General Terms and Conditions

These general terms and conditions govern all legal relationships between Herva-Doublet NV, with registered office at Stadsestraat 51, 2250 Olen, BE1024.408.486 (hereinafter referred to as the Company) and its clients. They apply to all quotations, orders, deliveries, installations and other services performed by the Company for both its business clients (B2B) and private end-users (B2C), it being understood that for consumers the mandatory provisions of Book VI of the Belgian Code of Economic Law remain applicable. By placing an order or by signing/accepting the quotation and/or the contract (which may be done by email), the client expressly agrees to the general terms and conditions of the Company and waives the application of any of its own general terms and conditions. Unless expressly and in writing derogated from, these terms and conditions are binding on the client and take precedence over any other possible provisions or conditions. The Company's proposals/quotations do not constitute any commitment unless they have been signed/accepted by the client before the expiry date (and may until that time be revoked at any moment by the Company). Statements made by representatives and orders are only valid when accepted or confirmed in writing by the Company. Indications and descriptions of our products (technical characteristics, presentation, accessories) in our catalogues, documentation or the rates mentioned therein are as accurate as possible, but are provided for information purposes only and without any commitment. Should any provision of these general terms and conditions be wholly or partially invalid, this shall not affect the validity of the other provisions of these general terms and conditions. The fact that the Company does not enforce any clause stipulated in its favour under these general terms and conditions cannot be interpreted as a waiver of its right to invoke it at a later stage. The client accepts that electronic communication, including email, digital signatures and electronic back-ups, may be used as legally valid evidence within the context of the pre-contractual and contractual relationship.

Prices are net and do not include transport costs. Transport costs and all other expenses, taxes and charges incidental to or arising from the sale are borne exclusively by the client. Prices are always based on the wage, service and goods tax values applicable at that time. Should such values change, the Company is entitled to adjust the prices proportionally. The client shall at all times provide the Company with the correct information required to enable invoicing. Any administrative change must be communicated to the Company immediately. Should the Company be required to amend an invoice because the client has not correctly communicated its details, an administrative fee of 20,00 € will be charged. Unless otherwise provided in the quotation, invoices are payable in cash into one of the Company's bank accounts, without discount, deduction, right of retention or set-off. The date of receipt of an invoice is the actual date of receipt. Any discount or price reduction granted by the Company to the other contracting party is only valid if expressly confirmed in writing by the Company by means of a credit note. On all amounts not received by the due date, interest of 10% shall be owed by operation of law and without prior notice of default being required, together with compensation of 15% with a minimum of 150,00 €, without prejudice to the Company's right to claim higher compensation. Any objection to invoices must be notified to the Company in writing, with detailed reasons, by registered mail within eight days of the invoice date. No complaints will be accepted after expiry of this period. No complaint entitles the client to suspend or postpone payment, in whole or in part. Any non-payment of an invoice on its due date shall render immediately due and payable all invoices deferred at that time in respect of the same client. For invoices not yet due, the due date shall be that of the first unpaid invoice. Payments made by the client shall always be deemed to be payments of the oldest unpaid invoice, even if the client refers to a more recent invoice when making payment. In the event of non-payment by the due date, the Company shall be entitled to cancel all outstanding orders, subject to all rights and claims. The client waives statutory set-off. Set-off shall only take place in accordance with a written acknowledgement of debt by the Company or a final court decision. In the event of late payment, as well as in the event of bankruptcy, judicial administration, collective debt settlement and any other indication of manifest insolvency or incapacity on the part of the client, the Company reserves the right to demand advance payment or to suspend or terminate performance of the agreement. The Company cannot be held liable for any damage whatsoever resulting therefrom. The client is deemed to be aware of the legislation on the tax on bill-posting. The client releases the Company from all liability regarding the application of this legislation in connection with the ordered advertising material. The client is personally responsible for the payment of any bill-posting tax due and any fines resulting therefrom.

