GENERAL TERMS AND CONDITIONS TREEPACK
TREEPACK means "TREEPACK" BV known by the company details as stated in the offers, quotations etc. These general terms and conditions apply to all offers, quotations and all agreements concluded by TREEPACK and all other actions carried out by TREEPACK. Special conditions and agreements prevail over these general conditions of sale. Applicability of any purchase or other conditions of the customer is expressly excluded. All agreements with TREEPACK are concluded in the Dutch language. In case they are translated, the Dutch version and its interpretation take precedence over the translation.
- OFFERS and ORDERS
The prices quoted by TREEPACK are always in Euros and exclude VAT and other taxes and charges. TREEPACK is entitled to correct mistakes or errors in the quoted prices. Offers made by TREEPACK are valid for 2 months, unless otherwise indicated. Acceptance of the quote by the customer is always binding for the customer, but is only binding for TREEPACK after its written confirmation. The customer expressly acknowledges that an order form or contract accepted by him via the internet, email or fax has the same value as a manually signed copy. The start of the execution of the works also implies acceptance of the content of the offer.
- ADDITIONAL WORK
TREEPACK reserves the right to charge for materials and services which constitute additional work compared to the description given in the quote at the current prices of the materials and rates applicable at that time at TREEPACK. TREEPACK also reserves the right to pass on to the customer any price fluctuations in the materials and products used of more than 10% occurring after the signing of the quote.
4.1 All invoices are payable within 14 days of the invoice date at the TREEPACK registered office, unless otherwise indicated on the invoice.
4.2 TREEPACK reserves the right to invoice a deposit at any time.
If the deposit is not paid on time, TREEPACK reserves the right not to commence work or to suspend it until the deposit has been paid in full, without this giving rise to any right to compensation on the part of the customer or to termination of the agreement by the customer.
4.3 In the absence of proof to the contrary, the invoice is presumed to have been received 5 days after the invoice date.
4.4 Each invoice is presumed to be accepted unless protest is sent by registered mail within 8 calendar days of the aforementioned receipt date.
4.5 In the event of non-payment on the due date, the outstanding amounts shall, ipso jure and without prior notice of default, be increased by interest at an annual rate of 10% as from the invoice date until the date of full payment. They shall also be increased by a fixed agreed compensation of 10% of the outstanding amount, with a minimum of €100. All additional costs for non-payment are at the expense of the customer.
- TREEPACK OBLIGATIONS
5.1 TREEPACK executes the works in accordance with the rules of the art, the relevant and applicable laws and regulations, as well as the customs of the sector. This is always a best efforts obligation on the part of TREEPACK.
5.2 TREEPACK reserves the right to suspend the performance of works due to unavailability, illness or other delay on the part of the performing artist, or to engage another artist to perform the works, without this giving rise to compensation or the dissolution/ termination of the agreement by the customer.
5.3 Deadlines indicated in offers and orders, among others, are not binding for TREEPACK, although they will be respected to the best of its ability. Failure to comply with them does not constitute a valid ground for termination, dissolution or suspension of the execution of the agreement by the Customer. TREEPACK will inform the Customer to the best of its ability about the (probable) exceeding of a given deadline.
- Liability of TREEPACK
6.1 TREEPACK is only liable for intentional or serious defaults for which it is exclusively responsible.
6.2 TREEPACK's liability is, at TREEPACK's discretion, limited in scope to the re-execution of the works or the amount quoted.
6.3 Consequential or indirect losses such as loss of profit, turnover or other financial or commercial losses can never be recovered from TREEPACK. Neither can TREEPACK be held responsible for any damage caused to floors, installations, buildings and so on, where the goods processed by TREEPACK form part of.
6.4 Visible flaws for which TREEPACK can be held responsible are covered by the acceptance of the works.
6.5 If TREEPACK can be held liable for hidden faults, this is limited as follows:
- TREEPACK is only liable for faults which are exclusively attributable to it and this for a maximum period of two years after acceptance of the works.
- TREEPACK is not liable for hidden defects in the materials it uses. This is limited to the liability and guarantee conditions of its suppliers or subcontractors. Under no circumstances can TREEPACK be held responsible for defects, of any nature, which may affect the goods, materials and works delivered by TREEPACK, its subcontractors or agents, whereby the customer will only be able to exercise recourse against its suppliers or the producers of the materials and goods concerned.
6.6 TREEPACK is not liable for the following amongst other things:
- Damage resulting from own works performed by the customer or any third party, or modifications made by the customer or any third party to the works delivered by TREEPACK. Any form of warranty will therefore become void.
- The condition and quality of the surface to be treated by TREEPACK, nor for informing the customer of the condition of the surface. The customer is assumed to have carried out the necessary research in this respect, if necessary assisted by an expert.
- Colour differences caused by the natural characteristics of the substrate and its exposure to weather and wind or other natural forces.
