1. Application
1.1 All commercial transactions between the public limited company NV Next Generation LED, whose registered office is located at Bergemeersenstraat 137, 9300 Aalst, VAT BE450.384.559 (Hereinafter referred to as “NGL”) and the customer are governed by these general terms and conditions. They take precedence over the customer’s terms and conditions, even if they stipulate that they alone shall apply. Any invalidity of one or more provisions of these terms and conditions does not affect the applicability of any other clauses. NGL reserves the right to adapt or change its general and special terms and conditions at any time.
2. Quotations
2.1 An NGL quotation is completely non-binding and remains valid for thirty (30) calendar days unless expressly stipulated otherwise. The prices, quantities and turnaround times indicated are always indicative.
2.2 Quotations only include the works expressly mentioned, excluding additional works resulting from a change to the mission by the customer, provisions laid down by the safety coordinator, unforeseen circumstances or any other reason. NGL reserves the right to adjust the price indicated in the quotation unilaterally in the event of a change in circumstances. Unless agreed otherwise in writing, NGL has the right to make replacements or perform additional works that may appear to be necessary during performance of the contractually agreed works. Additional works shall be charged automatically and deemed to have been approved by the customer.
2.3 A contract is only agreed following written confirmation of the order, within eight days of receipt of the order by NGL, or by the start of performance of the works. In order to be valid, any changes or additional works must be confirmed by NGL in writing.
2.4 In the event of cancellation of one or more orders, even in part, the customer shall be billed for flat-rate compensation of 20% of the full price of the order(s) placed.
3. Performance
3.1 If NGL is not in a position to perform the contract following a case of force majeure, a strike or a lock-out, it reserves the right to terminate the contract without triggering any entitlement to damages by the customer.
3.2 If the customer is manifestly insolvent or bankrupt or is subject to the Business Continuity Act or they report any changes to their situation that could jeopardise their solvency, NGL reserves the right to consider the contract as rescinded immediately as of right and without prior formal notice.
3.3 Additional works are billed based on the unit prices applicable at that time. Any non-performed works give rise to damages of 30% of the value of the non-performed works.
4. Delivery
4.1 The turnaround or delivery times indicated are always indicative. Failure to meet the specified time limits shall not under any circumstances result in a fine, damages, any substitution or rescission of the contract at NGL’s expense Any changes made to the mission shall automatically invalidate the proposed periods. However, the maximum period is limited to 30 days, unless otherwise agreed.
4.2 The goods are sold and delivered in NGL stores or to any other place to be determined by NGL. The risk is transferred to the customer when the goods leave the stores. Recovery and/or delivery and/or dispatch of the goods by NGL is always carried out at the customer’s risk and expense. Any costs incurred on receiving the goods are always borne by the customer.
4.3 If the customer chooses to collect the order themselves, NGL reserves the right to consider that order as cancelled without formal notice if the scheduled collection date is exceeded by two weeks. In that case, subsequent handling of the goods is performed in accordance with Section 2.4 of the general terms and conditions.
5. Warranties
5.1 Complaints concerning works performed and/or goods delivered/placed must be made by registered letter; in the event of apparent defects or non-compliance, within 8 days of delivery, placement or performance of the works. However, the warranty period for delivered goods cannot in any event exceed the applicable factory warranty.
5.2 In order for the customer to be able to claim against the hidden defects warranty, the applicable legal requirements must be met. Any claim under the warranty lapses within three months of discovering the defect, as well as in the event of treatment, replacement, repair by the customer or by a third party. NGL’s warranty obligation is assumed personally with respect to clients. Third parties may not make a warranty claim directly against NGL.
5.3 Lodging a complaint does not entitle the customer to suspend their payment obligations. Any complaints can be addressed to NGL’s registered office at Bergemeersenstraat 137, 9300 Aalst.
5.4 The consumer has legal rights under the Law of 21st September 2004 on consumer protection relating to the sale of consumer goods. This legal warranty applies from the date of delivery to the first owner. Any commercial warranty shall apply without prejudice to these rights. In order to call on the warranty, the customer must be able to present proof of purchase. For items purchased on-line and delivered to the customer’s home, the customer must contact NGL’s customer service and return the item to NGL at their expense. The warranty never applies to defects resulting from accidents, negligence, falls, use of the item for purposes other than those for which it was designed, failure to follow the instructions or the manual, adjustments or changes to the item, poor maintenance or any other abnormal or incorrect use. Defects that appear after a period of 6 months following the date of purchase or, if applicable, the delivery date, are not considered as hidden defects, except if the customer can prove otherwise.
6. Liability
6.1 NGL’s liability is limited to the liability imposed as legally binding. Furthermore, it cannot under any circumstances be held liable for errors due to incorrect or incomplete information or data provided by the customer.
6.2 NGL is not responsible in any way for indirect damage such as loss of income, loss of energy production or any damage caused to third parties, other goods or the environment. NGL is even less responsible for defects directly or indirectly caused by the client or a third party, even if they are the result of misconduct or negligence.
7. Prices – Payment
7.1 Unless otherwise stipulated, for any mission or orders, forty percent (40%) of the total amount must be paid as a down payment. For missions or orders over fifty thousand euros (€ 50,000.00) (excluding VAT), NGL is entitled to ask the customer for a bank guarantee before carrying out the contract.
7.2 Unless expressly stipulated otherwise, NGL’s prices are exclusive of VAT and other taxes as well as delivery, transport and administrative costs. NGL reserves the right to adjust its prices during the lifetime of the contract (even in the event of an absolute fixed price) following any changes in the cost of raw materials, materials, salaries and social security contributions.
