1. DEFINITIONS AND INTERPRETATIONS
1.1. The term "Company" refers to the Belgian private limited liability company PILTEC, having its registered office at Avenue des Pâquerettes 55 boîte 51, 1410 Waterloo, Belgium, registered with the Crossroads Bank for Enterprises (BCE) under number 1002.777.288.
1.2. The term "Offer" refers to the offer and/or quote addressed and/or proposed by the Company to the Client. The term Offer therefore notably includes any order for Services or Products placed by the Client on the Website.
1.3. The term "Invoice" refers to any invoice issued by the Company.
1.4. The term "Service(s)" refers to any service, including but not limited to the rental of machinery, equipment, and spare parts used for drilling and water treatment, defined in the broadest sense, provided directly or indirectly by the Company.
1.5. The term "Product" refers notably to machines and spare parts used for drilling and water treatment, sold or rented by the Company to the Client.
1.6. The term "Client" refers to the natural person and/or legal entity that signs and/or accepts, explicitly or tacitly, but with certainty, a Contract with the Company.
1.7. The term "Parties" refers to the Company and the Client.
1.8. The term "Contract" refers to the following whole: these General Terms and Conditions, the Offer, and the Invoices, which form a contractual agreement that prevails over any other agreement between the Parties.
1.9. The term "Website" refers to the Company's website available via the following link: www.piltec.be
1.10. The term "Rental Conditions" refers to the specific conditions applicable to the Services which, in the event of a contradiction with these General Terms and Conditions, shall prevail over the latter. These Rental Conditions form an annex to these General Terms and Conditions. In this context, the General Terms and Conditions apply to the Services subject to any contradictory clauses contained in the Rental Conditions.
1.11. The term "General Terms and Conditions" refers to these general terms and conditions.
1.12. The French version of these general terms and conditions shall prevail over any other version drafted in a language other than French. However, the Company makes general terms and conditions available to the Client on its website in English and Dutch.
1.13. Other terms are also directly defined within the text of the general terms and conditions and complement the definitions above.
2. GENERAL PROVISIONS
2.1. These General Terms and Conditions, the Offer, and the Invoices constitute a contractual agreement that prevails over any other agreement between the Parties (hereinafter the "Contract"). Any agreement or document that contradicts the Contract shall be considered null and void. In particular, these General Terms and Conditions prevail over those of the Client.
2.2. The signature of the Offer, or the payment of an Invoice (even partial), or the sending of an email expressly confirming the Client's agreement, or the direct execution of the Contract by the Client (notably: taking possession of machines or parts, or the start of the rental by the Client, and any commencement of execution by the Client) shall automatically constitute the Client's agreement to these General Terms and Conditions (hereinafter the "Acceptance").
2.3. The Client acknowledges having the capacity required, under their national legislation, to contract and acquire the Services offered by the Company. If the Client lacks this capacity or loses it, they must immediately notify the Company under their sole responsibility. Until such notification, the Client is presumed to have the required capacity to contract and acquire the said Services.
2.4. The Company reserves the right to modify these general terms and conditions at any time and without prior notice. Such modification shall take effect solely by posting the new version of the general terms and conditions online.
2.5. These General Terms and Conditions can be viewed on the Company's website: www.piltec.be. The Client is presumed to be aware of them at all times.
3. PURPOSE
3.1. All Offers made by the Company do not bind the Company in any way unless they have been accepted by the Client in accordance with Article 2.2.
- 3.2. The Client undertakes to respect, follow, and apply the instructions, information, and details contained in the Offer. The Client acknowledges that the instructions, information, and details contained in the Offer are sufficient and precise enough so that they do not require any further clarification and/or information from the Company. The Client acknowledges having had the opportunity to ask all questions and request all information prior to accepting the Offer. The Client's Acceptance implies unreserved agreement. Any reservations expressed after Acceptance shall not involve any modification unless agreed upon in writing by the Company.
4. DEADLINES
4.1. Delivery times are estimated based on the Product or Service covered by the Contract.
4.2. The Company shall not be held liable in the event of late delivery of the Services or Products, as deadlines are communicated for information purposes only, unless this delay becomes manifestly unreasonable given the context, the Product, the Service, its rarity, or its demand, this list being non-exhaustive.
