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Terms and conditions of sale

1. Definitions 

- Agreement: means the Order, the Order Confirmation and the Service Level Agreement; 

- Customer: the natural person who concludes the Agreement or the legal entity in whose name a representative or a proxy concludes the Agreement within the framework of professional activities; 

- General Terms and Conditions: these general terms and conditions of Sprimoglass; 

- Order: means an order for Products made by the Customer by e-mail or Electronic Data Interchange (“EDI”) on the basis of either the Service Level Agreement or a separate Price Quotation by Sprimoglass; 

- Order Confirmation: means the written acceptance of the Order by Sprimoglass; 

- Price Quotation: means a price quotation for the Products issued by Sprimoglass upon request of the Customer, as specified further in article 3.2; 

- Products: the products manufactured by Sprimoglass (flat glass); 

- Service Level Agreement: the service level agreement, including a price list and detailed information regarding the Products, provided by Sprimoglass to the Customer; 

- Sprimoglass: Sprimoglass, a limited liability company (naamloze vennootschap/société anonyme) incorporated and existing under Belgian law, with registered office at Rue de Louveigné 94-96, 4140 Sprimont, registered in the Crossroads Bank of Enterprises under number 0414.922.943 (RLE Liège, section Liège); and 

- Warranty: has the meaning given to it in article 10.1 of these General Terms and Conditions. 

2. General 

2.1. Without prejudice to any other special terms and conditions agreed upon in a separate written agreement, each Price Quotation, Order, Order Confirmation, invoice and the Service Level Agreement between Sprimoglass and the Customer is subject to the provisions of these General Terms and Conditions. 

2.2. In the event of discrepancy between the Service Level Agreement, the Order Confirmation, the General Terms and Conditions, the Price Quotation or the Order, the following documents shall have priority according to the ranking mentioned hereafter: (i) the Order Confirmation, (ii) the General Terms and Conditions, (iii) the Price Quotation, (iv) the Service Level Agreement and (v) the Order. 

2.3. The Customer has previously been informed of these General Terms and Conditions and accepts them. The Customer’s general terms and conditions are not applicable. 

3. Formation of the Agreement 

3.1. The Customer acknowledges that the Service Level Agreement is provided to inform the Customer of standard applicable prices and Product specifications. Such Service Level Agreement is binding upon both the Customer and Sprimoglass and may be used by the Customer to place an Order. 

3.2. In the event of large projects (i.e. projects with a surface of more than one hundred fifty (150) square meter) the Customer may request a separate Price Quotation from Sprimoglass. All Price Quotations of Sprimoglass are valid for a period of thirty (30) calendar days as of the date of the Price Quotation. Within this period of thirty (30) calendar days, the Customer may validly place an Order on the basis of the prices mentioned in the Price Quotation. In the event an Order is placed by the Customer after such period of thirty (30) calendar days, Sprimoglass reserves the right to amend the prices and confirm such amended prices in a new Order Confirmation. 

3.3. The Customer undertakes to submit an Order preferably by means of EDI. If the Customer fails to do so, unless explicitly stated otherwise in the Service Level Agreement, Sprimoglass reserves the right to charge the Customer an additional amount equal to one percent (1%) of the total Order amount, to cover administrative costs incurred by Sprimoglass. 2 

3.4. Sprimoglass will upon receipt of an Order, provide the Customer with an Order Confirmation by e-mail. The Customer acknowledges that an Order Confirmation is provided in order to verify that all details of the Order are correctly mentioned in the Order Confirmation. The Order Confirmation is binding upon the Customer, except to the extent that the Customer has informed Sprimoglass of any errors in the Order Confirmation within a period of twenty-four (24) hours of receipt of the Order Confirmation. All prices and Product characteristics, mentioned in the Order Confirmation, are binding upon both Sprimoglass and the Customer, and can not be modified, except by mutual agreement. 

3.5. Agreements may only be cancelled by the Customer within forty-eight (48) hours of receipt of the Order Confirmation. In such case the Customer will be liable to pay Sprimoglass liquidated damages in a lump sum amount of ten percent (10%) of the amount of the Order Confirmation, with a minimum value of one hundred twenty-five (125) euro, without prejudice to any right of Sprimoglass to claim additional damages if it can establish that it has incurred a prejudice exceeding such amount. Any cancellation after such time period, entitles Sprimoglass to invoice the entire amount of the Order Confirmation. 

