1. General These General Terms and Conditions of Sale of Anticimex (hereinafter 'Terms and Conditions') apply to all Anticimex's quotations, work, services and agreements and are communicated to the Customer upon delivery of a quotation or order/assignment. Deviations from the Terms and Conditions, even if stated on documents originating from the Customer or from our representatives, shall not apply to Anticimex unless confirmed in writing and validly signed by Anticimex and the Customer; in such case, the other provisions of the Terms and Conditions remain in force.
2. Work and services The work and services to be carried out are defined in the special conditions. The work and services shall be carried out using products selected by Anticimex and authorised or recognised by the Ministry of Health and/or Agriculture. Work and services shall be considered accepted and received, except in the event of a dispute as provided for below. Should the proof of delivery be lost or not signed by the recipient, the invoice shall in any event be considered proof of delivery. In the event of work/renovations at the Customer's premises, the inspection visits shall continue to take place as planned. This is to prevent any nuisance/infestation to the surrounding area. Should there be any doubt as to whether the product or the working method, as stated in our proposal, could cause damage to the materials or products stored, the Customer can consult our technical data sheets at any time. Anticimex cannot be held responsible for any damage resulting from normal use of these products. Anticimex reserves the right to have the work and services performed by a subcontractor it has appointed.
3.Best efforts undertaking This agreement is a best efforts undertaking and not an obligation of result. All our agreements are made subject to the Customer's normal operations, which means that our commitment to carry out treatments in service is only valid if the Customer undertakes to eliminate the cause of the infestation. The Customer undertakes to strictly follow Anticimex's advice. Structural/serious shortcomings and/or failure to follow advice on proofing, hygiene, storage, etc. may lead to the suspension of treatments in service.
4. Delivery deadlines The delivery deadlines set out in the agreement are always indicative. Anticimex undertakes to comply with these as strictly as possible, but shall not be liable for compensation or cancellation of the agreement should delays occur independently of the will of Anticimex.
5. Costs Unless otherwise agreed, the following provisions apply to costs. Packaging and shipping costs shall be borne by the Customer. Any additional costs imposed by the authorities shall be charged to the Customer. The Customer bears the costs for electricity, heating, water and the discharge of contaminated water. Relocation costs shall be borne by the Customer if they are due to the latter's negligence. In the event the Customer fails to attend an appointment, the treatment not carried out shall be considered as having been carried out, the invoice shall be due and the warranty shall lapse until the next treatment; in addition, Anticimex shall be entitled to claim and invoice travel expenses for a minimum amount of EUR 50. In case of suspension of the service for any reason not due to Anticimex's fault, Anticimex shall be entitled to invoice its costs (such as the compulsory working week for economic unemployment, such as rental, lease or depreciation costs of equipment), to the Customer, in addition to 5% of the rate of the unperformed hours as compensation for Anticimex's administrative costs. The Customer shall always inform Anticimex in writing at least ten (10) days in advance about future suspensions and resumption so that Anticimex can take care of the necessary formalities. Failing this, the costs incurred as a result shall be borne by the Customer.
6. Suspension of the agreement In exceptional cases (e.g. major renovation work at the Customer's premises, inaccessibility of the Customer's premises due to roadworks, forced closure by order of the authorities, etc.), the Customer has the right to request Anticimex suspend the agreement. This request must be made in writing, after which, in case of agreement on the suspension, its start and end will be determined by mutual agreement. At the end of the agreed suspension period, the agreement will resume in full, and will also be extended for a duration corresponding to the suspension period. The warranty does not apply during the suspension period.
7. Revision The price agreed in the agreement may be revised by Anticimex in relation to the evolution of the prices of the constituent parts of this price (including but not limited to: wages, materials, production costs, raw materials, fuel prices, government levies, etc.).
8. Invoicing Objections regarding the invoice must be communicated in writing to Anticimex within 8 days of the invoice date on penalty of forfeiture. In application of Article 8.11 § 4 of the Civil Code (BW), in the absence of any objection, the customer-entrepreneur shall be deemed to have accepted the invoice, including the terms and conditions contained therein. With regard to the customer non-entrepreneur, absence of any objection within 8 days after a reminder is considered a circumstantial silence.
9. Payment Unless otherwise agreed, invoices are payable without any discount at the registered office at the latest on the due date. The invoice is considered paid when the funds are credited to Anticimex's bank account. If a credit period is granted to the Customer, payment must be credited to Anticimex's bank account before the due date. Invoices are always payable by the Customer; set-off, even with respect to Anticimex suppliers, is therefore excluded. Invoices are irrevocably deemed to have been sent on the date of entry in Anticimex's accounts. In the event of non-payment on the due date of a single invoice, even if a credit period was granted to the Customer under special terms, all invoices sent to the Customer shall become immediately due and payable, all credit periods granted shall expire, and the amounts due shall be increased by fixed and non-reducible compensation for extrajudicial costs, set at 15%, with a minimum of EUR 125, of all sums still due. In addition, unpaid invoices will incur interest on arrears of 1% per month starting from the invoice date. If the interest rate referred to in Article 5 of the Law of 02.08.2002 is higher, the latter shall apply. The fixed compensation and the interest on arrears shall be due in full and without the necessity of a reminder. All costs associated with the collection of the invoices shall be borne by the Customer.
