GENERAL TERMS AND CONDITIONS TREEPACK
1. SCOPE OF APPLICATION – “TREEPACK” refers to “TREEPACK” BV, as identified by the company details stated in offers, quotations, and other documents. These general terms and conditions apply to all offers, quotations, and all agreements entered into by TREEPACK, as well as all other actions performed by TREEPACK. Special terms and conditions and agreements take precedence over these general terms and conditions of sale. The applicability of any purchase terms or other terms and conditions of the customer is expressly excluded. All agreements with TREEPACK are concluded in the Dutch language. If these are translated, the Dutch-language version and its interpretation shall take precedence over the translation.
2. QUOTES AND ORDERS – The prices charged by TREEPACK are always stated in euros and exclude VAT and other taxes and levies. TREEPACK is entitled to correct any mistakes or errors in the quoted prices. Quotations issued by TREEPACK are valid for 2 months, unless otherwise specified. Acceptance of the quotation by the customer is always binding on the customer, but is only binding on TREEPACK upon its written confirmation. The customer expressly acknowledges that an order form or contract accepted by the customer via the internet, email, or fax has the same legal validity as a manually signed copy. Commencement of work also constitutes acceptance of the contents of the quotation.
3. ADDITIONAL WORK: TREEPACK reserves the right to charge for materials and services that constitute additional work beyond the description in the quote at the prevailing prices of the materials and TREEPACK’s rates in effect at that time. TREEPACK also reserves the right to bill the customer for price fluctuations of more than 10% in the materials and products used that occur after the quote has been signed.
4. PAYMENT
4.1. All invoices are payable within 14 days of the invoice date at TREEPACK’s registered office, unless otherwise indicated on the invoice.
4.2. TREEPACK reserves the right to invoice an advance payment at any time. In the event of failure to pay the advance payment on time, TREEPACK reserves the right not to commence the work or to suspend it until the advance payment has been paid in full, without this giving rise to any right to compensation on the part of the customer or termination of the agreement by the customer.
4.3. Unless proven otherwise, the invoice is presumed to have been received 5 days after the invoice date.
4.4. Every invoice is presumed to have been accepted unless a dispute is raised by registered letter within 8 calendar days of the aforementioned receipt date.
4.5. In the event of non-payment by the due date, the outstanding amounts shall, by operation of law and without prior notice of default, be increased by interest at an annual rate of 10% from the invoice date until the date of full payment. They will also be increased by a fixed agreed compensation of 10% of the outstanding amount, with a minimum of €100. All additional costs resulting from non-payment shall be borne by the customer.
5. TREEPACK'S OBLIGATIONS
5.1. TREEPACK shall perform the work in accordance with best practices, relevant and applicable laws and regulations, as well as industry standards. This shall always constitute a best-efforts obligation on the part of TREEPACK.
5.2. TREEPACK reserves the right to suspend the performance of the works due to the unavailability, illness, or other absence of the performing artist, or to commission another artist to perform the works, without this giving rise to any claim for damages or termination of the agreement by the client.
5.3. Deadlines specified in, among other things, quotations and orders are not binding on TREEPACK, although TREEPACK will make every effort to meet them. Failure to meet such deadlines does not constitute valid grounds for the Customer to terminate, rescind, or suspend the performance of the agreement.
TREEPACK will, to the best of its ability, notify the Customer of any (anticipated) failure to meet a specified deadline.
6. TREEPACK LIABILITY
6.1. TREEPACK is liable only for intentional or gross breaches of contract that are exclusively attributable to it.
6.2. TREEPACK’s liability is limited, at TREEPACK’s discretion, to either the re-performance of the work or the amount of the quote.
6.3. TREEPACK shall never be held liable for consequential or indirect damages, such as, but not limited to, lost profits, lost revenue, or other financial or commercial losses. TREEPACK is also not liable for any damage caused to floors, installations, buildings, and the like of which the goods processed by TREEPACK form a part.