Unless otherwise agreed in writing, delivery times are given for information purposes only. The Company can under no circumstances be held responsible for delays in delivery caused by facts beyond the Company's control. In the event of force majeure, performance by the Company is suspended for as long as the situation of force majeure makes it impossible for the Company to carry out the delivery, without the client being entitled to claim damages and/or termination of the agreement. The Company shall never incur any liability if it is unable to fulfil its obligations due to force majeure. For the purposes of these general terms and conditions, force majeure means, in addition to what is laid down and established in that respect by law and case law, the situation in which performance of the agreement by one of the parties is wholly or partially, whether temporarily or not, prevented by circumstances beyond that party's control. The following events shall in any case be considered a situation of force majeure: strike, lock-out, war, mobilisation, blockade, uprising, epidemic, pandemic (or a similar situation qualified as such by the competent authorities), any cause preventing regular delivery, and all circumstances causing an essential change in the economic situation, as well as any similar events which the Company might undergo. This is also the case where the client performs poorly or fails to perform its obligations under these general terms and conditions or under any other contract with the Company. Should the other contracting party make changes to its order and should these changes be accepted by the Company, the initially indicated indicative delivery time shall lapse and a new indicative delivery time shall be given by the Company. The Company's liability for delays in delivery shall in any event never exceed 5% of the value of the goods delayed, and only if the client proves that damage has occurred for at least that amount. In any event, such a claim by the client can only be brought after written notice of default has been given to the Company, whereby the Company is subsequently granted a reasonable period for completion. The client undertakes to accept partial deliveries. The delivered products may deviate by 10 % as regards dimensions, quantities and colours.

The goods are delivered at the Company's storage facilities, unless expressly otherwise determined by the Company. The goods are transported at the client's risk. Transfer of risk takes place at the moment the goods are handed over by the Company to the carrier. Should the carrier fail to take delivery of the goods, the goods will be stored at a location designated by the Company. The risk and liability associated with the goods shall then rest with the client.

The Company may at any time require guarantees and/or securities from the client in order to safeguard the proper performance of the client's obligations. Should the client refuse to comply with the Company's request to provide such guarantees/securities, the Company may immediately terminate all agreements with that client without the client being entitled to any compensation. Ownership of the goods delivered by the Company is transferred only upon full payment of the Company's invoices (principal amount, interest, ancillary charges and costs). In the event of payment by cheque or bill of exchange, transfer of ownership only takes place after final collection of the amounts. Until such full payment has been made, the client may under no circumstances dispose of, pledge, encumber with a mortgage or otherwise encumber the delivered goods. The client is fully liable to the Company for any damage to, disposal of or encumbrance of the delivered goods.

All inspections carried out for the acceptance of goods are at the client's expense. The client undertakes to accept the goods, even if they are affected by minor defects. All complaints relating to the goods must be communicated with detailed reasons by registered letter sent within eight days after the goods have been received or refused. Once this period has elapsed, there is an irrebuttable presumption that the goods have been accepted. The client must, within eight days after the complaint, return at its own cost and risk all goods it does not accept. Complaints concerning hidden defects must likewise, on penalty of forfeiture, be reported within eight days of their discovery, and at the latest within six months after delivery. The fact that the Company accepts such returned goods does not in any way mean that the Company acknowledges the validity of the refusal to accept the goods. Nor does it mean that the Company waives its rights against the client.

The client acknowledges and accepts that certain products or services of the Company may be subject to prior permits, notification requirements or other authorisations from public authorities, utility companies, owners or co-owners (such as, among others, town-planning permits, municipal authorisations or co-ownership regulations). It is the client's sole responsibility to independently and timely verify, before performance of the agreement, whether such permits or authorisations are required, and to obtain them - at its own cost and risk. The Company does not provide any legal or administrative advice in this respect and bears no responsibility whatsoever for the absence, refusal, lateness or inaccuracy of such permits. Should a project be wholly or partially unable to be carried out, or be delayed, due to the absence of required permits or approvals, the client remains obliged to pay for the services already performed and the costs already incurred. The client indemnifies the Company against all direct and indirect damage resulting from non-compliance with this obligation.

The Company expressly reserves the intellectual property rights, such as industrial, literary or artistic property rights (the Rights), relating to its specifications, plans, designs, other documents and products. These documents shall be returned to the Company if the agreement is not concluded. The Company assumes no liability whatsoever with regard to the Rights which third parties might assert over goods manufactured in accordance with the plans, studies and descriptions of the client. The client shall refrain from disclosing these plans, drawings, designs, studies, etc. to third parties without the Company's written permission, on penalty of compensation of 15 % of the full contractually owed amount, unless the Company demonstrates greater actual damage. The Company reserves the right to use these for any other purposes without the client's permission.