4.3. In accordance with Article 6 of the General Terms and Conditions, the Company may suspend or cancel any provision of Services or delivery of Products if the payments due and payable by the Client have not been fully received by the Company within the contractual deadlines.
5. RATES
5.1. Rates are specified in the Offer prepared by the Company.
- 5.2. Prices are stated "Excluding Taxes" (HTVA), notably excluding VAT. The reference currency for any transaction with the Company is the Euro (€).
6. PAYMENT
- 6.1. Invoices are issued by the Company in accordance with these General Terms and Conditions.
- 6.2. The amount of the Invoice must be paid in full by bank transfer to the account number mentioned on the Invoice or by credit card, at the latest by the due date mentioned on said invoice; if no date is mentioned, payment must occur at the latest thirty (30) calendar days from the date of the Company's Invoice. Any other method of payment must be expressly and previously accepted in writing by the Company. Any bank fees shall be borne by the Client.
- 6.3. In general, any payment not made in accordance with Articles 6.1 and 6.2 shall automatically and without prior notice bear interest at a rate of 1% per month and shall become immediately payable. In addition, the amount of each Invoice will be increased by a fixed and irreducible indemnity of 10% of the amount due, with a minimum of 50 EUR, without prejudice to any other increase for direct or indirect damage suffered by the Company, including any recovery costs borne by the Client. When the Client is an enterprise within the meaning of Article I.1.1° of the Code of Economic Law (hereinafter the "Enterprise"), it acknowledges that this clause constitutes an arrangement for the absence of payment of the Company's Invoice within the contractual deadlines and does not correspond to a penalty clause. This clause is accepted with full knowledge of the facts by the Enterprise, which irrevocably recognizes that it complies with commercial practices and does not in any way constitute an abusive clause within the meaning of Article VI.91/5 of the Code of Economic Law.
- 6.4. Late payment interest runs automatically from the due date, even in the absence of a formal notice by the Company.
- 6.5. Payments are always applied to the settlement of the oldest debt and are prioritized against late payment interest and any costs, including indemnities due to the Company under Article 6.3.
- 6.6. In the event of non-payment, insolvency, suspension of payments, or bankruptcy on the part of the Client, all outstanding debts of the Client to the Company shall become immediately due, even debts arising from invoices that have not yet matured. If applicable, the Company reserves the right to suspend current or future Services for an indefinite period, without prejudice to the Company's right to claim immediate payment for the suspended Services and deliveries.
- 6.7. The Company is under no obligation to reimburse the Client for any cause or reason whatsoever.
7. GENERAL TERMS AND CONDITIONS OF CANCELLATION
7.1. Once the Client's Acceptance has reached the Company, the Client acknowledges that they can no longer withdraw once the execution of the Contract(s) has begun.
7.2. If the Client cancels, terminates, or revokes the Contract (this list being by no means exhaustive), this shall entitle the Company to immediately collect an indemnity equivalent to 50% of the amount of the Offer, without prejudice to the right to claim reimbursement for all costs resulting from this cancellation/termination/revocation if these costs are higher than the amount of the indemnity. This amount must be paid without delay to the Company and without the need for prior formal notice. The Client acknowledges that this clause constitutes an arrangement for the absence of payment of the Company's Invoice within the contractual deadlines and does not correspond to a penalty clause. This clause is accepted with full knowledge of the facts by the Enterprise, which irrevocably recognizes that it complies with commercial practices and does not in any way constitute an abusive clause within the meaning of Article VI.91/5 of the Code of Economic Law.
8. DELIVERY TERMS FOR PRODUCTS
- 8.1. Deliveries are made according to the terms specified in the Contract.
- 8.2. The receipt of Products without reservation by the Client constitutes pure and simple acceptance of the Products without apparent defects, in accordance with the Offer.
