Terms and conditions

Terms and Conditions of Elga-Energy BV
BE0753.900.826
Sint-Laurentiusstraat 67, 8210 Zedelgem, Belgium

Article 1: Definitions

In these terms and conditions, the following definitions apply:

Client: the natural or legal person who has commissioned the contractor to provide services or supply goods.
Contractor: Elga-Energy BV

Article 2: General

These terms and conditions apply to the formation, content and performance of all agreements concluded between the client and the contractor.

General (purchase) conditions of the client shall only apply if expressly agreed in writing and exclusively to the exclusion of these terms and conditions.

The contractor shall make every reasonable effort to perform the services entrusted to them in accordance with the standards of good workmanship.

This obligation constitutes a best-efforts obligation and does not guarantee the achievement of the intended result.

Article 3: Quotations and offers

The mere submission of a quotation, estimate, preliminary calculation or similar communication does not oblige the contractor to enter into an agreement with the client.

Offers from the contractor are always non-binding and may only be accepted without deviation. An offer shall in any case be deemed rejected if it has not been accepted within one month.

Article 4: Cancellation

If the client cancels an agreement, they are obliged to compensate the contractor for any damage incurred.

This damage includes losses suffered, loss of profit and, in any case, the costs already incurred by the contractor in preparation, including but not limited to reserved capacity, purchased materials and contracted services.

This compensation is set at a minimum of 35% of the quoted amount.

Article 5: Prices

All stated prices are exclusive of value added tax (VAT) and other government-imposed charges.

The price specified by the contractor applies only to the performance in accordance with the agreed specifications.

In the case of combined offers, there is no obligation to perform part of the total service at the price indicated for that part or at a proportional part of the total price.

Article 6: Changes in fees or prices

The contractor is entitled to increase the agreed fee or price if one or more of the following circumstances arise after the conclusion of the agreement:

increase in the costs of services necessary for the execution of the agreement, increase in shipping costs, wages, employer social security contributions, costs related to other employment conditions, introduction of new or increase of existing government levies (including energy-related), significant changes in currency exchange rates, or other comparable circumstances.

The contractor is also entitled to increase or obliged to decrease the agreed fee or price if the client makes changes to the originally agreed specifications. The contractor will cooperate with such changes within reasonable limits, provided that the nature of the service does not fundamentally differ from the originally agreed performance.

Article 7: Payment terms

Unless otherwise agreed, the client shall pay the price and any other amounts due under the agreement within 15 days from the invoice date, without any right to discount, set-off or suspension.

In the event of late payment, the client shall be in default without the need for prior notice of default.

The contractor is entitled to request an advance payment within a deadline determined by the contractor.

If the client fails to pay on time, interest of 10% per annum shall be due from the invoice date. The contractor is entitled to charge one-twelfth of this interest for each month or part thereof during which the client fails to meet their payment obligation.

In addition to the aforementioned interest, the contractor is entitled to a fixed compensation of 10% of the outstanding amount, with a minimum of €250, for, among other things, disruption of financial management, without prior notice of default being required.

If the client fails to pay on time, the contractor may cancel subsequent orders and/or deliveries without prior notice and without any obligation to compensate the client.

Article 8: Content and modification of the agreement

The client bears the risk of misunderstandings regarding the content and execution of the agreement if these result from specifications or other communications that were not received, were received incorrectly, late or incompletely by the contractor, whether communicated verbally, through a person designated by the client or via technical means such as telephone, fax or similar transmission methods.

Article 9: Copyright and intellectual property

The client guarantees that the performance of the agreement, and in particular the reproduction or publication of materials provided by the client such as copy, typesetting, models, drawings, photographs, films, data carriers, software, databases, etc., does not infringe any rights that may be claimed by third parties under copyright law or other applicable national, supranational or international legislation relating to intellectual or industrial property or unlawful acts.

The client shall indemnify the contractor against all claims from third parties in this respect.

If reasonable doubt arises regarding the validity of such third-party rights, the contractor is entitled, but not obliged, to suspend the performance of the agreement until it has been legally established that no infringement exists. The contractor shall then resume performance within a reasonable period.

Unless expressly agreed otherwise in writing, the contractor remains the holder of any copyright that may arise from works created in the performance of the agreement, even if these works are listed separately in the offer or invoice.

Upon completion of the agreement, the client acquires a non-exclusive right to use the delivered works, limited to normal use.

Article 10: Force majeure

Failures in the performance of the agreement by the contractor cannot be attributed to them if they are not due to their fault, nor attributable under the law, the agreement or generally accepted standards.

Such failures include, but are not limited to: war, mobilisation, civil unrest, flooding, transport disruptions, interruptions or limitations in supply by public utilities, shortages of energy sources, fire, machine breakdown, accidents, strikes, lockouts, trade union actions, export restrictions, government measures, non-delivery by suppliers or other comparable circumstances.

These circumstances do not entitle the client to terminate the agreement or claim damages.

Article 11: Liability

The contractor’s liability under the agreement with the client is limited to an amount that is reasonable and proportionate to the agreed price.

If the contractor is held liable by a third party for damage for which they are not liable under the agreement or these terms, the client shall fully indemnify the contractor and reimburse all amounts owed to such third party.

Article 12: Renewals

Any item or service stated on the invoice with a start and/or end date or defined period shall be automatically renewed for the same duration as originally invoiced, unless one of the parties provides written notice at least three (3) months before the end of the term indicating their intention not to renew the specific item.

Article 13: Disputes

All disputes arising from the agreement between the client and the contractor or from subsequent agreements shall be submitted exclusively to the courts having territorial jurisdiction over the registered office of the contractor.

Article 14: Applicable law

The agreement between the contractor and the client shall be governed by Belgian law.