6.4. Visible defects for which TREEPACK may be held liable are covered by the acceptance of the work.
6.5. If TREEPACK can be held liable for hidden defects, such liability shall be limited as follows:
– TREEPACK is liable only for defects that are exclusively attributable to it, for a period not exceeding 2 years after acceptance of the work. TREEPACK is not liable for hidden defects in the materials it uses. Such liability is limited to the liability and warranty terms of its suppliers or subcontractors. Under no circumstances shall TREEPACK be liable for defects of any kind affecting the goods, materials, and work delivered by TREEPACK, its subcontractors, or its agents; in such cases, the customer may only seek recourse against its suppliers or the manufacturers of the materials and goods in question.
6.6. TREEPACK is not liable for, among other things:
– Damage resulting from work performed by the customer or any third party, or from modifications made by the customer or third parties to the work delivered by TREEPACK. Any form of warranty shall therefore be void.
– Neither the condition nor the quality of the surface to be treated by TREEPACK, nor is TREEPACK responsible for informing the customer of the condition of the surface. The customer is presumed to have conducted the necessary investigation in this regard, with the assistance of an expert if necessary.
– Color variations caused by the natural properties of the substrate and exposure to the elements and other natural forces.
– Any damage to the processed goods resulting from failure to comply with the maintenance and usage instructions provided by the suppliers of the products and materials used by TREEPACK. The customer acknowledges that they have been made aware of this and have received the necessary information from TREEPACK in this regard. The customer acknowledges that this may result in additional costs, restoration, or re-performance of the work, for which TREEPACK reserves the right to invoice separately at the rates in effect at that time. Under no circumstances may a refund or compensation be claimed from TREEPACK in such a case.
6.7 The customer acknowledges that it cannot hold TREEPACK’s directors, representatives, shareholders, (independent) contractors, employees, and any other type of agent, as well as their respective agents, liable on a non-contractual basis (neither directly, nor jointly and severally, nor in solidum with TREEPACK). However, this does not apply if the damage suffered results from an infringement of physical or mental integrity or if the damage results from a fault committed with the intent to cause damage.
7. CUSTOMER LIABILITY
7.1. The customer is responsible for providing the correct information on the basis of which TREEPACK accepted the order. This includes:
– Maximum height of the project
– Total area
– Availability of required utilities (including electricity and water)
7.2. The customer, to the exclusion of TREEPACK, is liable for the suitability of the surface on which the work is to be performed and is presumed to have conducted the necessary investigations in this regard.
7.3. The Customer is obligated to grant unrestricted access at all times to the location where the work will be performed, at the agreed-upon time and throughout the performance of the work, on weekdays, weekends, and holidays, both during and outside of business hours (including at night).
7.4. The customer is liable for any damage to the works that is not attributable to TREEPACK (e.g., fire, storm damage, vandalism, theft, etc.), even if such damage occurs during the performance of the works. The customer is deemed to have taken out the necessary insurance to protect the works against such incidents.
7.5. The customer is obligated to inspect the work upon delivery and to accept it. Acceptance may not be withheld on grounds other than those related to the specifications expressly agreed upon in writing between the parties, nor may it be withheld due to minor deviations from the preliminary design or minor errors—that is, errors that do not reasonably prevent the operational or productive use of the delivered work— characteristics for which TREEPACK is not liable, or which the customer does not demonstrate immediately, or which are not reproducible. The final result will approximate the preliminary design as closely as possible. The customer acknowledges, however, that the preliminary designs are an approximation of the desired final result and that the final result may therefore contain deviations from the preliminary design. The client acknowledges that the execution within the framework of the preliminary design is subject to the artist’s creative freedom and is open to creative adjustments based on the site conditions.
7.6. The customer must provide a lockable room for storing materials, as well as restroom facilities. Electricity and running water must be available.
7.7. If the customer is not the owner of the building, the customer—and not Treepack—is responsible for obtaining written permission from the owner of the building to carry out the Project at the agreed-upon location.
7.8. The work will be performed on the assumption that no urban planning permits or other authorizations are required, or that the customer has applied for them prior to the project. The customer is solely liable for this, to the exclusion of TREEPACK.