Except for the liability provided for under these general terms and conditions and subject to the application of mandatory laws or laws of public order, the client may not claim compensation from the Company on any ground whatsoever, in particular for faults (including gross faults) of a pre-contractual, contractual, extra-contractual or tortious nature. The Company is not liable for indirect damage, consequential damage, loss of profit, reputational damage or claims by third parties. The Company's liability is in any event limited to the amount of the invoice, unless otherwise stipulated in these general terms and conditions. The client waives any right of recourse against the Company on its own behalf and on behalf of its insurer, in the event of a payout following a claim. Under no circumstances shall the Company be liable for any damage or fine directly or indirectly resulting from the fact that the structure installed by the Company at the location designated by the client would be contrary to any local, regional or federal, public or internal law, rule, standard, regulation, implementing decree or directive (including, without limitation, any breach of spatial planning legislation or town-planning regulations). Without prejudice to the foregoing, the following additional exclusions apply to specific product groups: The Company is not liable for damage, delay or defective performance where these result from technical limitations relating to the building or its substructure, from incorrect or late information provided by the client, or from aesthetic deviations from visual designs. Only approved technical plans are binding; graphic proposals serve merely as illustrations. The Company is not liable for damage resulting from incompatibility with existing infrastructure or utility lines, defects in the substructure or structural context, nor for damage caused by other contractors or third parties on site. The client is responsible for coordinating all other contractors and for the compatibility of infrastructure and utilities. The Company is not liable for damage to, or caused by, furniture that has been moved, misused, damaged by third parties or affected by weather conditions after installation. Nor is the Company liable for subsidence or other stability issues where no specific ground reinforcement or foundation has been agreed. The Company is not liable for damage resulting from incorrect interpretation of texts or images, or from insufficient visibility or inaccurate placement of signage, insofar as these result from the client's instructions. Where texts, iconography or layouts are supplied or approved by the client, the client is solely responsible for their correctness, comprehensibility and regulatory compliance. The Company is not liable for delays or defects in delivery or assembly caused by weather conditions, logistical obstacles caused by the client or third parties, or late instructions from the client. Any damage, inconvenience or commercial losses in connection with the event not being able to (timely) take place as a result thereof shall be borne entirely by the client. The Company provides no guarantee whatsoever regarding the durability, wear resistance or colourfastness of POS material, unless expressly agreed in writing. It is not liable for damage or malfunctioning where the material has been assembled, moved or stored by the client or third parties.

The client undertakes not to bring any extra-contractual claim against the Company or any auxiliary of the Company (such as, for example, subcontractors, directors, employees or independent service providers) (and any of their own auxiliaries) for claims arising from services which the Company or the auxiliary (or any of its auxiliaries) has performed on the basis of the agreement with the client. This exoneration applies except in the case of intent or where the fault jeopardises a person's life or physical integrity. Only a contractual claim is possible.

Should an agreement/order between the Company and the client be unilaterally cancelled by or at the fault of the client prior to performance, even partially and for whatever reason, the client shall owe the Company a fixed compensation of 30% of the full contractually owed amount, with a minimum of 250,00 €, without prejudice to the Company's right to claim higher compensation if it can demonstrate greater proven damage. Should performance of the agreement/order have already commenced, the Company reserves the right to enforce compulsory performance of the contract. Should the contract nevertheless be prematurely cancelled by or at the fault of the client, even partially, payment for the part of the contract already performed shall in any event remain due. In addition, the Company shall also be entitled to fixed compensation of 30 % of the balance of the full contractually owed amount, with a minimum of 250,00 €, without prejudice to the Company's right to claim higher compensation if it can demonstrate greater proven damage. Failure by the client to timely supply the files required to perform the agreement shall be regarded as a cancellation attributable to the client.

The Company processes the client's personal data in accordance with the provisions of the General Data Protection Regulation 2016/679 of 27 April 2016. Personal data is processed in accordance with the Data Protection Notice which can be found on the website www.herva.be. The client must immediately notify the Company in writing of any change in circumstances (change of address, change of email address, etc.).

The courts of the judicial district in which the Company has its registered office shall have exclusive jurisdiction over all disputes that might arise from this legal relationship between the Company and the client, including disputes concerning the application and interpretation of these general terms and conditions. These general terms and conditions, as well as any contract between the Company and the client, are governed by Belgian law. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention, 1980) is expressly excluded.