in this respect shall be borne by the customer;
-the customer will enable VANDENDORPE MACHINE HANDLERS to respect the contractual planning and to carry out the work in due time;
– the customer takes care of any necessary administrative permits and insurances;
– the customer is obliged to hand over or deliver to VANDENDORPE MACHINE HANDLERS all documents necessary for shipment, receipt and customs formalities, duly completed. If necessary, the customer will present himself in person to the customs authorities at their first request. Customs formalities are always carried out according to the information and documents provided by the customer. The customer bears full responsibility for the information provided by him, both with regard to the administration, and with regard to VANDENDORPE MACHINE HANDLERS or any third party. He alone shall bear any consequences arising from any false, incomplete, late or erroneous information and/or documents provided. He will compensate VANDENDORPE MACHINE HANDLERS for all costs incurred as a result;
– the customer explicitly notifies VANDENDORPE MACHINE HANDLERS when certain goods are subject to special regulations and undertakes to complete the necessary administrative formalities in this regard. Dangerous goods and goods that can cause damage are excluded from the contract. If certain goods are subject to special environmental regulations, VANDENDORPE MACHINE HANDLERS is entitled to refuse this part of the order, even during the execution, or to handle the goods at the customer’s responsibility and expense;
– the customer must be present when collecting the goods, either or not after disassembly, as well as when delivering the goods, either or not after assembly.
4.2. The execution period is expressed in working days. The following are not counted as working days: Saturdays, Sundays, public holidays, the annual holiday period, the compensatory rest days and the days on which weather conditions or their consequences make work impossible for at least four hours.
4.3. Certain cases of force majeure entitle us not to execute the contract in whole or in part, such as war, strike, lock-out, epidemics/pandemics, fire and accidents.
All circumstances that were reasonably unforeseeable and unavoidable at the time the offer was made, and which would make the performance of the contract financially or otherwise more onerous or difficult than normally anticipated, shall be regarded as cases of force majeure and entitle us to request the revision or rescission of the contract. When these circumstances lead to an interruption of the works, the execution period shall be suspended by law for the duration of the interruption, increased by the time required to restart the works.
4.4. All execution and delivery deadlines are provided for information purposes only. Delays from deliveries do not automatically entitle the customer to claim damages, nor to dissolve the agreement. In any case, the customer must grant VANDENDORPE MACHINE HANDLERS an additional period of 30 days after the contractual deadline, after having received a notice of default. In the event of non-delivery or late delivery due to the non-delivery of our suppliers, the customer waives any recourse against VANDENDORPE MACHINE HANDLERS.
4.5. If the customer does not comply with the obligations in the contract, VANDENDORPE MACHINE HANDLERS reserves the right to stop the work without prior notice. The work carried out at that time shall then be invoiced and the payment of these invoices shall be due immediately.
4.6. If unfavourable solvency or commercial information is received about the customer, VANDENDORPE MACHINE HANDLERS is entitled to suspend the execution of the agreement until adequate guarantees are provided, in default of which VANDENDORPE MACHINE HANDLERS is entitled to cancel the agreement, to invoice the part already executed, without being liable for any compensation.
Art. 5. Cancellation
If the customer cancels an order or assignment, even partially, he is obliged to pay compensation of 10% of the price of the cancelled order or assignment with a minimum of €500, without prejudice to VANDENDORPE MACHINE HANDLERS’ right to prove higher damage and claim compensation for it.
Art 6. Payments
6.1. Our invoices are payable at the company’s registered office no later than the invoice date +30 calendar days. In the case of payment in cash (within 8 days of the invoice date), the customer may apply a discount of 2%.
6.2. VANDENDORPE MACHINE HANDLERS reserves the right to issue partial invoices in function of the work delivered. Payment may be demanded at any time for disassembly, acceptance, unloading and assembly.
6.3. Objections to invoices shall be made only by written and registered mail within eight days of receipt of the invoice and stating the invoice date and invoice number.
6.4. In the event of late payment, an interest of 12% per year on the outstanding balance will be owed from the due date, by operation of law and without prior notice of default, as well as a fixed compensation of 12% of the outstanding balance with a minimum of €100.00 and a maximum of €2,500.00, without prejudice to VANDENDORPE MACHINE HANDLERS’ right to claim higher compensation upon proof of higher damage actually incurred.