4. Prices 

4.1. The prices applied by Sprimoglass in the Order Confirmation are always unit prices per square meter. In the event that Sprimoglass provides any other unit, budget or estimated overall prices in the Service Level Agreement or any other document, such prices are indicative. 

4.2. The Customer acknowledges and accepts that in establishing the prices in the Order Confirmation, measurements of length and width of the Products are rounded up to the next centimetre. Measurements of the surface area are rounded up to the nearest dm², with a minimum of fifty (50) dm² per volume. All irregularly-shaped Products are measured according to the dimensions of the smallest surrounding rectangle in accordance with the provisions of the NBN B 06-001 standard. 

4.3. The prices applied by Sprimoglass do not include VAT and do not include any additional services that may be provided by Sprimoglass (either on the specific request of the Customer or if deemed necessary by Sprimoglass), including but not limited to the supply of racks, cleaning of glass, packaging, transport, shipping or insurance. The costs associated with such services are mentioned in the Service Level Agreement and will always be borne by the Customer. 

4.4. Unless stated otherwise on the invoice or the Order Confirmation, costs regarding transport of the Products are included in the prices if and to the extent that (i) the transport consists of a delivery of at least fifty (50) m² of Products, (ii) the delivery takes place at the premises of the Customer (and not at a construction site) and (iii) the delivery takes place in Belgium. Any costs for transport outside the aforementioned parameters are not included in the price and shall be invoiced separately by Sprimoglass, in accordance with the terms of the Service Level Agreement. 

4.5. Sprimoglass reserves the right to invoice additional costs regarding the supply of racks. Unless explicitly stated otherwise in the Service Level Agreement, Sprimoglass applies a rental fee of three (3) euros (excluding VAT) per rack and per working day if the racks are still at the disposal of the Customer after a period of forty-five (45) working days after the delivery date of the Products. As from a period of ninety (90) working days after the delivery date, Sprimoglass applies a rental fee of ten (10) euros (excluding VAT) per rack and per working day. 

In the event of lost racks, Sprimoglass shall be entitled to invoice, in addition to aforementioned rental fees, an amount of seventy hundred fifty (750) euros (excluding VAT) per lost rack. 

4.6. Parties may agree to apply a cash discount. If applicable, such cash discount must be stated in the Service Level Agreement or the Order Confirmation. 

4.7. Sprimoglass may, by giving prior written notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to any foreign exchange fluctuations, increases in taxes and duties, increases in labour costs, raw materials and other manufacturing costs. 

5. Payment 

5.1. Unless indicated otherwise in writing on the invoice or Order Confirmation, all invoices are payable within thirty (30) calendar days as of the invoice date. 3 

5.2. Notwithstanding article 5.1., Sprimoglass reserves the right to request a cash payment of (part of) the invoice amount by the Customer prior to delivery of the Products. 

5.3. Any invoice not paid, in full or in part, on the due date, shall legally and without prior notice, result in delay interests on the outstanding invoice amount at the statutory interest rate as from the due date in accordance with the Law of August 2, 2002 on combating late payment in commercial transactions, as amended from time to time, whereby each month started will count for an entire month. 

5.4. Any late payment by the Customer furthermore authorizes Sprimoglass to charge an administration fee of ten percent (10%) of the invoice amount, with a minimum of one hundred twenty-five (125) euros. This administration fee remains due upon (late) payment of the principal invoice sum. Late payment or failure to pay an invoice by its due date entitles Sprimoglass to postpone or suspend production or the delivery of the Products to the Customer until full payment of the outstanding payable invoices. All costs resulting from enforcing payment through courts or otherwise, including legal fees, will be borne by the Customer. 

5.5. Failure to timely pay any invoice by its due date makes all other invoices immediately due and payable. 

5.6. All Products shall remain the property of Sprimoglass until full payment of all invoice amounts, including costs and interests, if any. The Customer is not authorized to charge, pledge, dispose or otherwise modify the Products until full payment of all aforementioned amounts. The risk of the Products is transferred to the Customer at the moment of delivery of the Products to the Customer. 

6. (Electronic) invoicing 

6.1. The Customer expressly agrees to receive invoices for their Orders electronically and agrees that the invoices will no longer be sent on paper by regular mail. The electronic invoice will be the only original copy and will have the same legal value as an ordinary invoice on paper. 

