TERMS AND CONDITIONS
All quotations and agreements of Electro Nautical Technics and Services BV ('E.N.T.S. ') are subject to these Terms and Conditions ("Terms").
Version 9 SEPT 2022.
Article 1 - Validity of quotations and origin of the agreement
The offers of E.N.T.S. are in principle non-binding, and only valid for a period of 30 calendar days, unless explicitly stated otherwise. In the case of non-binding offers, theagreement arises at the moment that E.N.T.S. confirms the order, or an explicit agreement has been entered into. In the case of binding offers, the agreement arises at the moment and on condition that the acceptance by the client reaches within the validity period. Changes made to our offers are only valid if they have been accepted by us in writing.
Article 2 - Payment
Unless otherwise stated on the offer, the price of goods is invoiced at the time ofinsurance - regardless of the terms of delivery. The delivery of services/contracting of works (including when goods are also delivered for this) are invoiced according to the regime included in the quotation or specific agreement. For services or works that are spread over a longer period, E.N.T.S. has the right to invoice in the interim according to the progress of the works. Invoices must be paid within 30 days of their dispatch unless otherwise stated. Ifthis is not the case, a default interest will have to be paid by operation of law and without notice of default on the sums still due at an interest rate of 8.5% per annum - which capitalizes monthly. In addition, the amounts owed but not paid on the due date are automatically and without notice of default increased by a fixed compensation of 10% of the amount still due, with a minimum of 125 €.
Article 3 - Price revision
Even in the case ofan absolute lump sum, any change in wages, social security contributions, the prices of materials or their transport leads to a price revision applied to the relevant invoicing of the works carried out according to the Agoria index for technology companies (average for Belgium).
Article 4 - Unforeseen circumstances
All new circumstances that were reasonably unforeseeable and unavoidable when submitting the offer, and that would make the execution of the agreementfinancially or otherwise heavier or more difficult than normally foreseen, will be considered as cases of force majeure. E.N.T.S. has the right to request the reasonable revision or dissolution of the assignment or agreement. Where thesecircumstances result in an interruption of the works, the period for performance shall be automatically suspended for the total duration of the delay caused by such interruption.
Article 5 - Changes and additional works
Even in the case of a fixed-price agreement, any modification or additional work ordered by the client as well as the determination of the price for it can be proven by all legal means.
Article 6 - Safety coordination
Unless otherwisestated, the safety measures imposed by the safety coordinator and not known at the time our quotation is handed over are not included in the quotation price.
Article 7 - Execution period
Unless specifically agreed, delivery and execution periods are best efforts obligations, whereby E.N.T.S. makes reasonable efforts to meet that period. In any case, delays caused by unforeseen delays at the suppliers of E.N.T.S. do not lead to liability of E.N.T.S.
Article 8 - Termination
If the client wholly or partially renounces the agreed works or delivery of goods, it is obliged to indemnify E.N.T.S. for all expenses , labor, and everything that E.N.T.S. could have gained from those works, budgeted at a flat rate of 20% of the works not performed, without prejudice to the right of E.N.T.S. to prove the actual damage if it would be higher.
Article 9 - Delivery(s)
As soon as the works have been completed, the client must proceed to the delivery of the works. Minor imperfections or unfinished goods, the value of which is less than 10% of the contract price, cannot be invokedto refuse delivery. Where applicable, the client must only pay up to the amount of what has been taken into account for acceptance and any defects will be remedied within one month. A collection by the client, then wel a delivery and installation by E.N.T.S. in the presence of the client is considered as delivery. In any case, the client never has more than 5 working days after the delivery or installation, or completion of the works to make commentsto E.N.T.S. The delivery implies the approval by the client of the works and acceptance of the delivered goods - and excludes for him any appeal due to visible defects or incomplete or defective delivery.
Article 10 - Slightsecurity defects
The warranty period on delivered goods and hidden defects is one year after delivery or date of the last works or services performed. Furthermore, a legal claim on that ground is only possible ifa clear written notice of default has been sent within the month, and only admissible if it is filed within a period of 6 months, each time counting the day that the client had or should have knowledge of the problem. However, this period is suspended during the period during which there are serious negotiations with a view to finding a solution to the (imminent) dispute.
Article 11 - Transfer of risks
The risk of goods to be delivered is transferred at the time of leaving the warehouse of E.N.T.S. or other location from which E.N.T.S. ships or from which E.N.T.S. is sent on behalf. The risk of works or services to be carried out is transferred, for works on site at E.N.T.S. at the time of shipment (if no installation), or at the time of installation at the client.
Article 12 - Retention of title
Until full payment, and even after their incorporation, delivered goods remain the property of E.N.T.S. E.N.T.S. may loosen and take back the materials without the customer's permission. In the event of an appeal to the right of repossession, E.N.T.S. may keep the advances paid to compensate for its damage. When E.N.T.S. exercises this right, it will inform the customer by registered letter and is deemed to have knowledge of this on the second working day after sending it.
Article 13 - Liability
E.N.T.S. can neverbe held liable for consequential damage. Consequential damages include: loss of production, profit, turnover or opportunity; damage to appliances, property and materials that are not part of the good or installation provided by E.N.T.S. has been delivered, or the works or services provided by E.N.T.S.; damage that is indirect, or could not reasonably have been anticipated, or that is punitive. The liability of E.N.T.S., contractual or extra-contractual, can neverexceed the lower of 100 times the value of the delivery or assignment to which the agreement relates, and on the other hand 1 million Euros, E.N.T.S. cannot be held liable for information it provides outside of its contractual obligations, such as incidental and non-reimbursed technical information provided as a result of the mere delivery of goods, or in the context of making an offer.
Article 14 - Disputes
In the event of a dispute about the validity, execution or interpretation of this agreement, only the courts of
Antwerp are competent.