Sales conditions

General Terms and Conditions of Sale

GENERAL PROVISIONS

Art. G.1 – Definitions

• Vermeulen: the seller/contractor/service provider.

• Customer: the counterparty.

• Consumer (B2C): any natural person acting for purposes outside their professional or commercial activity.

• Enterprise (B2B): any customer acting within the scope of a professional or business activity.

Art. G.2 – Applicability and Order of Precedence

1) These terms and conditions apply to all quotations, orders, deliveries, and services provided by Vermeulen.

2) Deviations are only valid if expressly agreed upon in writing (e-mail or a signed quotation shall suffice).

3) In the event of a conflict between (i) special conditions/quotation and (ii) these general terms and conditions, the special conditions/quotation shall prevail.

4) These general terms and conditions are deemed accepted upon the first contractual relationship between the parties and remain applicable to subsequent agreements, unless otherwise agreed in writing.

Art. G.3 – Quotations, Prices, and Validity

1) Quotations are valid for the period stated in the quotation (failing which: 30 calendar days).

2) Prices are expressed in Euros and exclude VAT, unless stated otherwise. Legal contributions (e.g., Recupel) and any delivery/transport/packaging costs are explicitly mentioned or deemed included if so indicated.

3) Changes in VAT rates or legal levies/contributions will be passed on in accordance with the law.

Art. G.4 – Execution, Deadlines, and Cooperation

1) Deadlines are indicative unless expressly agreed upon as binding.

2) The customer shall provide timely access to the site, correct information (plans, choices, as-built drawings, etc.), and all necessary cooperation. Extra costs resulting from late/incorrect information or obstructed access shall be borne by the customer.

Art. G.5 – Additional Work and Changes

1) Additional work or changes are only due if (i) requested by the customer or necessary for correct/safe execution and (ii) confirmed in writing by the customer in advance (e-mail/message shall suffice).

2) In urgent situations regarding safety or damage limitation, Vermeulen may carry out necessary works; these will be charged at a reasonable and justified cost.

Art. G.6 – Force Majeure

Vermeulen is not liable for delays or non-performance due to force majeure (including fire, flood, strike, government measures, supply issues, etc.). Obligations are suspended for the duration of the force majeure. If the force majeure lasts longer than 60 days, Vermeulen has the right to terminate the contract in writing without compensation.

Art. G.7 – Severability 

If one or more provisions of these general terms and conditions are declared fully or partially invalid, void, or unenforceable, this shall not affect the validity of the remaining provisions. The relevant provision shall be replaced by a valid provision that most closely aligns with the economic purpose of the original provision.

Art. G.8 – Intellectual Property

All plans, studies, designs, drawings, diagrams, calculations, quotations, and other documents prepared by Vermeulen remain its intellectual property.

Art. G.9 – Processing of Personal Data

Vermeulen processes the customer's personal data solely within the framework of contract execution, customer management, invoicing, and compliance with legal obligations. This processing occurs in accordance with applicable privacy legislation, including the General Data Protection Regulation (GDPR). The customer may exercise their rights (access, correction, deletion, etc.) by submitting a written request to Vermeulen.

TERMS FOR CONSUMERS (B2C)

Art. A1 – Conformity and Complaints

1) Visible defects must be reported in writing as soon as possible and preferably within 48 hours after delivery/service (e-mail shall suffice), including a short description and, if possible, photos.

2) Hidden defects must be reported within a reasonable period after discovery and no later than two months thereafter.

Art. A2 – Invoicing and Payment

Invoices are payable within the term stated on the invoice (failing which: 14 calendar days) via bank transfer, stating the invoice number.

Art. A3 – Late Payment (B2C – Book XIX CEL)

1) In the event of late payment, the consumer will first receive a free first payment reminder.

2) From this first reminder, a waiting period of 14 calendar days applies, during which no interest or damages will be charged.

3) If payment is not received after this waiting period, the following may be charged:

a) legal interest starting from the expiry of the waiting period; and
b) a flat-rate compensation within the legal limits:

• €20 if the balance due is ≤ €150
• €30 + 10% on the portion between €150.01 and €500
• €65 + 5% on the portion above €500.01, with a maximum of €2,000

4) Any additional collection costs will only be charged to the extent permitted by law.

Art. A4 – Cancellation by Consumer

Upon cancellation after order/agreement, only the following are due: (i) services already performed, and (ii) demonstrably incurred costs (ordered materials, reservations, preparation). Any flat-rate fees will only be applied to the extent permitted by law and proportionally.

Art. A5 – Competent Court and Law

Belgian law applies. In the event of a dispute, the legally competent courts shall have jurisdiction (consumer protection prevails).

TERMS FOR ENTERPRISES (B2B)

Art. B1 – Contesting Invoices

Invoices must be contested in writing within 8 calendar days of the invoice date (and no later than 15 days after the invoice date). Failing this, they are deemed accepted. Contesting an invoice does not suspend the payment obligation for the undisputed portion.

Art. B2 – Payment Invoices

are payable within 30 calendar days of the invoice date, unless otherwise agreed upon in the invoice or quotation.

Art. B3 – Late Payment (B2B)

1) In the event of non-payment by the due date, the following are due automatically and without notice of default:

a) interest on arrears of 1.0% per month (pro rata per started month), calculated from the due date; and
b) a flat-rate compensation of 10% of the outstanding balance, with a minimum of €75.

2) This is without prejudice to Vermeulen's right to claim higher, actually proven collection costs (including legal costs and attorneys' fees) where legally possible.

Art. B4 – Suspension and Early Maturity

In the event of non-payment or serious contractual breach, Vermeulen may suspend execution. All outstanding claims against the same customer shall become immediately due and payable.

Art. B5 – Risk and Delivery (B2B)

Goods travel at the customer's risk from the moment of delivery/collection, subject to mandatory law or alternative written agreement.

Art. B6 – Retention of Title

Delivered goods remain the property of Vermeulen until full payment (principal, interest, and costs). The customer shall keep the goods identifiable and immediately notify Vermeulen in the event of seizure or insolvency proceedings. Risk passes upon delivery.

Art. B7 – Liability (B2B)

1) Vermeulen is only liable for direct damage that has been proven.

2) Indirect damage (including consequential damage, loss of profit, loss of production, reputational damage, etc.) is excluded.

3) Vermeulen's total contractual and extra-contractual liability is limited to 100% of the amounts invoiced by Vermeulen to the customer during the 12 months preceding the harmful event.

4) Vermeulen is not liable for errors/defects in plans, calculations, or instructions provided by the customer or third parties.

Art. B8 – Competent Court and Law

Belgian law applies. All disputes fall exclusively under the jurisdiction of the courts of East Flanders, Ghent division.