Contact information:
Publi-FDM
Molenkouter 116E
9520 Sint-Lievens-Houtem
Belgium

T: +32 9 278 01 23
Monday through Friday from 8:30 a.m. to 5:00 p.m.
Email address:info@Publi-fdm.be

SI’BON TERMS AND CONDITIONS OF SALE 2022, BE

Article 1: GENERAL PROVISIONS AND APPLICABILITY
1 The following general terms and conditions (the SI’BON Terms and Conditions of Sale 2020) apply to all quotations issued by, all orders placed with, and all agreements entered into with the contractor. They can also be viewed and downloaded from www.sibon.be.
2 In these general terms and conditions, “Contractor” means: the Sign Company accredited by SI’BON Netwerk B.V.
3 In these general terms and conditions, “Client” means: the natural person or legal entity that has commissioned the Contractor to perform work or to deliver goods or data.
4 With respect to the assignment, the client may never invoke the fact that it acted on behalf of a third party, unless it has expressly notified the contractor of this and the contractor has subsequently accepted the assignment in writing under this condition. If the assignment is placed by or on behalf of more than one client, all clients are jointly and severally liable for all obligations toward the contractor.
5 In these general terms and conditions, “assignment” means any request to perform work or to supply goods or data, made in any form whatsoever. An order shall be deemed to have been placed by the transmission or delivery of data or goods on the basis of which the work referred to in paragraph 6 of this article can be performed.
6 In these general terms and conditions, “work” means: the manufacture, delivery, installation, placement, and (or) the construction or dismantling of signs, which also includes advertising products, decorations, signage, structures, and (or) parts thereof, but in any case the work arising from an order placed with a Certified Sign Company, in the broadest sense of the word.
7 The client may only invoke provisions that deviate from these terms and conditions and/or its own terms and conditions or provisions if such provisions or terms have been expressly accepted in writing by the contractor.
8 A client with whom an agreement was previously concluded under these terms and conditions is deemed to have agreed to the applicability of these terms and conditions to agreements concluded with the contractor at a later date.
9 In these general terms and conditions, emails are also considered to be written notices, announcements, and communications between the parties.

Article 2: QUOTATIONS
1 All quotations, preliminary estimates, offers, and similar communications from the contractor are entirely non-binding and may only be accepted without deviation unless expressly agreed otherwise in writing and in advance. An offer is in any case deemed to have been rejected if it is not accepted within one month.
2 Quotations provided by the contractor are based on information supplied by the client. The client warrants that, to the best of its knowledge and ability, it has provided all relevant information.
3 The documents forming part of the quotation (such as designs, drawings, technical descriptions, and the like) are as accurate as possible but are non-binding. They are and remain the (intellectual) property of the contractor.

Article 3: FORMATION OF AGREEMENTS AND CHANGES TO ASSIGNMENTS
1 The agreement is not formed, and the obligations of the parties arising from the agreement do not come into effect, until the contractor has confirmed, either verbally or in writing, that it accepts the assignment. The sending of quotations, preliminary cost estimates, offers, and similar communications by the contractor does not imply automatic acceptance of the assignment by the contractor.
2 The client bears the risk of the contractor’s failure to receive, or receiving incorrectly, untimely, or incompletely, the client’s communications.
3 In the event of any ambiguity regarding the content of the assignment and its acceptance, the work performed by the contractor shall be deemed to have been carried out in accordance with the content of the assignment and shall be interpreted in favor of the contractor.
4 The client shall provide, in a timely manner, the necessary connections for the energy required for the work and its testing. The costs of the required energy shall be borne by the client.
5 The contractor reserves the right to perform more work than specified in the contract or in the acceptance thereof and to charge the client for such work, provided that this work is in the client’s interest and/or in the interest of the proper execution of the contract. The client will be notified of this prior to the performance of such work, and if the client does not agree to it, the client must notify the contractor of the refusal in writing within 2 business days; failing to do so, the client will be deemed to have agreed and to have accepted the changes.
6 The contractor shall, within reasonable limits, accept and cooperate with changes to the assignment, provided that the content of the work to be delivered by the contractor does not materially deviate from the originally agreed-upon work. The additional work (and its cost) is presumed to have been accepted as soon as it is carried out and the client has not objected to it in accordance with paragraph 5.