6.5. Non-payment on the due date (of part) of the invoice or part of the contract shall render the balance of all accounts, including bills of exchange, immediately payable. In addition, VANDENDORPE MACHINE HANDLERS reserves the right to stop further deliveries and installations. VANDENDORPE MACHINE HANDLERS also reserves the right to legally and without prior notice consider the agreement dissolved for the entire or non-implemented part. All this without prejudice to VANDENDORPE MACHINE HANDLERS’ right to claim higher compensation from the defaulting customer.
Art. 7 Complaints
7.1. The customer undertakes to examine the goods immediately upon delivery. Any complaint must be notified in writing at the time of material delivery, failing which the customer accepts that VANDENDORPE MACHINE HANDLERS has delivered the goods in the condition and quantity in which it received them.
7.2. The customer bears the burden of proof concerning the complaints and defects he reports.
7.3. All complaints based on hidden defects, delay, damage or loss must, on penalty of forfeiture, be communicated to VANDENDORPE MACHINE HANDLERS by registered letter immediately and at the latest seven days after the discovery or occurrence thereof by the customer. The complaints must be described very accurately. The customer’s claim must be filed within 6 months after the discovery of the defect or the occurrence of the facts, under penalty of cancellation.
Art. 8 Liability
In case of damage or loss, for whatever reason, the liability of VANDENDORPE MACHINE HANDLERS is limited to the actual value of the damage of or to the good at the time of the damage. VANDENDORPE MACHINE HANDLERS is not liable for consequential damage.
Art. 9. Transfer of risks
The customer bears the risks as of the delivery of the items.
Art. 10. Applicable law and jurisdiction
10.1. Belgian law applies.
10.2. Only the courts with jurisdiction over the registered office of VANDENDORPE MACHINE HANDLERS are authorised to hear disputes stemming from an agreement between VANDENDORPE MACHINE HANDLERS and the customer.
B. Insurance specifications
Art. 1. Scope
1.1. Insofar as these special terms and conditions do not deviate from them, the general terms and conditions shall continue to apply.
1.2. Both the domestic and international transport organised by VANDENDORPE MACHINE HANDLERS and its subcontractors fall under the application of the Convention on the Contract for the International Carriage of Goods by Road or, in short, the CMR Convention, including the limits of liability per kilo (8.33 SDR per kilo) included in the CMR Convention.
1.3. Prior to the execution of the assignment, the customer must notify VANDENDORPE MACHINE HANDLERS in writing if any goods are to be transported and/or manipulated which either have a value exceeding €325,000 or whose value per kilo exceeds €10.
1.4. Unless otherwise explicitly agreed upon in advance and in writing, VANDENDORPE MACHINE HANDLERS cannot be held responsible for damage incurred during transport by third parties and/or with motor vehicles belonging to third parties.
Art. 2. Sums insured
2.1. VANDENDORPE MACHINE HANDLERS is insured as follows:
2.1.1. For its Civil Liability during Operation and Subsequent Delivery, per claim:
188.8.131.52. (Combined) Physical and immaterial damage: €5,000,000
184.108.40.206. Damage by fire, fire, smoke, explosion and water: €5,000,000
220.127.116.11. Manipulation damage and goods in the hoist/hook: €750,000
2.1.2. For its Carrier’s Liability in respect of the goods transported by its motor vehicles, including direct loading, unloading and handling, per means of transport, per occasion and per claim for an amount of €10 per kilo with a maximum of €325,000.
2.2. For all claims, an excess of €2,000 remains at the customer’s expense.
Art. 3 Limitation of liability
3.1. VANDENDORPE MACHINE HANDLERS and its subcontractors, if any, are not liable for damages that exceed the insured amounts or insured guarantees.
3.2. VANDENDORPE MACHINE HANDLERS cannot be held liable for operating losses caused by damage to the transported and/or manipulated goods or by the failure to deliver the transported goods on time.
3.3. VANDENDORPE MACHINE HANDLERS is not liable for any consequential damage.
Art. 4 Expansion of the insurance
4.1. VANDENDORPE MACHINE HANDLERS may, at the express written request of the customer and at the customer’s expense, subscribe to an ‘all risks insurance’ for the damage that the customer or any other party may suffer in the context of the execution of an order, the use of equipment, the transport, storage and/or handling of certain goods or materials.
