General conditions of sale

1. Scope

Unless expressly agreed otherwise in writing, these general terms and conditions form an integral part of all agreements entered into by SPAAKGEBEK (with its registered office at Schaarbeeklei 647, 1800 Vilvoorde, and registered with the Crossroads Bank for Enterprises under number 0773.950.627 (Brussels Trade Register)) and the customer. The placement of an order by the customer with SPAAKGEBEK implies the customer’s acceptance that their mutual contractual relationship shall be exclusively governed by these general terms and conditions and also implies that the customer expressly and completely waives the application of any of their own general terms and conditions, which shall be deemed non-existent. The application of these general terms and conditions may not be waived except with the express written consent of SPAAKGEBEK . Any condition or clause set forth by the customer that conflicts with these general terms and conditions is valid only if it has been expressly accepted in writing by SPAAKGEBEK , and is valid exclusively for the order to which it pertains.

2. Formation of agreement

All agreements are deemed to have been entered into at the registered office of SPAAKGEBEK . The agreement between the parties is not concluded until SPAAKGEBEK has accepted the order in writing or has begun to perform the agreement. From that moment on, the customer is therefore obligated to pay the quoted price. The quoted price is always exclusive of VAT.

3. Payment

Except as otherwise provided, all invoices are payable 30 days from the date of invoice.

4. Complaints

All complaints must be submitted by certified mail within 8 days of the invoice date. After this period, the delivered goods/services and the invoices are deemed to have been irrevocably and unconditionally accepted. Failure to pay invoices on time entitles SPAAKGEBEK to demand immediate and full payment of all amounts still due in accordance with the order. In this case, SPAAKGEBEK expressly reserves the right to cease performance of the remaining portion of the agreement, without the customer having any right to compensation. Any invoice that has not been paid by its due date shall automatically and without notice of default be subject to a fixed and indivisible surcharge of 10% of the outstanding invoice amount, with a minimum of 125 EUR. In addition, default interest of 1% per month shall be due on the amount owed from the due date, without notice of default.

5. Retention of title

The goods delivered by SPAAKGEBEK and any related industrial and intellectual property rights shall remain the property of SPAAKGEBEK until the amount owed to SPAAKGEBEK (consisting of the purchase price, costs, interest, and any damages) in connection with these goods has been paid in full by the customer, this in express deviation from Article 1583 of the Dutch Civil Code.

6. Breach of Contract

If the customer fails to accept the ordered goods or services or cancels the order for any reason, this shall be considered a breach of contract, and SPAAKGEBEK shall be entitled to retain the advance payments in full. SPAAKGEBEK reserves the right at all times to demand performance of the agreement and payment, or to demand termination of the agreement with liquidated damages set at a fixed and non-reducible rate of 30% of the total order value.

7. Delivery.

The delivery date specified by SPAAKGEBEK is a target date and is provided for informational purposes only; failure to meet this date shall in no event give rise to a reduction in the agreed price, compensation for damages, or termination of the agreement.

8. Force majeure

Each party shall be released by operation of law and not obliged to fulfill any further obligation to the other party in the event of force majeure.

Force majeure shall mean the situation in which the performance of the agreement by one of the parties is prevented or rendered more difficult, in whole or in part, temporarily or otherwise, by circumstances beyond that party's control, even if that circumstance was foreseeable at the time the agreement was concluded.
Without being exhaustive, the following shall be considered cases of force majeure: fire, natural disaster, flood, war, terrorism, piracy, strike and lockout, epidemic and pandemic (including, for example, but not limited to, Covid-19) and all (governmental) measures taken in this regard, and any governmental intervention ("le fait du prince"), regulation, legislation or any other judicial or regulatory measure taken that makes the performance of the obligations arising from this agreement impossible or very difficult.

The customer’s inability to fulfill its payment obligations to SPAAKGEBEK (for whatever reason) is expressly excluded as a case of force majeure. The party invoking one or more of the above cases of force majeure must notify the other party in writing within fifteen (15) calendar days following the onset of the force majeure event; otherwise, the right to invoke it shall lapse.

If an event of force majeure persists for more than ninety (90) calendar days continuously, each party shall be entitled by operation of law and without prior notice of default to terminate the agreement without compensation.

9. Divisibility

If one or more provisions of these general terms and conditions should be declared invalid, unlawful or unenforceable, this shall not affect the validity of the other provisions of these general terms and conditions. The parties shall replace such provision(s) as appropriate with a provision(s) that best reflects the content and intent of the parties.

10. Jurisdiction and applicable law.

All disputes concerning the interpretation or performance of agreements entered into with SPAAKGEBEK , as well as invoices issued by SPAAKGEBEK , fall under the exclusive jurisdiction of the courts of the District of Ghent. Belgian law shall apply exclusively.

11. If applicable: Storage of materials.

Any materials provided by the customer for the promotion will be stored by SPAAKGEBEK for up to 3 weeks after the promotion ends. The customer is deemed to have relinquished ownership of any materials that have not been picked up by the end of this period or for which no agreement for continued storage (subject to a fee) has been made at least 5 business days before the promotion ends, and such materials may be destroyed by SPAAKGEBEK .