Art. 1. Area of application
1.1. These general terms and conditions shall apply to every contract concluded with the B.V.B.A. Transport Vandendorpe Zwevegem (hereafter referred to as “TVZ”), as well as to every offer, order form or invoice that it issues.
1.2. The customer acknowledges having taken cognisance of these general terms and conditions and having accepted them.
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 voidness or invalidity of one of these terms and conditions shall not entail the invalidity of the other terms and conditions or of the contract.
Art. 2. Offers and contracts
2.1. Unless stipulated otherwise, the offers of TVZ are valid for 3 months from the date they are drawn up.
2.2. Each order only becomes definitive after it has been accepted in writing by TVZ or at (the beginning of) performance by TVZ.
2.3. Absolutely no schedule of specifications, descriptive specifications or plan shall be binding unless it was expressly accepted in advance by TVZ.
2.4. Under no circumstances shall TVZ be liable for any consequences deriving from an incorrect statement of measures or dimensions by the customer.
2.5. Any change made by the customer to the order accepted by TVZ must be expressly accepted by TVZ.
2.5. Even in the event of an absolute flat-fee agreed price TVZ has the right to charge the changes or extra works that are additionally ordered by the customer and to prove the price owed for this by all legal means, included an order confirmation of TVZ that went uncontested.
Art. 3. Prices
3.1. The prices are drawn up on the basis of the data that the customer has turned over to TVZ.
3.2. All prices are always exclusive of VAT and other levies. The VAT, other levies and charges, as well as their changes, shall always be borne by the customer.
3.3. When a contract is concluded on the basis of flat-fee prices, a charge shall be made when:
– the execution is modified;
– the plans and/or bills of quantities on which the flat fee is based contain errors;
– the execution entails additional costs that could not have been reasonably foreseen at the time of the conclusion of the contract.
3.4. TVZ reserves the right to revise and adapt its prices when the contractual performance period must be adapted due to events beyond its control.
Art. 4. Performance and acceptance
4.1. The customer shall do everything that is necessary in order to inform TVZ about the assignment to be performed and does everything possible in order to make the performance possible. In particular, but not exhaustively:
– the customer shall put the site at the disposal of and makes it accessible for TVZ. The customer declares that the places where the goods must be picked up and delivered to and where the works must be carried out, are perfectly accessible for the vehicles and machines that are provided for in the contract.
The customer declares that the dimensions, the weight and the pressure per axle and per point of the vehicles and machines do not constitute a problem for coming onto the site;
– the customer shall make available all utilities that are required for performing the work;
– the customer shall provide all useful information and warn TVZ of any special risks. The customer undertakes to communicate all useful elements that are relevant for the performance of the assignment. All consequences of concealment, negligence or errors on this shall be borne by the customer;
– the customer shall enable TVZ to respect the contractual planning and to perform the work in a timely manner;
– the customer shall deal with any required administrative permits or insurance policies;
– the customer is obliged to turn over or issue to TVZ all documents, properly completed, that are necessary for the shipment, the reception and for the customs formalities. If necessary, the customer shall at first request personally come to the customs office. The customs formalities are always performed in accordance with the information and documents provided by the customer.
The customer bears full responsibility for the information provided by it, both vis-à-vis the administration and vis-à-vis TVZ or any possible third party. It alone shall bear all consequences that might derive from false, incomplete, late or unintentionally incorrect information and/or documents that are provided. It shall compensate TVZ for all costs incurred as a result;
– the customer expressly informs TVZ when certain goods are subject to special regulations and undertakes to fulfil the necessary administrative formalities in this respect. Hazardous goods and goods that can cause damage are excluded from the contract. If certain goods are subject to special environmental regulations, TVZ has the right to refuse this part of the assignment, even during the performance, or to handle the goods on the responsibility and at the expense of the customer;
– the customer must be present when the goods are picked up, whether or not after disassembly, as well as when the goods are delivered, whether or not after assembly.
4.2. The performance period is expressed in working days. The following are not regarded as working days: Saturdays, Sundays, public holidays, the annual vacation days and the days of compensatory rest, and the days on which weather conditions or the consequences thereof make or would make the work impossible during at least four hours.