4.2. The customer who wishes a non-binding indication of the insurance premium for an ‘all risks insurance’ must provide the following information to VANDENDORPE MACHINE HANDLERS in writing:
– Type of machine;
– Value of the machine;
– Machine weight;
– Journey to be made.
4.3. The following expansion of the insurance guarantees are possible:
4.3.1. Expansion ‘ALLRISK’: In an all-risk guarantee, the value of the property is determined and insured in advance. The guarantee covers the property from ‘warehouse to warehouse’. In concrete terms, this means the transport, including loading and unloading, to the warehouse, regardless of the liability of VANDENDORPE MACHINE HANDLERS.
4.3.2. Extension ‘TEST AND ASSEMBLY’: Assembly & Testing covers the assembly risks at the construction site, in factories, of individual machines, metal structures, mechanical and electrical machines and appliances, assembly equipment, etc. Coverage is provided during initial assembly at the factory, transport, on-site assembly and test runs. The value of this is specified in advance by the customer. This expansion only covers damages where the liability for these damages lies with VANDENDORPE MACHINE HANDLERS.
4.4. In the absence of an explicit and written request to VANDENDORPE MACHINE HANDLERS, the customer will guarantee the aforementioned risks himself and/or take out the necessary insurance policies with sufficient coverage to cover himself against all possible risks and damage that he or any other party may suffer in the context of the execution of an order, the use of materials, the transport, storage and/or handling of certain goods or materials. The customer will ensure that its insurer will include a waiver of recourse in favour of VANDENDORPE MACHINE HANDLERS and its subcontractors in these insurance policies. In any case, the customer shall remain liable for any damage exceeding the amount insured.
4.5. Any disputes will be settled directly with the insurer and can in no case give rise to the withholding of the amounts owed to VANDENDORPE MACHINE HANDLERS.
C. Special conditions for agreements of provision
Art. 1. Scope
1.1. Insofar as these special terms and conditions do not deviate from them, the general terms and conditions shall continue to apply to the agreements concerning the provision of storage space for the storage of goods.
Art. 2. Object of the agreement
2.1. VANDENDORPE MACHINE HANDLERS makes the following property available to the user, who accepts:
- A warehouse located at 8540 DEERLIJK, Breestraat 25 and covering a total surface of approx. 3,000 m², which, depending on the availability at the time, can be used for the storage of goods from and for third parties (mainly machines).
- a paved concrete courtyard at the back of the warehouse, which can be used as a temporary parking place for trucks.
Art. 3. Use
3.1. The property made available shall be used exclusively as a storage space for goods of an industrial nature.
3.2. The user is prohibited from changing this usage without the prior written consent of the provider. A breach of this provision shall be regarded as a serious shortcoming justifying termination.
3.3. The property made available may not be used for any purpose that falls within the scope of the Commercial Tenancy Act or the Flemish Housing Tenancy Act.
3.4. The user will take due care of the rented property.
Art. 4. Term
4.1. The agreement of provision is concluded for an indefinite period of time and, unless the parties agree otherwise, shall commence on the date of conclusion of the contract.
4.2. Unless otherwise agreed between the parties, the agreement of provision will end after a notice period of one month, which must be notified by registered letter. The notice period shall start on the first day of the month following the month in which the notice is given.
Art. 5. Compensation
5.1. The allowance for the provision for the first month
5.1.1. If the goods are brought to the warehouse through the services of VANDENDORPE MACHINE HANDLERS (transport, loading, unloading, etc.) and are subsequently removed and/or loaded on site (in trucks or containers), the first month of storage will be completely free of charge, and this storage will be considered as an additional expansion of the range of activities and customer services offered by VANDENDORPE MACHINE HANDLERS.
5.2. The allowance for the provision after the first month
5.2.1. After the first month/after the second month of storage, a rate of € 1.50 per m²/month will be charged, each time with a minimum of 50 m², and each time for a full month, at the start of this month. By way of example: the user uses 100 m² for two months; the first month is free of charge; at the start of the second month the user receives an invoice for 100 m² x € 1.50 = € 150.00 ex. VAT for the second month (irrespective of whether the goods are actually stored for the entire second month).