All costs, claims for damages, and fines incurred by the customer that may result from the lack of an authorization or permit under this article shall remain the responsibility of the customer and may not be recovered from Treepack. Any costs, claims for damages, and fines incurred by Treepack, the Artist, or the Artist’s assistants resulting from the lack of a permit or license may be recovered in full from the customer.
7.9. Any complaints regarding visible defects must be raised no later than the time of acceptance. Any complaints regarding hidden defects related to TREEPACK’s performance must be raised immediately and no later than 14 calendar days after their discovery.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. Intellectual property rights, including, but not limited to, trademarks, copyrights, design rights, patents, concepts, and formats arising from the
Works produced by TREEPACK under this agreement (including designs, sketches, photographs, drawings, plans, models, scale models, and technical data sheets) and all other information provided to the customer are and remain the property of TREEPACK and/or third parties (including the authors with whom TREEPACK collaborates).
8.2. Right of Use: Subject to full payment of the price in accordance with Article 4 of these General Terms and Conditions, the customer obtains a non-exclusive right to display the copyrighted works to the public via its movable or immovable property, as installed by TREEPACK. The customer is also entitled to post photos of the work on social media, provided that the post always includes a link to the Treepack website. Treepack is always entitled to request the removal or modification of certain posts if necessary, or to prohibit the posting of content on social media if circumstances reasonably require it.
The fee for this right of use is included in the price paid.
Unless otherwise agreed, this right of use shall be effective from the date of delivery of the works for a period of 10 years, after which the right of use shall automatically become indefinite. The right of use may be terminated in accordance with Article 11 of these general terms and conditions.
8.3. Any right of use shall lapse in the event of nonpayment or termination/cancellation of the agreement, for any reason whatsoever.
8.4. The works may not, among other things, be reproduced, distributed, commercialized, communicated, or disseminated outside the scope of this agreement or without the prior written consent of TREEPACK. In this regard, TREEPACK clarifies that the customer is not permitted to generate revenue from the use of the work.
8.5. In particular, the customer may not register or file these intellectual property rights.
8.6. Copyright notices, trademark and/or design designations, serial numbers, filing or registration numbers, and/or other identifying marks used to identify the works and all other information provided to the customer and to indicate their intellectual property protection may not be removed or altered.
9. CONFIDENTIALITY
The customer agrees to maintain the confidentiality of any confidential information made available to him or her by TREEPACK. Confidential information is understood to include, in any case, trade secrets, know-how, designs, financial and other (business) information (including presentations, quotations, and other documentation) provided by TREEPACK that is not publicly available, as well as the personal data of third parties that TREEPACK processes in accordance with Article 14 of these General Terms and Conditions and that has been disclosed to the customer.
For the purposes of this article, the contents of the agreement between Treepack and the client must also be kept confidential from third parties and from the performing artist.
The customer agrees to require its employees and/or third parties involved in the performance of an agreement with TREEPACK to enter into a written confidentiality agreement with the same scope as this provision.
10. NON-COMPETITION/NO SOLICITATION
10.1. All communication with the artist must go through Treepack. The client agrees not to enter into a contract directly with the artist—whether directly or indirectly through any third party—unless Treepack has given its express written consent.
10.2. This obligation shall remain in effect for the duration of the agreement and shall continue for a period of 5 years following its termination by either party, for any reason.
10.3. If the provisions of this article are violated, the customer shall owe a lump-sum compensation of twenty-five thousand euros, without prejudice to any other rights Treepack may have regarding performance, termination, or additional compensation based on the actual damages suffered.
11. 11.1. TERMINATION – DISSOLUTION – CONSEQUENCES
Termination of a fixed-price contract entrusted to TREEPACK, whether before or during the performance of the work or deliveries, is only possible with TREEPACK’s express consent, notwithstanding Article 1794 of the Dutch Civil Code. In any event, the customer shall be obligated to pay in full the costs and expenses already incurred, any work already performed, together with the materials and supplies already ordered by TREEPACK, plus a lump-sum compensation equal to 50% of the outstanding quote amount for the loss of the work, subject to an increase if warranted. For any termination less than 30 days before the start date, the full quote amount shall be due.