- Any damage to the processed goods resulting from a failure to respect the maintenance and usage instructions provided by the suppliers of the products and materials used by TREEPACK. The customer acknowledges that he has been able to take note of this and to obtain the necessary information from TREEPACK in this regard. The customer acknowledges that this may result in an additional cost, restoration or re-execution of the works which TREEPACK reserves the right to bill additionally at the rates applicable at the time. In this case, TREEPACK can for no reason be asked for a refund or compensation.
- CUSTOMER LIABILITY
7.1 The customer is liable for providing TREEPACK with the correct information on the basis of which it accepted the order. This includes:
- Maximum height of the project
- Total surface area
- Availability of the required utilities (including electricity, water)
7.2 The customer, to the exclusion of TREEPACK, is liable for the suitability of the ground on which the works are to be carried out and is expected to have undertaken the necessary research in this regard.
7.3 The customer is obliged at all times, at the agreed time and during the execution of the works, to grant free access to the site where the works are to be executed, both on weekdays and at weekends and on public holidays, both during and outside office hours (including at night).
7.4 The customer is liable for any damage to the works which is not imputable to TREEPACK (e.g. fire, storm damage, vandalism, theft etc.) even if it occurs during the execution of the works. The customer is expected to have taken out the necessary insurance policies to protect the works against such losses.
7.5 The customer is obliged to examine the works upon delivery and to accept them. Acceptance may not be withheld on any grounds other than those relating to the specifications expressly agreed in writing between the parties, nor due to the existence of minor deviations from the preliminary design or minor faults, i.e. faults which do not reasonably prevent the operational or productive commissioning of the delivered work, characteristics for which TREEPACK is not liable, or which the customer does not immediately demonstrate, or which are not reproducible. The final result will approximate the preliminary design as closely as possible. However, the customer acknowledges that the preliminary designs are an approximation of the desired final result and the final result can therefore contain deviations compared to the preliminary design. The customer acknowledges that the execution within the framework of the preliminary design is subject to the artistic freedom of the artist and is susceptible to creative adaptations in function of the location.
7.6 The client must provide a lockable room for storing material, as well as sanitary facilities. Electricity and running water must be available.
7.7 If the customer is not the owner of the building, he is responsible, to the exclusion of Treepack, for obtaining the written permission of the owner of the Building to carry out the Project at the agreed location.
7.8 The works are executed on the assumption that no planning permission or other permits are required, or that the Customer has applied for these prior to the Project. The customer is liable for this to the exclusion of TREEPACK. All costs, claims for compensation and fines on the part of the customer that would result from the lack of a permit or licence under this article remain the responsibility of the customer and cannot be recovered from Treepack. Any costs and claims for compensation and fines on the part of Treepack, the Artist or his assistants arising from the lack of a permit or licence may be recovered in full from the Customer.
7.9 Any complaints about visible defects must be made no later than at the time of acceptance. Any complaints relating to hidden faults concerning the services provided by TREEPACK must be made without delay and at the latest within 14 calendar days of their discovery.
- INTELLECTUAL RIGHTS
8.1 The intellectual rights, which include brands, copyrights, design rights, patents, drafts, formats resulting from the works produced by TREEPACK within the framework of this agreement (including designs, sketches, photos, drawings, plans, models, models, technical sheets) and any other information provided to the customer are and remain the property of TREEPACK and/or of third parties (including the authors with whom TREEPACK works).
8.2 Right of use: provided full payment of the price in application of article 4 of these general conditions, the customer obtains a non-exclusive right to display the copyrighted works through his/her movable or immovable property to the public as it was installed by TREEPACK. The customer is also entitled to post pictures of the work via social media, on the understanding that there must always be a reference to Treepack's website in the context of the post. Treepack is always entitled to request the removal or amendment of certain posts if necessary or to impose a ban on posting on social media if circumstances reasonably require this.
The fee for this right of use is included in the price paid.
Unless otherwise agreed, this right of use applies from the delivery of the works for a period of 10 years, after which the right of use becomes indefinite by operation of law. The right of use can be terminated in accordance with Article 11 of these general terms and conditions.
8.3 Each right of use lapses in the event of non-payment or termination/dissolution of the agreement, for whatever reason.
8.4 Among other things, the works may not be reproduced, distributed, commercialised, 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 allowed to make any income from the use of the work.
8.5 In particular, these intellectual rights may not be registered or filed by the customer.
8.6 Copyright notices, brand and or drawing/model designations, serial numbers, filing or registration numbers and/or other features which serve to identify the works and any other information provided to the customer and to indicate their intellectual right protection must not be removed or altered.
The Customer undertakes to keep confidential any confidential information provided by TREEPACK. Confidential information is in any case understood to mean secrets, know-how, designs, financial and other (business) information (including presentations, offers and other documentation) provided by TREEPACK and not publicly available, the personal data of third parties processed by TREEPACK in application of article 14 of these General Terms and Conditions and transmitted to the customer.
In the sense of this article, the content of the agreement between Treepack and the customer must also be kept secret from third parties and from the performing artist.
The customer undertakes to impose on his/her personnel and/or third parties involved in the execution of an agreement with TREEPACK a written obligation of secrecy with the same scope as this provision.