4.3. All circumstances that at the time of submitting the offer were reasonably unforeseeable, or which are unavoidable, or which make the execution of the agreement financially or otherwise more onerous or more difficult than is normally foreseen, shall be regarded as cases of force majeure. They give TVZ the right to demand the revision, compensation or the dissolution of the contract. If they force TVZ to interrupt the works, the performance period is ipso jure suspended for the term of the interruption, increased by the time necessary for restarting the works, which amounts to at least 5 working days.
4.4. All performance and delivery periods are provided only by way of information. Delay in delivery does not give the customer any automatic right to compensation, nor to dissolution of the contract. The customer must in any case grant TVZ an additional period of 30 days after the latest contractually agreed deadline and this after formal notice of default.
In the event of non-delivery or late delivery attributable to non-delivery on the part of our suppliers, the customer shall waive any recourse against TVZ.
4.5. If the customer does not comply with the obligations in the contract, TVZ reserves the right to suspend the work, and this without advance notice. The works performed up to that moment shall then be invoiced and the payment of these invoices is immediately exigible.
4.6. Upon receiving unfavourable solvency or credit information about the customer, TVZ shall have the right to suspend the execution of the contract until proper guarantees are given, in the absence of which TVZ has the right to cancel the contract, to invoice the part already performed, without TVZ being obliged to provide any indemnification.
Art. 5. Cancellation
Upon cancellation of an order or assignment, even partially, by the customer, the latter is obliged to pay damages of 10% of the price of the cancelled assignment or order with a minimum of € 500, without prejudice to the right of TVZ to prove greater damage and to demand compensation for this.
Art. 6. Payments
6.1. Our invoices are payable at the company´s registered office, at the latest on the invoice date + 30 calendar days. In case of immediate payment (within 8 days after the invoice date), the customer may apply a discount of 2%.
6.2. TVZ reserves the right to send out interim invoices as a function of the activities performed. Payment can always be demanded upon disassembly, receipt, unloading and assembly.
6.3. Invoices are protested exclusively by written and registered letter within eight days after receipt of the invoice and with mention of the invoice date and the invoice number.
6.4. In the event of late payment, as of the due date ipso jure and without prior formal notice of default a late-payment interest is owed in the amount of 12% per year on the outstanding balance as well as liquidated
damages of 12% of the outstanding balance with a minimum of € 100.00 and a maximum of € 2,500.00, without prejudice to the right of TVZ to claim higher compensation subject to proof of greater harm actually suffered.
6.5. Non-payment on the due date (of a part) of the invoice or a part of the contract, makes the balance of all accounts, bills of exchange included, immediately exigible. In addition, TVZ reserves the right to stop further deliveries and installations. TVZ also reserves the right to regard the contract ipso jure and without prior formal notice of default as dissolved for the entirety or for the not yet performed part. All of this without prejudice to the right of TVZ to claim higher damages from the customer who has remained in default.
Art. 7 Complaints
7.1. The customer undertakes to examine the goods immediately upon delivery. Any complaint must be communicated in writing at the time of the material delivery, in the absence of which the customer accepts that TVZ delivered the goods in the condition and the quantity such as it received them.
7.2. The customer bears the burden of proof with regard to the complaints and defects it reports.
7.3. All complaints based on latent defects, delay, damage or loss must, on pain of lapsing, be communicated immediately and at the latest seven days after the discovery or the occurrence thereof by the customer to TVZ via registered letter. The complaints must be very precisely described. The customer’s claim must, on pain of lapsing, be submitted within 6 months after determination of the defect or the occurrence of the facts.
Art. 8 Liability
In the event of damage or loss, for whatever reason, the liability of TVZ is limited to the real value of the damage of or to the good at the time of the damage. TVZ is not liable for consequential damage.
Art. 9. Transfer of risks
The customer bears the risks as of the delivery of the articles.
Art. 10. Applicable law and jurisdiction
10.1. Belgian law applies.
10.2. Only the courts of Kortrijk have jurisdiction.
Special terms and conditions for assignments on a time and expense basis
Art. 1. Area of application
1.1. These special terms and conditions apply to any contract concluded with the nv Transport Vandendorpe Zwevegem (hereafter referred to as “TVZ”), as well as to any order form or invoice for assignments on a time and expense basis.