7.3 Unless otherwise stipulated, all NGL invoices are always payable in full in cash without any reduction upon the invoice date and, if the placement is not performed by NGL or by any person designated by NGL, in cash for collection or dispatch of the goods.
7.4 Invoices may only be validly challenged by registered letter within 5 days of the invoice date mentioning the invoice date, the invoice number and a detailed justification.
7.5 Any invoice not paid in full or in part upon the invoice date automatically results in late payment interest of 1% for each month of delay without prior formal notice, with any month started being considered as an expired month and, in addition, the amount being increased by 10% with a minimum of TWO HUNDRED AND FIFTY EUROS (€ 250) (excluding VAT) as flat-rate compensation without prejudice to NGL’s right to claim higher damages.
7.6 If a customer fails to pay one or more outstanding receivables, NGL reserves the right to immediately halt any subsequent delivery or performance and to consider the other orders as cancelled without any formal notice, in which case the fixed-rate compensation set out in Section 2.4 is due. In addition, that involves the immediate payability of all invoices, including those not yet due, and all payment terms granted shall lapse. The same applies in the event of imminent bankruptcy, judicial or amicable suspension of payments, as well as in the event of any other circumstances indicating customer insolvency.
7.7 In accordance with the provisions of the Law of 15thDecember 2004 on financial collateral, in the event of the opening of any insolvency proceedings or in the event of seizure or of any other situations involving equal rights held by creditors for which either Party is responsible, all the receivables and liabilities between the existing parties will automatically be offset at the time of the insolvency proceedings, the seizure or the situation involving equal rights held by creditors, irrespective of their date of payability, their purpose or the value in which they are expressed. In any case, this offset shall be binding on the receiver and the remaining equal creditors, who therefore cannot object to the offset performed by the parties.
8. Retention of title
8.1 All goods sold remain the property of NGL until the principal, any interest and any costs have been paid in full. Until then, the customer may not sell or pledge the goods to a third party or dispose of them in any way. The risks shall however be borne by the customer from the proposed availability date. In the event of a breach of the retention of title and the ban on resale, NGL shall automatically have a privileged lien on the selling price realised for the materials and the customer shall owe NGL fixed-rate compensation of 50% of the selling price.
9. On-line purchases
9.1 In the event of on-line purchases, after indicating the number of products and their specific characteristics, you can view your virtual basket and proceed with payment / the order. At the time of payment, you have the choice between payment by bank transfer or with PayPal. Bancontact is available for payment on collection.
9.2 NGL is entitled to refuse an order resulting in a serious breach by the customer regarding orders in which they are involved.
10. Right of withdrawal
10.1 The provisions of this Article shall only apply to Customers who purchase items on-line via NGL’s on-line shop as consumers. The customer is entitled to cancel the contract within 14 calendar days without giving any reason. The withdrawal period expires 14 calendar days after the date on which the Customer or a third party designated by the Customer, who is not the carrier, takes physical possession of the product. In order to exercise their right of withdrawal, the Customer must inform NGL, located at Bergemeersenstraat 137, 9300 Aalst, info@nextgenerationled.be, by an unambiguous statement (e.g. by letter, fax or e-mail) of their decision to terminate the contract. The Customer may use the standard form attached for this purpose but that is not a requirement. In order to comply with the withdrawal period, the Customer must send notice that they are exercising their right of withdrawal before the withdrawal period expires. The Customer must return or hand over the goods to NGL, Bergemeersenstraat 137, 9300 Aalst, immediately but in any case no more than 14 calendar days after having notified NGL of their decision to terminate the contract. The customer is in time when they return the goods before the 14 calendar days expire. The direct costs of returning the goods shall be borne by the customer. If the returned product has lost value in one way or another, NV NGL reserves the right to ask the Customer for compensation and to claim damages for any deterioration of the goods resulting from use by the Customer beyond what is necessary to establish their nature, characteristics and operation. Only items in their original packaging, with all accessories, manuals and the invoice or proof of purchase, may be returned. If the customer terminates the contract, NGL shall reimburse all payments received from the customer, including standard shipping costs, within 14 calendar days of NGL being informed of the customer’s decision to terminate the contract. With regard to sales contracts, NGL may wait to have recovered all the products or for the customer to have proven that they have returned the products, depending on which occurs sooner, before processing the refund. Any additional costs due to the customer choosing a delivery method other than standard delivery are not refunded. NGL shall refund the Customer by the same payment method as that used during the original transaction, unless the Customer has expressly agreed otherwise; in any case, the customer shall not be billed for that type of refund.
11. Applicable law – Jurisdiction
11.1 All disputes arising from these general terms and conditions as well as from any other contract entered into between NGL and the customer are the exclusive competence of the courts of the district where NGL has its registered office.
11.2 Belgian law is applicable.
11.3 The consumer may also contact the ODR platform (http://ec.europa.eu/consumers/odr/). NGL has endorsed UNIZO’s e-commerce label regulations. These regulations are available at http://www.unizo.be/ecommercelabel/ where you can also resolve complaints or disputes extrajudicially thanks to UNIZO’s complaint procedure.
11.4 NGL has endorsed the Regulations of the UNIZO e-commerce label. These regulations are available on https://www.unizo.be/sites/default/files/reglement_-_13_januari_2017.pdf where you can also turn to complaints or disputes extrajudicially via the complaints procedure of UNIZO.