6.2. Invoices are sent by email to the email address(es) provided by the Customer. 

6.3. The Customer undertakes to provide correct invoicing information to Sprimoglass and to adapt such information or communicate it to Sprimoglass whenever it changes. Sprimoglass is not responsible for erroneous communications if the Customer provides incorrect information or the information is outdated. 

6.4. Sprimoglass' electronic transmission services may be interrupted from time to time for a.o. maintenance work. Such interruptions will be announced in advance whenever possible. Sprimoglass does not guarantee a continued availability of the electronic transmission services and can therefore not be held liable for any interruptions, whatsoever. 

6.5. The Customer is solely responsible for consulting, checking and conserving its electronic invoices. 

6.6. The Customer may terminate the electronic invoicing system by informing Sprimoglass thereof by e-mail or registered letter. In the event of termination, invoices will no longer be sent electronically. Paper versions will be sent by regular mail to the address given to Sprimoglass by the Customer. A fee of two (2) euros per invoice will be charged to the Customer for this purpose. 

7. Delivery and transport 

7.1. Unless explicitly stated otherwise in writing, Sprimoglass will deliver the Products to the Customer at the location indicated in the Order Confirmation. Upon request of the Customer and subject to approval by Sprimoglass, the Products may be verified by the Customer at the premises of Sprimoglass, and on the date confirmed by Sprimoglass, prior to transport for delivery. 

7.2. Notwithstanding article 7.1., the Customer may collect the Products at the premises of Sprimoglass upon prior written agreement between Sprimoglass and the Customer. However, the Customer shall in such case not be entitled to any reduction of the price as mentioned in the Order Confirmation. 

7.3. The Order Confirmation states an indicative delivery date. This date of delivery shall not be considered to be binding upon Sprimoglass. Any delay in delivery of the Products cannot give rise to any penalties, compensations or a cancellation of the Order by the Customer. 

7.4. Sprimoglass authorizes the Customer to delay the delivery of an Order that is ready for a maximum period of fifteen (15) calendar days from the initially scheduled delivery date. The Customer explicitly acknowledges and agrees that in such case the risk to the Products is transferred from Sprimoglass to the Customer as of the initially scheduled delivery date. Once the aforementioned period of fifteen (15) calendar days expires, Sprimoglass will invoice the Products and storage costs until the Products are delivered or collected. 

7.5. By accepting these General Terms and Conditions, the Customer acknowledges to have read and accepted Sprimoglass' regulations on racks and transport, as set out in the Service Level Agreement. 

8. Manufacturing – Composition of the Products 

8.1. Sprimoglass manufactures the Products with the greatest care, using generally accepted industry standards as set out in these General Terms and Conditions. However, the manufacturing of the Products may be subject to risks of unforeseeable circumstances and variations in raw materials. 

8.2. Sprimoglass' work is performed according to the NBN S23-002 standards, NBN EN 12150 standards, NBN EN 1279 standards, the specifications for private work (number 22) issued by the CNC (the French national consumer council), the CSTC (the Belgian building research institute) and the FAB (the Belgian architecture federation) as well as the NIT 214 and their addenda and updates (published by the CSTC). 

8.3. The Customer acknowledges and accepts that Sprimoglass and Sprimoglass’ suppliers take into account the minimum requirements specified by note FIV/VGI 03 (NIT 214) in terms of dimensions, thickness, flatness, colors, optical quality and visual defects for glass. 

8.4. In the event that the Customer request a review of the composition of the Products, such review is only provided for information purposes. Sprimoglass cannot be held liable for any non-compliance of applicable norms in this respect. Such review is performed on the basis of the following standards: 

  1. Review of the composition - wind resistance
    1. Review according to: 
      1. NBN S23-002: 2017 
      2. Eurocodes
    2. The exposure area must be indicated by the Customer. If the Customer fails to indicate such exposure area, a speed of twenty-five (25) meters per second and a height of ten (10) meters as standard reference are taking into account. 
    3. c. The review is an indication in relation to the instruments and resources, at the disposal of Sprimoglass (Vitralys, Vitrages Décisions, Mepla, or other calculation methods of the suppliers of Sprimoglass). 
  2. Review of the composition - acoustics
    1. Sprimoglass has tested glazing of which a PV can be delivered for some compositions, to be agreed upon with the Customer. 
    2. Other compositions can be estimated, without any guarantee of result. 
  3. Review of the composition - safety
    1. Sprimoglass can provide advice in Belgium in relation to the NBN S23-002, however the final choice of Products is made by the Customer. 
    2. Unless otherwise agreed in writing, Sprimoglass assumes that the Products are placed with a height of the filling element of more than ninety (90) centimeters without “garde corps” function. 
    3. Sprimoglass takes into account an earthquake area of zero. 

