GENERAL TERMS & CONDITIONS

Article 1

The Supplier’s general terms & conditions are always part of his offers, the agreements to be concluded with the Customer, etc. By placing an order, the Customer explicitly accepts that the Supplier’s general terms & conditions constitute an integral part of the agreement and that the Customer’s general terms & conditions will never conflict with the Supplier’s, regardless its name and/or whether or not they may appear (later) on order forms, order confirmations or other documents of the Customer. A deviation from the above is only valid if explicitly accepted in writing by the Supplier.

Article 2

The Supplier’s offers (incl. delivery times) are without obligation. The Supplier is always entitled to refuse an order after the placement thereof. The Supplier’s offers and prices are subject to revision in case the wages, the social charges or other price components increase. These offers are always drawn up without stating the possible charges, VAT and taxes which are always for the Customer’s account.

Article 3

3.1
The Supplier is exclusively bound by agreements which have been confirmed by the management. The Supplier can never be bound by oral agreements.
3.2
If an agreement relates to an amount of Euro 10,000.00 (excl. VAT) or more, the Customer will pay an advance of at least 40 % to the Supplier before the execution of the assignment.
3.3
Alterations in the original order of whatever type, whether made in writing or in any other form by or on behalf of the Customer, must be accepted by the Supplier beforehand and will subsequently be charged (inclusive of additional administrative expenses).
3.4
All amounts stated in the agreement are legally indexed on the 1st of January by means of the price index, as per the following formula:

new amount = (basic amount x price index of the month of December)

price index of the month before concluding the agreement

Article 4

4.1
For executing (part of) the agreement, the Supplier may call on sub-contractors/independent co-workers.

4.2
The Supplier has a best endeavours obligation to fulfil his obligations. For example, amongst other things he will never be liable for a non-execution, incomplete or faulty execution of his obligations, which (partly) result from and/or are related to a case of force majeure in the broadest sense of the word, including force majeure on the part of an employee or independent co-worker of the Supplier [such as e.g. sickness or accident of a hostess, in which case the Supplier will make an effort to provide for an (adequate) replacement].
4.3
The Supplier will never be liable for any loss and/or damage which directly and/or indirectly results from and/or relates to unjust and/or incomplete information supplied by the Customer.
4.4
If the Customer suffers loss and/or damage as a result of an error by the Supplier, then the latter is obligated to pay a compensation equal at most to the intervention by the insurer who covers the operational risk of the Supplier and/or his sub-contractor/independent co-worker. In the event such a coverage is not available, the Supplier’s liability will be limited to the amount of his invoice to the Customer.

Article 5

5.1
The Customer is responsible for the good condition, proper maintenance, working, installation and suitability of all materials and resources made available to him and/or prescribed by him, as well as for the complete training of the Supplier, his employees and sub-contractors/ independent co-workers to work properly herewith.
5.2
The Customer must make sure that the Supplier can carry out his work on time and under optimal circumstances.

Article 6

6.1
The control of the scope and quality of the Supplier’s performances will be done at the time of the delivery thereof. The complaints concerned must on penalty of dissolution (i) be reported explicitly at the time of delivery, so that the Supplier gets the opportunity to deal with these and (ii) subsequently be confirmed in writing to the Supplier within two working days.
6.2
Any dispute in connection with a sent invoice must on penalty of dissolution be reported by registered mail within eight days after date of invoice to the Supplier.

Article 7

7.1
The Supplier’s invoices must be paid within 15 days after date of invoice and all payments to Supplier are done at Antwerp (Belgium), unless a different arrangement has been agreed upon in writing beforehand.
7.2
Any amount which is not paid (in time) to the Supplier, will by right and without prior proof of default be increased by a fixed irreducible compensation equal to 10 % of the outstanding amount (with a minimum of Euro 100.00), as well as with a conventional late-payment interest of 8% per year on the amount due. The non-payment (or late payment) of one amount to the Supplier has by right and without prior proof of default also as a consequence, that all outstanding non-due amounts indebted by the Customer become integrally payable immediately.