5.3. The “handling” rate
5.3.1. The “handling” of goods, comprising loading, unloading, packaging, transport, assembly, etc. is charged in accordance with the General Price Conditions for works under contract to VANDENDORPE MACHINE HANDLERS accepted by the user (see above under point ‘A’)
5.4.1. The aforementioned fees will be payable to VANDENDORPE MACHINE HANDLERS by means of an invoice issued by it.
5.4.2. In the absence of payment on the due date, interest will be due automatically, by operation of law and without notice of default, at the rate of 12% per annum on the amounts owed until the date of full payment
In the event of whole or partial non-payment of the debt on the due date without serious reasons, the debt balance will be increased automatically and without prior notice by 15% with a minimum of €125, even when granting grace periods and without prejudice to the possibilities provided for by former article 1244 of the Civil Code. In case of non-payment, the debtor will owe all extrajudicial collection costs incurred by VANDENDORPE MACHINE HANDLERS to collect the invoice.
The non-payment of an invoice on its due date renders the balance due on all other invoices immediately payable by operation of law, irrespective of any payment terms granted in advance.
The payment of an invoice does not constitute discharge of the previous invoices.
5.4.3. Moreover, in the event of non-payment, VANDENDORPE MACHINE HANDLERS will be able to exercise its right of retention on the stored goods of the user, until full payment of all outstanding invoices, interest and increases.
Art. 6. Moving – Removing – Handling of goods
6.1. Conditions for handling
6.1.1. In principle, the “handling” should be carried out by VANDENDORPE MACHINE HANDLERS in the warehouse. Any exception to this must be discussed with VANDENDORPE MACHINE HANDLERS in advance.
6.1.2. The “handling” will be carried out within the working hours as described in the labour regulations of VANDENDORPE MACHINE HANDLERS.
6.2. Moving of goods
6.2.1. VANDENDORPE MACHINE HANDLERS reserves the right to move the good/goods to another location within the warehouse.
6.2.2. The costs associated with such moves will be borne by VANDENDORPE MACHINE HANDLERS, except in cases where the move must take place because the user so wishes or such instructions have been given to the authorities.
6.3.1. VANDENDORPE MACHINE HANDLERS has the right to refuse the goods if they are damaged when delivered to the warehouse. If this damage is visually noticeable upon arrival, VANDENDORPE MACHINE HANDLERS undertakes to report this damage to the customer immediately.
6.4. Exceptional actions
VANDENDORPE MACHINE HANDLERS has the right to take action if failing to take such action may result in damage to the property good, other goods, the warehouse and/or the material contained therein, or may result in personal injury. In such a case, VANDENDORPE MACHINE HANDLERS will contact the user as soon as possible, without the user having the right to hold VANDENDORPE MACHINE HANDLERS liable for the damage he has suffered.
6.5. Removing the goods
VANDENDORPE MACHINE HANDLERS has the right at all times to remove the goods received for storage before the end of the agreement if there is a valid reason.
Art. 7. Insurance
7.1. The risk associated with the provision is always borne solely by the user.
If necessary, the user shall arrange insurance for the risks of provision, including fire, glass and water damage, and have these properly insured for the entire duration of the agreement.
If there is a joint policy, the user shall be obliged to pay his/her share, without prejudice to the obligation to have additional cover secured at his/her expense if this should prove necessary.
VANDENDORPE MACHINE HANDLERS is not responsible for any damage to goods nor will VANDENDORPE MACHINE HANDLERS be responsible for any other damage to goods or economic loss of the user. The user declares without reservation to waive any recourse against VANDENDORPE MACHINE HANDLERS.
7.2. VANDENDORPE MACHINE HANDLERS will not be held responsible for any damage or loss incurred as a result of the following, non-exhaustively defined causes, irrespective of their origin: loss of quality, change in quality, dehydration, settlement, pulverisation, heating, seepage, fermentation, rotting, rust, condensation, insufficient and/or poor packaging, government measures, strike, sabotage, power failure, fire, smoke, explosion, radiation, water damage, flooding, damage by third parties, storm or other cases of force majeure.
Art. 8. General Terms and Conditions
8.1. The user declares to have taken note of the general terms and conditions of VANDENDORPE MACHINE HANDLERS, as indicated above under point A, and declares that these, in addition to the current special terms and conditions, also apply to agreement of provision concluded with VANDENDORPE MACHINE HANDLERS.
The undersigned, the customer, declares to have taken note of these general terms and conditions and to accept that they apply in full to any agreement entered into between him and VANDENDORPE MACHINE HANDLERS.