10.1 All contacts with the artist are made via Treepack. The Customer undertakes not to contract with the artist directly or indirectly through any third party, unless with explicit and written permission of Treepack.
10.2 This commitment is valid for the duration of the agreement and continues for a period of 5 years after the termination of it by one of the parties, for any reason.
10.3 If the provisions of this article are violated, the Customer shall owe liquidated damages in the amount of twenty-five thousand Euros, without prejudice to all other rights of Treepack to performance, termination or additional compensation in function of the actual damage suffered.
- TERMINATION - DISSOLUTION - CONSEQUENCES
11.1 Termination of the assignment entrusted to TREEPACK at a fixed price, whether before or during the execution of the works or deliveries, is only possible with the express agreement of TREEPACK contrary to article 1794 of the Civil Code. The customer will in any case be obliged to pay the costs and charges already incurred, any work already carried out, together with materials and supplies already ordered by TREEPACK, plus a fixed indemnity equal to 50% of the outstanding quote amount for the fact of further loss of the work, subject to increase, if there is reason to do so. For each termination less than 30 days before the starting date, the full quotation amount will be due.
11.2 The right to use copyrighted works as provided for in article 8 cannot be terminated prematurely by TREEPACK, except in the cases provided for in this article. The customer is, however, entitled to terminate the right of use before the expiry of the term provided for, subject to observance of a notice period of three months. If the right of use has become indefinite, both parties have the right to terminate the right of use provided they observe a notice period of 3 months.
11.3 Upon termination of the right of use, the customer must remove the copyrighted works. The removal is not included in the calculated price and is always done at the customer's expense.
11.4 As long as the right of use has not been terminated in application of this article, the customer shall under no circumstances be entitled to modify, remove, encumber, transfer, distribute, commercialise, rent or otherwise sublicense, publicly reproduce the works, unless otherwise agreed.
11.5 TREEPACK reserves the right to unilaterally dissolve/break the agreement at any time with immediate effect, including in the following circumstances:
a. The customer does not comply with one or more obligations arising from this agreement, of whatever nature, or does not comply on time or properly, however after a written notice of default which has remained without effect for a period of 14 days; in such cases, the indemnities referred to in article 10.1. will be due in full.
b. in the event of bankruptcy/ judicial reorganisation/ apparent financial insolvency (e.g. following attachment by third parties) in whatever form or cessation of payment.
- WAIVER OF RIGHT
TREEPACK's failure to exercise any right can in no way constitute a waiver of that right.
- FORCE MAJEURE
All situations of force majeure as referred to in article 1148 of the Civil Code discharge TREEPACK from any obligation to fulfil the agreement without any claim for compensation or possible reimbursement by TREEPACK. This includes government measures, illness or death of one of TREEPACK's employees, operational failures due to fire, weather conditions, epidemics, natural phenomena, technical failures, lock-out, strike, riot, mobilisation, war, default or force majeure on the part of subcontractors or suppliers, technical failures, etc. Should the force majeure situation last or threaten to last for more than three months, TREEPACK has the right to dissolve the agreement immediately by operation of law, without prior recourse to a judge and without this giving rise to any right to compensation or reimbursement. TREEPACK retains the right to payment for all goods or services already delivered and for costs already incurred with a view to the future execution of the agreement.
The failure of TREEPACK to fulfil its contractual obligations as a result of force majeure does not constitute grounds for termination, dissolution or suspension of the execution of the agreement on the part of the Customer.
- PROTECTION OF PERSONAL DATA
Insofar as TREEPACK acts as a data controller in respect of the customer's personal data, it will comply with all applicable laws and regulations relating to personal data. TREEPACK processes personal data for the following purposes: customer and prospect management ( contractual necessity, legal obligation and legitimate interest, i.e. freedom of enterprise), the execution of the agreement with the customer ( contractual necessity), direct marketing ( legitimate interest, i.e. freedom of enterprise), compilation and commercialisation of static data after their anonymisation (legitimate interest, i.e. for comparison on behalf of freedom of enterprise). The data can be passed on to other TREEPACK entities for the purposes described above. If necessary for the execution of the service or dispute management, the personal data can also be passed on to third parties. Personal data will be kept for 10 years after the end of the contractual relationship. With regard to their data and depending on the justification for processing, customers have the following rights: the right to access/improve their personal data, as well as to erasure or restriction, the right to object, the right to withdraw their consent (if processing is based solely on this), the right to data portability, the right to lodge a complaint with the Data Protection Authority, 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 conditions may be amended from time to time.
Should one or more provisions in the special and/or general terms and conditions be invalid, this shall not result in the nullity of the entire agreement. The void provision shall be brought into conformity with the mandatory legislation, for example if the customer is a consumer in the sense of Article I.1.2. WER.
- COMPETENCE AND APPLICABLE LAW
Belgian law applies to any agreement between TREEPACK and the other party. The application of international treaties (including the Vienna Sales Convention) is excluded to the extent possible. All disputes in connection with this agreement fall under the exclusive jurisdiction of the courts of the judicial district of Antwerp.