9. Templates 

9.1. In the event that the Customer provides templates, drawings or models, the Products shall be manufactured in accordance with such drawings, templates or models, subject to the explicit reference of such drawings, templates or models dimensions in the Order Confirmation. If the Customer provides templates, such templates must be provided either digitally or in a solid format (e.g. firm cardboard) with dimensions that correspond to the actual dimensions of the ordered Products. The Customer shall provide any accompanying dimensional plans, as requested by Sprimoglass in this respect. 

9.2. If the Customer does not reclaim its templates, drawings or models within a period of three (3) months after the delivery date of the Products, manufactured in accordance with such templates, drawings or models, the templates, drawings, models and accompanying dimensional plans become the exclusive property of Sprimoglass, that may use or dispose such templates, drawings and models at its sole discretion, without the right of the Customer to reclaim them or to ask any compensation for the transfer of any intellectual rights in respect of such templates, drawings or models. 

9.3. All intellectual property rights in relation to templates, drawings and models applied and/or used for the manufacturing and sale of the Products by Sprimoglass remain its exclusive property. 

10. Warranty

10.1. No warranty relating to the Products, except the warranty that: 

(i) the Products are compliant with what was indicated in the Order Confirmation; 

(ii) the Products have been manufactured in accordance with the industry standards as set out in article 8.2 and 8.3 of these General Terms and Conditions; and 

(iii) there is no reduced visibility through condensation and deposits of dust on the internal surface due to defects in the hermetic seal of the Products for a period of ten (10) years after the date of delivery with respect to insulation glass and, except if otherwise stated in the Service Level Agreement, for a period of three (3) years after the date of delivery with respect to structured lattice glass or glass with built-in blinds, except that for colored non-tempered glass no such warranty sub (iii) is given (the “Warranty”). 

10.2. The Warranty will not apply if any of the following has occurred: failure to make a valid Warranty claim in accordance with article 10.6.; improper handling, cutting, transportation, modification or repair; accident, abuse or improper use; improper installation or maintenance not in line with the technical instructions of Sprimoglass (especially with respect to solar control and laminated glass); force majeure; negligence, lack of supervision or of maintenance on the part of the Customer and normal wear and tear. 

10.3. This Warranty shall not apply in the event of a defect caused either by materials or accessories supplied by or services rendered by the Customer; by a specific quality, design, template, drawing, model, source or type of glass, specific execution process imposed by the Customer, or by an intervention by a person or entity which is not authorized or qualified for carrying out such intervention. 

10.4. Except for the Warranty, Sprimoglass disclaims any and all representations and warranties of any kind, express or implied, including the implied warranties of merchantability and fitness for a particular purpose, all design warranties and all performance warranties and the above shall exclusively describe Sprimoglass’ obligations with regards to the quality of the Products sold. 

10.5. Except for the Warranty provided in accordance with article 10.1. (iii), the period of validity of the Warranty will start upon the date of delivery by Sprimoglass and shall expire: (i) on the date of installation of the Products; or (ii) after a period of three (3) months in the event of a renovation project or after a period of six (6) months in the event of a new build project, whichever event occurs earlier. 

10.6. For any Warranty claim to be valid: 

- The claim shall be made via the web portal SynerBo, as further detailed in the Service Level Agreement. 

- The Customer must inform Sprimoglass of any apparent defect, anomaly or mismatch between the delivered Products and the Order confirmation, immediately and ultimately within five (5) working days after the date of delivery of the Products; 

- The Customer must inform Sprimoglass of any other defect it attributes to the Products and which the Customer must prove within five (5) working days after notice thereof by the Customer and, in any event, ultimately within a period of three months after the date of delivery in the event of a renovation project or within a period of six months after the date of delivery in the event of a new build project; 

- Any Warranty claim must be accompanied by documentation containing details of the Warranty claim; The Customer will supply such additional information and documentation as Sprimoglass may reasonably request in the course of evaluating the Warranty claim; 

- Sprimoglass may, at all times, verify the relevant Products at the premises of the Customer in order to evaluate the Warranty claim, made by the Customer. If and to the extent Sprimoglass deems the Warranty claim of the Customer not valid, Sprimoglass reserves the right to invoice either all actual costs incurred or a fixed amount of hundred (100) euros as a compensation for travel and other expenses made in this regard. 