Article 8

8.1
The non (timely) compliance of any obligation by the Customer (amongst other things the non-timely payment of one amount to the Supplier), has by right and without prior proof of default, as a consequence that the Supplier, without being obligated to pay any compensation, has the right to postpone any further delivery to and/or performance for the Customer concerned until the latter deals with his default, which in the case of non-payment implies that the Customer has paid up all outstanding amounts and has prepaid all outstanding orders.

The Customer is responsible for all damage which directly and/or indirectly results from and/or is related to the non-compliance with his obligations. In such a case, the Supplier will concerning this be integrally indemnified by the Customer, both as regards the principal money and the interest and expenses.
8.2
In case of default by the Customer, as well as in case of bankruptcy, cessation of payments or settlement of the Customer, moreover the Supplier legally reserves the right without prior proof of default to dissolve the agreement(s) with immediate effect to the Customer’s disadvantage. This is done by notification of this will to dissolve by e-mail or letter, which subsequently is confirmed within three days by registered mail.
8.3
In case of dissolution of an agreement by the Supplier or in case of unilateral breaking of an agreement by the Customer, the latter is legally and without prior proof of default obligated to pay to the Supplier a fixed compensation equal to:

– In case of cancellation more than 30 days before the start of the assignment,

no compensation, except for the expenses already incurred such as styling and administration expenses.

– In case of cancellation between the 30th and the 15th day before the start of the assignment,

the full Agency fee and the styling expenses already incurred, increased by 25 % of the agreed price of all performances

– In case of cancellation less than 15 days before the start of the assignment,

the full Agency fee and the styling expenses already incurred, increased by 30% of the agreed price for all performances,

– In case of cancellation less than 3 days before the start of the assignment,

the full Agency fee and the styling expenses already incurred, increased by 75% of the agreed price of all performances,

without prejudice to the Supplier’s right to proof and demand higher damages.

Parties agree that the aforementioned compensations constitute the minimum damage actually suffered by the Supplier.

Article 9

Besides the cases of deliberate or serious error on the part of the Supplier, its employees or sub-contractors/independent co-workers, they will be legally compensated and/or indemnified by the Customer against all damage which they would suffer as a consequence of an (industrial) accident during the execution of the assignment, and which would not be compensated by the insurance for (industrial) accidents of the Supplier and/or his subcontractors/independent co-workers.

Article 10

10.1
By and from the conclusion of an agreement with the Supplier, the Customer renounces the right – without the Supplier’s prior permission in writing – to directly and/or indirectly:

– approach and/or contract (ex) employees and/or sub-contractors/independent co-workers of the Supplier for the delivery of performances which are equal to the activities which are developed or offered by the Supplier

– incite them to break the tie with the Supplier

and such up to two years after the end of the last assignment which the Supplier has carried out for the Customer.

10.2
For every infringement of this prohibition the Customer is by right and without prior proof of default obligated to pay a fixed compensation to the Supplier for the amount of Euro
4,000.00 without prejudice to the Supplier’s right to proof and claim higher damages.
10.3
In each case in which the Supplier renounces the aforementioned prohibition in writing, the Customer may only approach or contract the Supplier’s (ex-) employee or sub- contractor/independent co-worker concerned, after paying the latter for a training and/or selection commission of Euro 2,000.00, plus 21% VAT.

Article 11

All (legal) expenses, including the fees of lawyers and service providers and damage, the Supplier bears in connection with the collection of debts or other defaults of the Customer, will be charged to the latter.

Article 12

The possible invalidity of one or more clauses of these conditions shall not affect the validity of the agreement/offer, of the general terms & conditions as such, or the other clauses thereof. The parties commit themselves to replace any invalid clause in good faith immediately by another clause, which matches as closely as possible the intent of the replaced clause.

Article 13

All disputes shall be settled exclusively by the judge/court competent for the Supplier’s registered office, which will apply the Belgian legislation exclusively.