10. Defaults Any default by the Customer, including but not limited to the terms of payment, entitles Anticimex to suspend or definitively stop its work and services immediately, without the necessity of a reminder or prior notice, while retaining all rights, including those provided for in the Terms and Conditions, and all damages.
11. Commencement and duration Each contract commences on the date specified in the agreement. If no commencement date is stated, the date of signature shall count as the commencement date. If no date of signature is indicated, the date of the first service performed shall be considered the commencement date.
Unless otherwise agreed and subject to Articles 6 and 10, contracts are concluded for a period of three years. They may be terminated by either party by giving at least three months' written notice before the three-year anniversary of the commencement of the agreement. Failing this, the agreement is tacitly and irrevocably renewed each time for a new three-year term. Any Customer who, for whatever reason, breaks, halts or terminates the agreement without respecting the preceding provisions shall owe compensation equal to nine (9) months if the break occurs in the first year, six (6) months in the second year and three (3) months in the third year. These amounts reapply accordingly at each renewal of the agreement.
12. Personnel of Anticimex a. Anticimex's personnel work exclusively under the management and supervision of Anticimex. b. The direct or indirect employment or recruitment of Anticimex's personnel or of personnel who have been working at the Customer premises or its associated companies via Anticimex over the course of the past six (6) months, both during the agreement, and for one (1) year following the termination, obliges the Customer to pay Anticimex compensation equal to twice the amount of all fees and charges for the personnel in question due for their activity of the past six (6) months. c. The Customer must also comply with the obligations incumbent upon it with regard to welfare and safety at work. The Customer is aware of the risks inherent to our work.
13. Disputes/complaints Complaints must be reported in writing on penalty of forfeiture (a) regarding damage, visible defects or non-conformity within eight (8) days of delivery and (b) regarding hidden defects within eight (8) days of discovery of the defect and in any case within three (3) months of delivery or performance of the service.
14. Liability The amount of compensation to which Anticimex can be held liable is always limited to a maximum of either the proceeds of the relevant contract over the last twelve (12) months, or EUR 125,000.00 if the latter amount is lower. This limitation shall also apply in the event of gross negligence or intent on the part of Anticimex employees or associates. Anticimex cannot be held liable for indirect damage that is unforeseeable, defects not reported according to the provisions or that fall outside the warranty, that are due to the age or poor or unlawful condition of the buildings, installations, furniture, equipment or due to a lack of precautions by the Customer to limit the damage, the impossibility of fulfilling the planned operations of the company, or for claims made by a third party against the Customer, even if Anticimex had been informed in advance of the possibility of such damage. With regard to hidden defects, Anticimex shall only be responsible insofar as it is proven that Anticimex had knowledge thereof, which is not presumed and is in any case limited to three (3) months after execution or delivery;timely justified complaints shall give rise to the repair or replacement or supplement (in whole or in part), without Anticimex being liable for compensation.
15. Force majeure No compensation shall be payable by Anticimex by way of damages and interest for late execution of the work in the event of force majeure which expressly includes strikes, lock-outs, adverse climatic conditions, riots, pandemics, etc. This declaration is not exhaustive. These circumstances do not entitle the Customer to terminate the agreement with Anticimex. If a delivery period has been expressly agreed in writing, it shall be suspended.
16 . Goods a. Ownership of the delivered goods purchased by the Customer shall not be transferred to the Customer until the latter has paid Anticimex all payments and other obligations pursuant to this delivery, including any costs, fees and fines. This retention of title extends to all goods present and continues to apply even if the goods have been processed, incorporated, etc.Therefore, the Customer may not dispose of goods not yet paid for in full in any way; more specifically, it may not make them available to third parties, pledge them or transfer their ownership. In such a case, Anticimex shall be entitled to take back the items delivered or installed at the Customer's expense or have them removed. b. Risk is transferred at the time of shipment from Anticimex's warehouses. c. The delivery of products and/or services in no way implies the transfer or assignment of any intellectual property rights. Anticimex bears no responsibility to the Customer for any third-party intellectual property rights. d. The goods used by Anticimex for the performance of the work under the maintenance agreement shall remain the property of Anticimex at all times. On termination of the maintenance agreement, Anticimex will submit to the Customer in writing an inventory of the goods belonging to Anticimex and their prices. These goods shall be assembled by the Customer and made ready for collection by Anticimex no later than fifteen (15) days after receipt of the inventory.
17. Privacy Data communicated by the Customer to Anticimex as a result of this agreement shall be stored in a automated database. Access for possible correction can be requested in writing. Anticimex undertakes not to disclose confidential information obtained directly from the Customer or as a result of pest control activities to third parties. This obligation does not apply to information known to the public or obtained via third parties. Nor does the confidentiality obligation apply in the event of a court order by a competent authority. For information on its privacy rights, the Customer can contact the Commission for the Protection of Privacy, Hoogstraat 139, 1000 Brussels.
18. Nullity or invalidity In the event of nullity or invalidity of one of the provisions mentioned, the other provisions shall remain in force. Should a clause prove to be invalid, the parties undertake to replace the invalid or unenforceable clause with a valid provision that comes closest to it so that the original shared intentions of the parties are achieved as far as possible.
19.Dispute Any dispute shall be submitted to the courts of Anticimex's registered office or of Brussels, at Anticimex's discretion.
20. Applicable law The agreement concluded between the parties shall always be governed by Belgian law.
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