Article 4: TERMINATION AND CANCELLATION
1 The parties acknowledge that the agreement shall be terminated in whole or in part by operation of law, without prior notice of default and/or judicial intervention, in the event that the client is in a state of bankruptcy, , fails to pay due and payable debts, enters into liquidation, or relocates its permanent residence or registered office to a location outside Belgium before providing security, to the contractor’s satisfaction, for the payment of amounts already due and those that will become due in connection with the performance of the contract, or if the client loses the power to dispose of its assets or parts thereof through attachment, placement under guardianship, or otherwise, unless security deemed sufficient by the contractor is provided for the payment of amounts due and to become due in connection with the performance of the contract.
2 Payment obligations that arose prior to the date of termination, including payment obligations for work already performed by the contractor but not yet invoiced, shall remain in full force and effect and shall become due and payable immediately, without prior notice of default or judicial intervention.
3 The client has the right to cancel an agreement before the contractor has begun performing the agreement, provided that the client compensates the contractor for any direct and indirect damages incurred as a result. Such damages include, among other things but not limited to, the contractor’s lost profits, and the contractor shall also be charged for any costs already incurred in preparation, including but not limited to those related to reserved production capacity, purchased materials, contracted services, and storage costs.

Article 5: CLIENT’S DATA AND PROPERTY; RISK
1 The client shall ensure that the data and property required by the contractor to adequately perform the assigned task, in the contractor’s opinion, are made available to the contractor in the desired form. The contractor reserves the right to request additional information.
2 The client must retain a copy and, if possible, an original of any manuscripts, drawings, designs, photographs, or other data carriers provided to the contractor.
3 The contractor has the right to suspend performance of the contract until the client has fulfilled the obligation referred to in paragraph 1.
4 If the client fails to fulfill the obligation referred to in paragraph 1 or 2, the contractor has the right, without any notice of default or judicial intervention being required, to return the contract. The client bears the burden of proof that it has fulfilled the obligation referred to in paragraph 1 or 2.
5 If and to the extent that the client so requests, any data and items made available shall, subject to the provisions of Article 17, be returned to the client upon completion of the assignment.
6 The contractor is obligated to ensure the careful storage of items and/or data originating from the client. Unless the contrary is proven, the contractor is deemed to have fulfilled this obligation.
7 The risk of damage to or loss of the items and/or data stored by the contractor or third parties expressly lies with the client, unless the client proves intent or gross negligence on the part of the contractor.
8 The client shall indemnify the contractor against all claims by third parties relating to the damage to or loss of the items and/or data referred to in the preceding paragraphs.

Article 6: LIABILITY
1 To the extent permitted by law, the contractor’s liability is excluded for all direct and indirect damages suffered by the client that are in any way related to, or caused by, the failure to perform the assignment, or the failure to perform it in a timely or complete manner in accordance with the agreement, unless it can be demonstrated that this failure to failure to perform, or failure to perform in a timely or complete manner in accordance with the agreement, would not have occurred under the relevant circumstances with normal professional expertise, due care, and in the normal course of business. In that case, liability is limited to the amount paid out by the contractor’s (liability) insurance for the damage.
2 The contractor shall at all times have the right, if and to the extent possible, to remedy or limit the client’s damage without the client’s prior consent.
3 The client’s claim against the contractor to hold the latter liable for the damage referred to in paragraph 1 shall be barred by the statute of limitations one year after the damage occurred.
4 The contractor’s liability for damage to and caused by motor vehicles and other property of the client is excluded, except if and to the extent that the contractor is insured for such damage, in which case liability is limited to the amount paid out by the contractor’s (liability) insurance for the damage.
The client shall indemnify the contractor against all claims that are not eligible for compensation under the above provision.
5 Notwithstanding paragraph 1, the risk of damage to or loss of goods and/or data during transport or shipment shall always rest with the client, regardless of whether the transport or shipment is carried out by or on behalf of the client, the contractor, or third parties, unless there is intent or gross negligence on the part of the contractor. The terms “transport” and “shipment” also include the transmission of data via the (mobile) telephone network and any comparable transmission using any technical means.
6 If the client makes changes to, on, or in goods manufactured by the contractor, or attaches those goods to or on other goods without consulting the contractor, any damage occurring thereafter (unless the client provides evidence to the contrary) shall be deemed to have been caused by such changes and shall therefore also be at the client’s expense and risk.
7 If the client fails to take delivery of the goods and/or data to be delivered by the contractor within thirty days after termination of the contract and payment of the amount due in respect of that contract, these shall be stored at the client’s expense and risk from that moment onward.
8 The client shall indemnify the contractor against all claims by third parties that are directly or indirectly, immediately or indirectly related to the work or deliveries arising from the assignment and for which the contractor cannot be held liable in accordance with this Article 6.
9 The client shall never have the right to return the goods and/or data to the contractor, unless the contractor has agreed to this in advance in writing (including by email).
10. No claim for intangible consequential damages may be made in connection with our products, lettering, or installations.