- 8.3. Any claim relating in particular to apparent defects and/or non-conformity of the Products or Services detected by the Client must be made within a period of 8 business days from their delivery date. The Company may, if it so requests, come to check the reality of the grievance on-site before any return, and the Client undertakes not to block this inspection visit by the Company in any way and to propose availability quickly.
- 8.4. It is up to the Client to provide all justifications as to the reality of the defects found.
- 8.5. All claims by the Client are subject to any warranties explicitly granted by the Company. The Client cannot form any claim linked to a contractual warranty that has not been granted to them, which they acknowledge. By accepting the Offer, the Client has accepted the potential granting of warranties by the Company.
- 8.6. If a claim is made by the Client, the Company has the right to confirm or contest the claim. If the Company confirms the claim, the Company undertakes to adapt the Service or Product provided within a reasonable timeframe, without this opening a right for the Client to damages, a refund, or a termination of the Contract.
- 8.7. No return may be made by the Client without the express, prior written consent of the Company.
- 8.8. Any claim made by the Client under the conditions and according to the modalities described in this article does not suspend the payment for the Products by the Client.
- 8.9. The Company remains the owner of the Products sold and delivered to the Client until full payment of the Price and reserves the right to claim the return of the Product in the event of default of payment of the Price by the Client. This clause constitutes a retention of title clause (clause de réserve de propriété) in favor of the Company.
9. EXECUTION TERMS FOR SERVICES
9.1. The Client undertakes to use the Products and machinery covered by a Service in accordance with the Contract and any documentation provided by the Company, including these General Terms and Conditions.
9.2. Upon collection and return of the Product and/or machinery covered by a Service, a written inventory/condition report (état des lieux) will be drawn up by the Company and signed by the Client.
9.3. The Client undertakes to return the Product and/or machinery covered by a Service in the condition described in the initial inventory report upon its return to the Company.
9.4. In the event of a defect or damage noted during the return inventory report, the Client shall bear all costs of repair and restoration, based on the estimate prepared by the Company. The Client will also be required to indemnify the Company for any damage it may have suffered as a result of the damage to the Product.
9.5. In the event of returning the Product after the duration provided for in the Contract, the Company will invoice the Client for additional indemnities.
9.6. By using the Service, the Client undertakes to refrain, notably, from:
Using the Service for any illegal purpose or purpose prohibited by the Contract;
Using the Service for malicious or harmful purposes;
Using the Service in a manner that causes harm to the Company or a third party.
10. WARRANTIES
- 10.1. The Company is by no means a manufacturer and gives no warranty to the Client other than those potentially specified by the Company at its own initiative in the Contract. In the absence of a warranty specified in the Offer (which forms part of the Contract), the Company gives no warranty to the Client.
- 10.2. Any liability of the Company for hidden defects (vices cachés) is formally excluded. Indeed, the Company is not bound by the warranty for hidden defects, except in cases of fraud/intent (dol).
- 10.3. Any defect in a Product and/or machines rented within the framework of a Service (caused notably by abnormal storage and/or conservation conditions by the Client; and/or caused by misuse or notably an unintended use, or resulting from an adaptation or a special or abnormal assembly) cannot open a right to any warranty or coverage by the Company.
11. LIABILITY
- 11.1. The non-performance by the Client of their obligations automatically suspends the performance of the Company's obligations. In this case, the Company notably has the right to terminate the Contract automatically, without indemnity for the Client and without formal notice, without prejudice to its right to damages.
- 11.2. Such termination attributable to the Client will in any event result in the payment of a fixed indemnity of 10% of the Invoice(s) related to the Client. The Client acknowledges that this clause constitutes an arrangement for the absence of payment of the Company's Invoice within the contractual deadlines and does not correspond to a penalty clause. This clause is accepted with full knowledge of the facts by the Client, who irrevocably recognizes that it complies with commercial practices and does not in any way constitute an abusive clause within the meaning of Article VI.91/5 of the Code of Economic Law.
- 11.3. The Company cannot be held liable for any damage to the Client resulting directly or indirectly from the communication of incorrect information or the lack of communication of information attributable to the Client. The Company will also not be responsible for consequences that may arise from an act or omission directly or indirectly attributable to the Client.