1.2. The general terms and conditions shall apply in so far as these special terms and conditions do not depart from them.
Art. 2. Prices
2.1. All prices are always exclusive of VAT and other levies. The VAT, other levies and charges, as well as their changes, shall always be borne by the customer.
2.2. The price for assignments on a time and expense basis is determined in accordance with the use of teams.
2.3. For determining the prices, by “one team” is understood:
Art. 1. Area of application
1.1. The general terms and conditions shall apply in so far as these special terms and conditions do not depart from them.
1.2. Both the domestic and the international transport organised by nv Transport Vandendorpe Zwevegem (hereafter referred to as “TVZ”) and its subcontractors falls under the application of the Convention on the Contract for the International Carriage of Goods by Road, referred to as the CMR Convention, including the liability limits contained in the CMR Convention per kilo (8.33 SDR per kilo).
1.3. The customer must notify TVZ in writing prior to the performance of the assignment in the event that goods must be transported and/or handled that either have a value which is greater than 370,000 euros or whose value per kilo is higher than 10 euros per kilo.
1.4. Unless expressly agreed otherwise in advance and in writing, TVZ cannot be held responsible for damage occurring during transport by third parties and/or with motor vehicles belonging to third parties.
Art. 2 Insured amounts
2.1. TVZ is insured as follows:
2.1.1. For its Civil Liability during operation and post-delivery, per loss event:
126.96.36.199. Bodily injury and material damage (combined) € 5,000,000
188.8.131.52. Damage by fire, flame, smoke, explosion and water € 5,000,000
184.108.40.206. Handling damage and goods in the hoist/hook € 750,000
2.1.2. For its Carrier´s Liability with regard to the transported goods, transported by its motor vehicles, including direct loading, unloading and handling, per means of transport, per occasion and per loss event for an amount of 10 euros per kilo with a maximum of € 370,000.
2.2. For all loss events there remains an excess of € 1,000 to be borne by the customer.
Art. 3 Limitation of liability
3.1. TVZ and its possible subcontractors shall not be liable for damage that exceeds the insured amounts or insured guarantees.
3.2. TVZ cannot be held liable for operating losses that should find their cause in damage to the transported and/or handled goods or in the untimely delivery of the transported goods.
3.3. TVZ shall not be liable for any consequential damage.
Art. 4 Extension of the insurance
4.1. TVZ can, at the customer’s express written request and for the customer´s account, take out an ´all risks insurance´ policy for the damage that the customer or any other party might suffer within the framework of the performance of an assignment, the use of material, 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´ policy must provide to TVZ the following information in writing:
– Type of machine
– Value of machine
– Weight of machine
– Route to be travelled
4.3. The following extensions of the insurance guarantees are possible:
4.3.1. ´ALLRISK´ extension: in this extension, no account is taken of the value per kilo of the transported good (as is the case in the CMR Convention). In an allrisk guarantee, the value of the good is defined and insured in advance. The guarantee covers the good from ´warehouse to warehouse´. Concretely this means the transport including the loading and unloading until it is inside the warehouse, independent of the liability of TVZ.
4.3.2. ´TEST AND ASSEMBLY´ extension: in this guarantee, no account is taken of the value per kilo (as is the case in the CMR Convention). In such an extension predetermined values are insured for the transport, loading and unloading in the immediate proximity of the truck + also all activities of disassembly and reconstruction + all handling of the machines and the internal movements from the plant buildings to the trucks and vice versa, at the place of destination. This extension only covers loss events where the liability for this damage lies with TVZ.
4.4. In the absence of an express and written request to TVZ, the customer itself shall be responsible for the mentioned risks and/or taking out the necessary insurance policies with an adequate coverage in order to cover itself against all potential risks and damage that itself or any other party should suffer within the framework of the performance of an assignment, the use of material, the transport, storage and/or the handling of certain goods or materials. The customer shall ensure that its insurer will include a waiver of recourse to the benefit of TVZ and its subcontractors in these insurance policies. In any event, the customer shall remain liable for any damage that should exceed the amount insured by it.
4.5. Any disputes shall be handled directly with the insurer and may under no circumstances give rise to blocking of the amounts owed to TVZ.