Artikel 7: WIJZE VAN UITVOERING OPDRACHT
1 De opdrachtnemer zal de werkzaamheden op zorgvuldige wijze, overeenkomstig de eisen van goed vakmanschap, uitvoeren. De opdrachtnemer bepaalt de wijze waarop de gegeven opdracht wordt uitgevoerd. Als de opdrachtgever daarom vraagt, moet de opdrachtnemer hem informeren over de wijze waarop aan de uitvoering vormgegeven wordt, tenzij dat redelijkerwijs niet van de opdrachtnemer kan worden verlangd.
2 Indien de opdracht het plaatsen of bevestigen omvat van constructies, reclameborden, lichtbakken en dergelijke, dient de opdrachtgever er zorg voor te hebben gedragen dat eventueel benodigde vergunningen zijn verleend en dat tijdig en op voorhand aan alle overige wettelijke of andere vereisten is voldaan. De opdrachtgever vrijwaart de opdrachtnemer voor alle aansprakelijkheid voor schade en vorderingen dienaangaande van de betrokken autoriteiten of andere derden die mocht ontstaan indien dergelijke vergunningen, wettelijke of andere vereisten ontbraken. Voorts kan uit deze omstandigheid niet worden afgeleid dat de opdrachtnemer aan enigerlei uit de overeenkomst voortvloeiende verplichting niet zou hebben voldaan en zal de opdrachtnemer in geval van zulke omstandigheid het recht hebben de overeenkomst met onmiddellijke ingang, zonder recht op de schadevergoeding in hoofde van de opdrachtgever, te beëindigen dan wel op te schorten lastens de opdrachtgever.
3 De opdrachtgever staat ervoor in dat zaken, waaraan of waarop in de opdracht begrepen zaken moeten worden aangebracht, hiervoor geschikt en (of) voorbereid zijn. De opdrachtgever heeft daarin een eigen onderzoeks- en zorgplicht, en de opdrachtnemer heeft daarin geen taak of verantwoordelijk, en ook geen eigen onderzoeksplicht. Indien de opdrachtgever dit noodzakelijk acht kan hij gebruik maken van de informatieverstrekking conform lid 1 van dit artikel 7. Met betrekking tot inherent kwetsbare zaken als bijvoorbeeld ruiten geldt dat bij of kort na de met de opdracht samenhangende werkzaamheden optredende beschadigingen geacht worden te zijn veroorzaakt door de ongeschiktheid van die zaken voor de opdracht en niet door de wijze waarop de opdracht is uitgevoerd. De opdrachtgever aanvaardt dat het resultaat van de werkzaamheden en (of) leveringen afhankelijk kan zijn van de (omgevings)temperatuur en (het oppervlak) van zaken waarop de sign moet worden aangebracht.
4 Indien en voor zover de opdracht werkzaamheden omvat met betrekking tot stellages die in de bodem verankerd zijn of worden, staat de opdrachtgever ervoor in dat er geen kabels, leidingen, buizen, stol of andere obstakels ter plekke in de bodem aanwezig zijn. De opdrachtgever heeft op dit punt een onderzoeks- en mededelingsplicht en de opdrachtnemer niet. Tenzij uitdrukkelijk anders is overeengekomen geldt tussen de opdrachtnemer en de opdrachtgever steeds dat de stellage minimaal ‘anderhalf maal de hoogte van de stellage’ vanaf de openbare weg wordt geplaatst. De opdrachtgever staat er voor in dat het terrein (nagenoeg) vlak is, verhard is en dat er geen obstakels, begroeiing of andere zaken aanwezig zijn die de uitvoering van de werkzaamheden zouden kunnen bemoeilijken. Indien de opdrachtnemer zulks nodig zou achten, is hij vrij zonder toestemming van de opdrachtgever dergelijke zaken te (laten) verwijderen, welke werkzaamheden als meerprijs bij de opdrachtgever in rekening zullen worden gebracht.
5 De opdrachtgever is gehouden ervoor te zorgen dat voorafgaandelijk wordt voldaan aan de toepasselijke wetgeving of andere relevante regelgeving, zoals bijvoorbeeld, doch niet beperkt tot, de naleving van het VLAREM en de verkeerswetgeving. De opdrachtgever zal de opdrachtnemer onverwijld en voorafgaandelijk informeren van de toepassing van zulke wetgeving en is voor de naleving ervan uitsluitend aansprakelijk.
6 Indien op verzoek van de opdrachtgever de opdrachtnemer de opdracht uitvoert met behulp of met verwerking van door de opdrachtgever aangeleverde materialen of halffabrikaten, gebeurt zulks geheel voor risico van de opdrachtgever. Met name, maar daartoe uitdrukkelijk niet beperkt, betreft dit houdbaarheid, hechting, slijtvastheid, licht- en kleurechtheid van de door de opdrachtnemer op dergelijke wijze vervaardigde of bewerkte zaken.
7 De opdrachtgever is gehouden de opdrachtnemer tijdig en op voorhand op bijzondere moeilijkheden of gezondheidsrisico’s tijdens de bedrukking of bewerking van de door hem aangeleverde materialen en producten te wijzen.
8 Als de opdrachtnemer van oordeel is dat niet voldaan is aan de vereisten van lid 1-7, mag hij de uitvoering van de opdracht opschorten. Dit komt voor risico van de opdrachtgever. Uit dit artikel kan geen onderzoeksplicht van de opdrachtnemer worden afgeleid.
9 De opdrachtnemer heeft het recht zonder kennisgeving aan de opdrachtgever de opdracht of onderdelen daarvan uit te besteden aan of te laten verrichten door niet bij hem in dienst zijnde derden, indien dit zijns inziens een doeltreffende of doelmatige uitvoering van de opdracht bevordert.