- 11.4. The Company is bound, within the framework of the execution of its Services and the delivery of its Products, only by an obligation of means and not of result (obligation de moyen). In no case is the Company bound by an obligation to guarantee the result sought by the Client through the ordered Product or Service. Indeed, it is up to the Client to ensure that the Services and/or Products they order from the Company correspond to their needs. For this purpose, they can consult the Company, but it will always be up to the Client to ensure the suitability of the Products and/or Services for their needs. The Client confirms having inspected the Products and/or Services before signing/validating the Contract. The Client also undertakes to inspect the Products and/or Services upon receipt thereof and to notify the Company of any eventual problem immediately, and at the latest, five (5) calendar days after the delivery of the Products and/or Services.
- 11.5. In any event, the Company's liability is limited to the total amount paid to it by the Client. The Company cannot be held liable for indirect damages such as financial losses, commercial damages, bodily injury or property damage, loss of profits or revenues, loss of information, or loss of reputation or standing that the Client is likely to suffer within the framework of the Contract, and notably during the use of the Products or Services.
12. INSURANCE
- 12.1. The Client guarantees holding civil liability insurance policies whose coverage amounts sufficiently cover all risks incurred by the exercise of their activities, including those related to transport, delivery of Products, and use of Services, as well as all bodily injury, property damage, and consequential financial loss, subscribed with notoriously solvent insurance companies. The Client undertakes to maintain these insurance policies in force for the duration of the Contract and to provide, upon first request, any certificate justifying that said insurance policies are in force.
13. FORCE MAJEURE
13.1. A case of force majeure includes, notably, the occurrence of an unpredictable, insurmountable cause independent of the will of the Company, including but not limited to cases of natural disasters, epidemics, war, requisition, fire, flood, industrial accidents, lockouts, strikes, or social conflict. This shall not entitle the Client to any damages.
13.2. In the event of a temporary impossibility to perform the Services resulting from a Case of Force Majeure, the Company will inform the Client by any means and will be authorized to suspend its Services, without indemnity to the Client.
13.3. In the event of a total impossibility to execute the Contract resulting from a Case of Force Majeure, the Company will be authorized to terminate this Contract, after having informed the Client by any means, without any indemnity to the Client.
14. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
- 14.1. The Client acknowledges that the Company is the owner of its corporate name, its trademarks, logos, designs, models, patents, patent applications, advertising materials, representations of its Products and Services, its Website, and more generally, all intellectual property rights relating to its products, inventions, creations, and distinctive signs (the "Protected Elements").
- 14.2. The Client is prohibited, in all countries, unless otherwise agreed in writing and in advance by the Company, from using and/or exploiting the Protected Elements in any way whatsoever (notably for their reproduction, communication, and/or adaptation) and for any reason whatsoever (including as a commercial reference or for their own advertising), as the Contract does not confer any right to the Client over the Protected Elements.
15. MISCELLANEOUS
- 15.1. This Contract cannot be assigned or subcontracted to third parties by the Client. Failing to comply with this obligation, the Client will answer to the Company as well as to third parties for any damage eventually resulting from this assignment.
- 15.2. The fact that the Company does not invoke the non-performance by the Client of a clause of the general terms and conditions does not imply any waiver of the right conferred upon it by said clause or any other clause.
- 15.3. Any clauses that violate legal or regulatory provisions of public order or mandatory laws shall be deemed unwritten, without this nullity affecting the validity of the Contract as a whole. In this case, the Parties shall replace, by mutual agreement and in accordance with the true intent of the parties that prevailed at the conclusion of this Contract, the null provision or provision contrary to a mandatory or public order rule with another provision which, within legal limits, has the same effects as the one declared null or contrary to a mandatory or public order rule, or whose effects come as close as possible to those of the provision to be replaced.
16. DISPUTES
16.1. The Contract is governed exclusively by Belgian law.
16.2. Any dispute relating, directly or indirectly, to the performance, interpretation, or validity of the Contract, which cannot be resolved amicably, shall be exclusively submitted to the French-speaking Corporate Court of Brussels (Tribunal francophone de l’Entreprise de Bruxelles).