10.7. Sprimoglass will, if and to the extent that Sprimoglass deems the Warranty claim of the Customer valid, at Sprimoglass’ expenses, as sole and exclusive remedy in relation to the Warranty, provide a replacement Product (or replacement of the defective parts of the Product) or issue a credit note for the amounts previously paid by the Customer to Sprimoglass with respect to that particular defective Product. The choice of remedy and place of remedy will be decided at Sprimoglass’ sole discretion and the remedy will, generally, be limited to the replacement of (the defective parts of) the Product. The cost of transport of the Products or the defective parts will be borne by Sprimoglass. 

10.8. The Customer shall have the full and exclusive responsibility for having the Products installed in a professional manner and in accordance with the health and safety requirements that apply under applicable laws and regulations. 

11. Liability 

11.2. Sprimoglass shall in no event be liable under any Agreement for (a) deterioration of any type of coating added to the exterior of insulating glass at the Customer's request (b) damages or losses related to the Customer’s professional activities, (c) loss of profits or revenue, loss of use, consequential damages, and/or cost of capital; (d) claims of clients of the Customer or other third parties for damages or penalties; and (e) any other indirect and/or consequential damage, loss or expense. Moreover, Sprimoglass shall not be held liable for damage to property clearly not concerning Sprimoglass’ supply and, to the extent permitted by applicable law, injury or accidents suffered by persons. 

11.3. To the extent that the activities of Sprimoglass depend on the cooperation, services and deliveries of third parties, Sprimoglass shall by no means be held liable for any damage arising out of the fault (with the exception of gross negligence and intent) on the part of third parties. 

11.4. Any liability, whether contractual or extra-contractual, shall in any event be limited to the amount effectively paid out in the relevant case under Sprimoglass’ professional liability insurance policy/policies. An overview of the insurance policy or policies taken out shall be provided on the Customer’s first written request. If for any reason whatsoever, the insurance company decides not to pay, any liability shall not exceed the annual average amount paid by the Customer to Sprimoglass during the last three calendar years, and the total liability shall in any event be limited to a maximum of hundred thousand (100.000) euro. 

12. Force majeure 

Sprimoglass cannot be held liable for any delay in delivery or damage due to an event of force majeure (hereby included but not limited to war, accidents, terrorist attacks, strikes, lock-out, fire, epidemic, pandemics or delay by suppliers). Force majeure results in the suspension of the contractual obligations of Sprimoglass until the event of force majeure ceases. If the event of force majeure persists for a period of more than three (3) months, both Sprimoglass and the Customer are allowed to terminate the Agreement without any compensation being due. 

13. GDPR - Personal data 

Sprimoglass processes personal data of the Customer in accordance with the applicable personal data protection laws. Sprimoglass confirms and the Customer acknowledges and accepts that these personal data can be processed for customer management, invoicing and for the fulfilment of any other contractual obligations of Sprimoglass under this Agreement. The personal data provided by the Customer can also be processed by Sprimoglass for information or promotion campaigns. The Customer may at all times request, free of charge, access or rectification of the data. The Customer must inform Sprimoglass if the Customer does not want to receive commercial information or if the Customer wants to end the processing of its personal data for information or promotion campaigns or other direct marketing purposes. 

14. Termination of the Agreement 

14.1. Notwithstanding the right of Sprimoglass to demand additional guarantees from the Customer, Sprimoglass is entitled to dissolve the Agreement with immediate effect, without prior judicial authorisation, upon notification by registered letter to the Customer but without a notice period and without the Customer being entitled to a compensation in the following cases: (i) if the Customer fails to (timely and properly) fulfil one or several obligations under the Agreement, (ii) cessation of payment, (petition of) bankruptcy by the Customer or if the Customer is in a procedure of reorganisation, (iii) (part of) the assets of the Customer are seized or (iv) the Company’s financial position deteriorates to such an extent that in Sprimoglass’ reasonable opinion the Customer’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy. 14.2. In case of a dissolution of the Agreement, as set forth in article 14.1., Sprimoglass reserves the right to claim a compensation for costs and damage incurred by Sprimoglass as a result form such dissolution. 

15. Applicable law - disputes 

These General Terms and Conditions and all Agreements between the Customer and Sprimoglass are governed by Belgian law. All disputes (including any disputes relating to any non-contractual obligations) shall be finally settled by the competent courts of Liège, section Liège.



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