Article 8: FORCE MAJEURE
1 If the contractor is unable to fulfill its obligations under the agreement, or is unable to do so on time or in full, as a result of a cause not attributable to it, including but not limited to war and the threat of war, mobilization, civil war, terrorism, riots, hostilities, theft, fire, extreme temperature fluctuations, water damage, flooding, earthquake, epidemic, pandemic, and other natural disasters, business closures, confiscation, and other government measures (whether or not related to any of the events listed here), strikes, transportation disruptions, machinery malfunctions, failure by third parties to supply necessary materials, semi-finished products, or data, disruptions in the supply of energy, and reduced access to data—all of which may occur either within the contractor’s business or at third parties engaged by the contractor—such obligations shall be suspended until the contractor can reasonably be expected to fulfill them in the agreed-upon manner.
2 If, due to government regulations or the contractor’s safety considerations, the contractor cannot reasonably be expected to (continue to) perform the assignment under any circumstances, the contractor has the right to suspend the performance of its obligations until the contractor can reasonably be expected to fulfill them in the agreed manner.
3 In the event that a situation as referred to in paragraph 1 or paragraph 2 of this article arises, the client does not have the right to terminate the agreement in whole or in part, nor does the contractor incur any obligation to compensate for any damages in such cases. The contractor’s delivery period shall be extended free of charge in accordance with the suspension.
4 If a situation of force majeure persists for more than 5 calendar days without interruption, the contractor has the right to consider the agreement terminated in whole or in part, without the client being entitled to claim damages, even if the contractor should derive any benefit as a result of the force majeure.

Article 9: DESIGNS, TESTS, AND PROOF PRINTS
1 The client is obligated to carefully and immediately inspect the designs, tests, (proof) prints, and/or (prototype) models made available to it by the contractor for review to check for errors and defects, and to communicate its assessment to the contractor.
2 Approval by the client or the absence of an objection within a short and reasonable period after receipt shall constitute acknowledgment that the contractor has performed the work related to the designs, tests, (proof) prints, and/or (prototype) models in accordance with the assignment.
3 Any design, test, (proof) print, and/or (prototype) model produced at the client’s request will be charged in addition to the agreed-upon price, unless it has been expressly agreed that the costs thereof are included in the price.