11.2. The right to use the copyrighted works as set forth in Article 8 may not be terminated prematurely by TREEPACK, except in the cases provided for in this Article. The customer is, however, entitled to terminate the right to use before the expiration of the specified term, provided that a 3-month notice period is observed.
If the right of use has become indefinite, both parties have the right to terminate the right of use, provided they give 3 months' notice.
11.3. Upon termination of the right of use, the customer must remove the copyrighted works. Removal is not included in the quoted price and is always at the customer’s expense.
11.4. As long as the right of use has not been terminated pursuant to this article, the customer shall under no circumstances have the right to modify, remove, encumber, transfer, distribute, commercialize, rent, or otherwise sublicense the works, or to publicly reproduce them, unless otherwise agreed.
11.5. TREEPACK reserves the right to unilaterally terminate the agreement at any time with immediate effect, including in the following circumstances:
a. The customer fails to fulfill one or more obligations arising from this agreement, of whatever nature, either not on time or not properly, even after a written notice of default has remained without effect for a period of 14 days; In such cases, the fees specified in Article 10.1 shall be due in full, as applicable.
b. in the event of bankruptcy, judicial reorganization, apparent financial insolvency (e.g., following a third-party garnishment) in any form, or suspension of payments.
12. WAIVER OF RIGHTS – The fact that TREEPACK fails to exercise any right shall in no way be construed as a waiver of that right.
13. FORCE MAJEURE – All situations of force majeure as defined in Article 1148 of the Dutch Civil Code release TREEPACK from any obligation to perform the agreement, without any claim for compensation or reimbursement from TREEPACK. This includes, but is not limited to: government measures; illness or death of one of TREEPACK’s employees; business disruptions caused by fire, weather conditions, epidemics, natural phenomena, technical malfunctions, lockouts, strikes, riots, mobilization, war, breach of contract or force majeure on the part of subcontractors or suppliers, technical malfunctions, … If the force majeure situation lasts or is likely to last longer than 3 months, TREEPACK shall be entitled by operation of law to terminate the agreement immediately, without prior recourse to a court and without this giving rise to any right to compensation or refund. TREEPACK retains the right to payment for all goods or services already delivered and for the costs already incurred in anticipation of the future performance of the agreement. TREEPACK’s failure to fulfill its contractual obligations as a result of force majeure does not constitute grounds for termination, rescission, or suspension of the agreement’s performance on the part of the Customer.
14. PROTECTION OF PERSONAL DATA – To the extent that TREEPACK acts as a data controller with respect to the customer’s personal data, it will comply with all applicable laws and regulations regarding personal data. TREEPACK processes personal data for the following purposes: customer and prospect management (contractual necessity, legal obligation, and legitimate interest, namely freedom of enterprise); the performance of the agreement with the customer (contractual necessity); direct marketing (legitimate interest, namely freedom of enterprise); compiling and commercializing statistical data after anonymizing it (legitimate interest, namely for comparison purposes based on freedom of enterprise). The data may be transferred to other entities within TREEPACK for the purposes described above. If necessary for the provision of services or dispute resolution, personal data may also be transferred to third parties. Personal data will be retained for up to 10 years after the end of the contractual relationship.
With regard to their data and depending on the legal basis for processing, customers have the right to access and correct their personal data, as well as the right to erasure or restriction of processing, the right to object, the right to withdraw their consent (if processing is based solely on consent), the right to data portability, the right to file a complaint with the Data Protection Authority, and the right to object, free of charge, to the processing of their personal data for direct marketing purposes. The exercise of these rights is subject to legal conditions and restrictions. The aforementioned privacy terms may be amended from time to time.
15. INVALIDITY – If one or more provisions in the special and/or general terms and conditions are found to be invalid, this shall not result in the invalidity of the entire agreement. The invalid provision shall be brought into compliance with mandatory law, for example, when the customer is a consumer within the meaning of Article I.1.2 of the WER.
16. JURISDICTION AND GOVERNING LAW – Any agreement between TREEPACK and the other party shall be governed by Belgian law. The application of international conventions (including the Vienna Sales Convention) is excluded to the extent possible. All disputes arising from this agreement fall under the exclusive jurisdiction of the courts of the judicial district of Antwerp.