Article 10: COPYRIGHT, ETC.
1 The client warrants to the contractor that the performance of the assignment will not infringe upon copyrights, design rights, trademark rights, or other intellectual property rights of third parties, or rights derived therefrom, nor any other right under the Belgian Code of Economic Law, Book XI, or the Benelux Convention on Intellectual Property, or other national, supranational, or international regulations in the field of copyright or intellectual property law, or the law relating to any other right of third parties. The client shall indemnify the contractor, both in and out of court, against all claims that third parties may assert pursuant to these laws or regulations, as well as for all costs associated with the defense against such claims.
2 All items and works created during the performance of the assignment are presumed to have been created in their entirety and exclusively in accordance with the contractor’s own ideas. The contractor is therefore the sole owner of any copyright or other intellectual property right arising from all items and works produced during the performance of the assignment, as well as from the end products referred to in the assignment.
3 All intellectual property rights to methods, advice, etc., originating from the contractor or used by the contractor shall (continue to) belong expressly to the contractor both during and after the performance of the assignment, regardless of the extent to which the client itself or third parties engaged in the performance of the assignment contributed to their creation. To the extent necessary, the client hereby automatically and without any formality assigns to the contractor all intellectual property rights that the client might still acquire through the performance of the agreement. The provisions of this paragraph also apply if the relevant work or items are listed as separate items on the quotation, in the offer, or on the invoice.
4 The client acquires only a right of use, which is furthermore limited to the delivered goods and/or data included in the assignment. More specifically, the result of any work through which intellectual property rights have arisen may neither be made available to third parties for processing or reproduction nor may it be processed or reproduced by the client itself. The exercise of these rights—including the disclosure or transfer of data—is expressly reserved exclusively for the contractor as the sole owner of the intellectual property rights, both during and after the performance of the contract.
5 In the event of a violation of the provisions of paragraph 3, the client shall owe the contractor an immediately payable penalty of
€2,000 per violation and €250 per day (or part thereof) that the violation continues, without any notice of default being required, and without prejudice to the contractor’s right to compensation from the client for all damages incurred by the contractor as a result.

Article 11: PRICES; INVOICING AND COSTS
1 The contractor does not charge any fees for drafting proposals and preparing quotations, unless specific research is required for this purpose. In that case, a statement will be provided in advance detailing the scope of the contractor’s work and the associated costs that will be charged.
2 Unless otherwise agreed in writing (including by email), the amount charged for the work performed by the contractor shall be calculated according to the contractor’s standard rates. If the assignment includes design work, all work related to its preparation shall also be charged.
3 Costs arising from or related to additions and changes to the assignment shall be borne by the client. Such price increases shall be deemed to have been accepted in advance by the client, at the very least as soon as the additions and changes to the assignment were implemented.
4 The costs incurred by the contractor shall be billed to the client. These costs may include, but are not limited to, the prices of the materials to be processed, invoices from third parties engaged, and transportation, shipping, and insurance costs.
5 Deliveries exceeding or falling short of the agreed-upon quantity are permitted provided they do not exceed or fall short by more than ten percent. The excess or shortfall in delivery will be billed.
6 All rates are exclusive of any applicable taxes and other government-imposed levies, such as VAT. These will be listed separately on the invoice and are the responsibility of the client.
7 If, after the conclusion of the agreement and prior to the agreed delivery date, factors unknown at the time of the agreement’s conclusion cause the prices of raw materials, wages, or any other price-determining factors have changed beyond the contractor’s control—and the contractor can substantiate this in writing—the contractor is entitled to adjust the rates agreed upon for the assignment accordingly and without consultation with the client, provided that the increase does not exceed ten percent of the agreed-upon principal amount. This percentage will not be exceeded without further consultation with the client, during which a decision may be made to revise the assignment.
8 If the contractor suspends or terminates the performance of the assignment pursuant to these general terms and conditions or common law, the contractor is entitled to full payment for work performed and costs incurred up to the time of suspension or termination.
9 Our products are white by default and are printed in color.

Article 12: OWNERSHIP OF SEMI-FINISHED PRODUCTS, MEANS OF PRODUCTION, ETC.
1 All items manufactured by the contractor in connection with the performance of the contract, such as means of production, semi-finished products, and auxiliary materials, shall remain the property of the contractor, even if they are listed as separate items in the quotation, the offer, or the invoice.
2 The contractor is not obligated to transfer the items referred to in the first paragraph to the client.
3 The contractor is not obligated to store for the client the items referred to in the first paragraph, nor any scraps, such as cutting waste, etc., from the materials and products supplied by the client for the assignment. If the contractor and the client agree in writing in advance that these items will be stored by the contractor, this shall be for a period not exceeding one year and without the contractor guaranteeing their suitability for repeated use. The costs thereof shall be borne by the client.

Article 13: DELIVERY AND DELIVERY TERMS
1 Unless otherwise agreed in writing, the delivery of goods shall take place at the location where the contractor conducts its business. Digital deliveries shall be made to the email address provided by the client for that purpose, or (at the client’s risk) by uploading to an external server, or by making the goods available on the server of the contractor or an agent acting on the contractor’s behalf.
2 A delivery period specified by the contractor is merely indicative, unless it is expressly stated in writing that the period is binding. Even in the case of a binding deadline, the contractor is not in default until the client has given written notice of default.
3 The contractor’s obligation to adhere to a binding deadline ceases if and as soon as the client modifies the order, unless the minor nature of the modification or the short duration of the delay does not reasonably require the contractor to alter the initial schedule for the deployment of production capacity that it had planned. The burden of proof in this regard rests with the client.
4 During the contractor’s performance of the agreement, the client is obligated to do everything that is reasonably necessary or desirable to enable the contractor to deliver on time.
5 In the event of the client’s failure to comply with the provisions of the preceding paragraph, the contractor’s obligation to perform the agreed-upon service within the initially binding delivery period shall lapse. This obligation also ceases if the client fails to fulfill its obligations as described in Articles 9 and 17. It also ceases in the situations described in Articles 4, 8, and 18.

Article 14: INSPECTION UPON DELIVERY; NONCONFORMITIES
1 The client is obligated to thoroughly verify, immediately upon delivery of the services and/or goods and/or data, whether the contractor’s performance is sound and in accordance with the contract. The contractor’s performance is presumed to have been carried out properly and in accordance with the assignment if the goods are accepted without objection within three business days of delivery.
2 The contractor’s performance shall always be deemed by the parties to be sound and in accordance with the order, even before the expiration of the three business days referred to in paragraph 1, if, after delivery, the client has put the delivered goods or a portion thereof into use, has processed or worked them, has delivered them to third parties, or has caused them to be put into use or processed by third parties.
3 This article also applies to orders that include the assembly, disassembly, or transportation of goods.
4 Minor deviations—including deviations in color or screen display—from the performance specified in the order or from a design, test, (proof) print, and (or) (prototype) model are acceptable, do not affect the conformity of the performance, and therefore do not constitute grounds for, for example, rejection, a price reduction, termination of the agreement, or compensation.
5 Deviations which, taking all circumstances into account, reasonably have no or only a minor impact on the (use) value of the delivered goods shall always be deemed to be deviations of minor significance within the meaning of the preceding paragraph of this article.

Article 15: COMPLAINTS
1 The client must notify the contractor in writing of any complaint regarding the work performed by the contractor, the goods delivered, or the invoice amount within three business days of the delivery date or the invoice date, respectively. If scaffolding or an aerial work platform was used during delivery or installation, a complaint must in any case be submitted before such equipment is removed.
2 In the cases referred to in the second and third paragraphs of Article 14, the client shall never have any right to file complaints.
3 Upon the expiration of the time limits specified in the first paragraph, the right to file complaints shall lapse. Any late complaint will be deemed automatically rejected.
4 A complaint shall in no event suspend the client’s obligation to pay.
5 In the event of a justified complaint, the contractor may, to the extent permitted by law, choose between (i) adjusting the amount of its invoice, (ii) correcting or re-performing the rejected work, and (iii) replacing or modifying (the defective or damaged part of) the delivered goods. If necessary, the client shall, at the contractor’s request, return the goods to be replaced or adjusted to the contractor within 5 business days; failing to do so, the contractor has the right to terminate the agreement (to the extent reasonably possible).

Article 16: WARRANTY
1 The following are expressly excluded from any warranty on goods or work delivered by the contractor: normal wear and tear (including gradual discoloration, chalking, and loss of luster), reduction in usability and diminishing compatibility due to technological advances or other causes, any form of damage arising during or after the client’s own application of self-adhesive materials, damage caused by improper or careless use, and damage arising after or as a result of modifications made by the client or third parties after delivery.
2 The contractor guarantees the soundness of the construction of the delivered goods or works for a period of up to three months after delivery, but in no event extending beyond the warranty provided to the contractor by its supplier.
3 The costs of equipment used for warranty work, such as scaffolding and aerial work platforms, are in no case covered by the warranty and are at the client’s expense.
4 With regard to the warranty, only the provisions set forth herein shall apply, except to the extent that the client and the contractor have agreed otherwise in writing (including by email).

Article 17: PAYMENT
1 The contractor determines the terms of payment. The contractor is free to require a down payment before commencing work on the assignment. If no down payment has been agreed upon in advance, the following applies.

Payment of the invoice amount by the client must be made within fourteen days of the invoice date, in euros, at the contractor’scontractor or by bank transfer to a bank account designated by the contractor, in which case payment shall be deemed to have been made only upon receipt of confirmation from the relevant financial institution that the invoice amount has been credited to the designated account. However, payment must be made in cash upon delivery if the client is a natural person who is not acting in the course of a profession or business. Payment is made net. The client is not permitted to set off, suspend, or withhold any portion of the amount due for any reason whatsoever.
2 In the event of an agreed-upon delivery in installments, the contractor is entitled, upon delivery of the first installment, to demand payment not only for that installment but also for all costs incurred for the entire assignment, such as those for designs, (print) proofs, and films.
3 If the client has not paid in full within the period specified in paragraph 1, the client is automatically in default. In such a case, all claims that the contractor has against the client become immediately due and payable, and the (business) client, without notice of default and by operation of law, shall owe interest thereon from that moment at the interest rate in accordance with the Act of August 2, 2002, concerning late payment in commercial transactions, or – _if the client is a consumer, at the contractual interest rate of 12%, all of which is without prejudice to the contractor’s further rights. Furthermore, in the event of late payment, the client shall automatically, without notice of default and by operation of law, owe the contractor a lump-sum penalty in the amount of 15% of the principal sum, with a minimum of 75.00 EUR.
4 If the client has not paid within the period specified in paragraph 1, the contractor may, without any formalities, on the basis of the “exceptio non adimpletu contractus,” suspend the performance of any order pending payment of the full outstanding debt by the client.
5 All judicial and extrajudicial costs related to the collection of any claim by the contractor against the client shall be borne by the client.
6 Payments to the contractor shall first be applied to the settlement of accrued interest, the liquidated damages clause, and any other collection costs, and only thereafter to the settlement of the longest-outstanding claim (invoice).
7 The surcharges referred to in paragraphs 3 and 5 shall exclusively serve as compensation for damages resulting from delay. In addition to this compensation, the contractor may claim damages for any other losses incurred.
8 If the contract was awarded by or on behalf of more than one client, all clients are jointly and severally liable for the fulfillment of the obligations set forth in this article, regardless of the name on the invoice.

Article 18: RIGHT OF RETENTION, RESERVATION OF TITLE AND SECURITY INTEREST
1 The contractor is authorized to withhold from the client or third parties any goods belonging to the client that are in the contractor’s possession, as well as any goods assembled or manufactured by the contractor on behalf of the client, until the client has fulfilled all of its obligations toward the contractor.
2 Full title to goods delivered by the contractor to the client remains unconditionally with the contractor until the client has fulfilled all of its obligations toward the contractor arising from the contract.
Until that time, the client shall not dispose of the aforementioned goods in any way. Structures attached to or on (real) property are deemed by the parties to be movable, non-integral items, so that the retention of title remains in effect.
3 The client grants the contractor a security interest in all of the client’s property and data that have been placed under the contractor’s control by the client in connection with the performance of the contract, as additional security for all amounts the client may owe the contractor in any capacity and on any grounds whatsoever, including non-due and conditional debts.

Article 19: Miscellaneous
1. These terms and conditions may be referred to in short as “SI’BON Sign Terms and Conditions 2021.” They may be viewed and downloaded from www.sibon.be.
2. All quotations, offers, orders, and agreements, as well as any disputes arising therefrom, are governed exclusively by Belgian law. Quotes, offers, orders, and agreements are deemed to have been made, issued, concluded, and performed in Belgium, respectively.
3. The courts and tribunals of the district of Antwerp have exclusive jurisdiction to hear disputes.