Terms and conditions

  1. DEFINITIONS

“Abroad”: each other country aside from Belgium, whether or not within the European Union;

“Consumer” means any natural person who acts for purposes unrelated to his professional and / or commercial activity, and in accordance with the definition as set forth in the Belgian Code of Economic Law (‘Wetboek Economisch Recht’);

“Service Provider” means VBG B.V.B.A, with offices at 3290 Diest, Hollestraat 17, and known under company number 0645.851.239;

“Services” means the Gecko façade mounting system, designed to create a simple and faster alignment for a support structure for any type of façade that was placed floating, with or without insulation, and / or any (other) services ordered by the customer (“Customer”), Consumer or a professional, and purchased from and / or supplied by the Service Provider;

“Intellectual Property Rights” means all known and unknown rights such as: all trade names, trademarks, patents, knowhow, domain names, copyrights, trade secrets, and all (other) intellectual property rights and industrial property rights (worldwide and of any kind), established by law, contract or license agreement, related to the products and services of the Service Provider.

 

  1. SERVICES.

These terms and conditions (“Terms and Conditions”) are applicable to the Services and each agreement regarding the Services. The Service Provider has the right to change these Terms and Conditions. Changes shall apply to agreements already in progress or ongoing insofar as these changes have been notified to the Customer and the Customer has not made any written objection to these changes within a period of fourteen (14) days after notification by the Service Provider. The Customer acknowledges and accepts that some or all of the Services may, at the sole discretion of the Service Provider and without requirement of the Customer’s prior consent, be provided by one or more third-party subcontractors or affiliated companies. A quotation of different Services does not oblige the Service Provider to provide only part of the Services at a corresponding part of the quoted price.

 

  1. DELIVERY.

Any Coincidences and/or a case of Force majeure give the Service Provider the right to terminate the agreement or order, in whole or in part, or to postpone its execution without any notice or compensation.

 

  1. PRICE AND PAYMENT.

All quoted prices are exclusive of VAT. The Service Provider may, within the framework of the Services, provide an offer to the Customer. Parties can further develop a tailor-made agreement in mutual consideration. Unless otherwise agreed between the parties, the Customer will pay the agreed fees to the Service Provider as follows: an invoice will be sent by email / post after the order of Services has been accepted by the Service Provider. Unless otherwise stated on the invoice, the fees are payable at the time of receipt of the invoice from the Service Provider. If applicable, any changes in rates will be notified by the Service Provider to the Customer at least thirty (30) days in advance. The customer shall have the right to terminate the Services and the agreement between parties at the time of the entry into force of the new changed rates, but only if the Customer provides such termination in writing, by means of a letter with registered mail and confirmation of receipt, no later than fifteen (15) days before the entry into force of the new changed rates. All amounts due and overdue will be increased, ipso jure and without prior notice of default, with an interest of 7% per year or the maximum interest rate permitted by law and/or relevant case law. In addition, the amounts due will be increased ipso jure and without prior notice of default, with a standard fixed penalty of 10% of the relevant amount, with a minimum of € 175.00 per invoice, and this without prejudice to any other legal and/or debt recovery costs, including of all reasonable attorney’s fees and costs. Non-payment, even in part, implies, without any formality or reminder, the claimability of all amounts not yet due. In addition, in the event of judicial recovery of an invoice, the Customer will pay to the Service Provider all reasonable debt recovery costs, including internal administrative costs that exceed the amount of the aforementioned fixed rate penalty.

Parties accept that complaints can only be taken into account, insofar as they are submitted by registered letter within 8 days after the invoice was sent, and with mentioning of the particular complaint in detail. Submitting a complaint does not release the Customer from his payment obligation.

 

  1. INTELLECTUAL PROPERTY RIGHTS.

The products and technologies used within the framework of the Services, and its Intellectual Property Rights, remain the property of the Service Provider or, where applicable, its licensor, and the Customer has no right to reproduce or adapt these products and technology. The Customer acknowledges that all information and ideas regarding the Services as well as the Intellectual Property Rights related to the Services, and any possible improvement, invention, adaptation and development thereof, remain the exclusive property of the Service Provider, or its licensor where appropriate. The Customer will take all reasonable measures to assist the Service Provider in protecting these rights. Customer will in no way knowingly permit a third party to reproduce or adapt the products and technology.

The Service Provider reserves the right to use the knowledge obtained within the framework of the Services for other purposes (e.g. analysis of big data), insofar as this does not disclose confidential information to third parties and insofar as this data is anonymized where possible.

 

  1. GUARANTEE / LIABILITY.

The Service Provider undertakes to perform all Services with due care. However, all Services provided by the Service Provider are best efforts based (‘inspanningsverbintenis’). The Customer accepts that the risk of use of the Services, and its results, lie exclusively with the Customer. No guarantee (unless as set forth within a mandatory law) is provided by the Service Provider with regard to the Services, unless as otherwise stated in these Terms and Conditions. No guarantee is given that the (result of the) Services will meet the personal expectations (functional or esthetics) of the Customer.

 

  1. GUARANTEE PROFESSIONAL CUSTOMER

These terms and conditions shall in general apply to a professional Customer, for example when using the term ‘Customer’, unless it is expressly stipulated in these Terms and Conditions that they apply to a Consumer Customer (as defined above).The obligatory legal guarantee as provided for to Consumers does not apply to professional Customers, who are to be considered as non-Consumers. In such a case, regarding professional Customers, the legal provisions regarding hidden defects (‘Verborgen gebreken’) shall apply, as provided for in articles 1641 through 1649 of the Belgian Civil Code.

When an invoice is forwarded to a natural person who has provided a company/VAT number, the presumption applies that this provision of Services occurs in the context of professional activities (non-Consumer), thus with the application of the tax deduction scheme for VAT and direct taxes. The Customer must inform the Service Provider in due time if the provision of Services must take place in a Consumer Customer relationship.

The Service Provider offers a commercial warranty of ten (10) years to the professional Customer, provided that the following (cumulative) conditions are met:

  • Only the components of the Gecko-fix facade mounting system are used on all areas of the facade when installing the facade elements;
  • The installation of the Gecko-Fix façade mounting system must take place in accordance with the technical regulations and guidelines of the Service Provider, which are always communicated and made available to the Customer when the Services are provided, if applicable;

This commercial guarantee, for the facade installed with the Gecko-fix facade mounting system, for professional Customers only, shall include the following:

  • Protection against detached façade panels;
  • Adequate protection against, for example, birds (avoiding damage to the underlying insulation);

The commercial guarantee commences when the materials of the Service Provider are delivered to the professional Customer.

The following are excluded from the scope of the commercial guarantee provided to the professional Customer: (i) problems and defects in the materials caused by vandalism, (ii) problems and defects caused by the incorrect use of the materials (including the placement that has not been carried out in accordance with the technical regulations and guidelines of the Service Provider), and (iii) causes of force majeure due to weather conditions or cases/defects caused by third parties.

Any defect or problem must be reported by the Customer to the Service Provider within one (1) months after discovery thereof.

The Service Provider reserves the right to carry out an on-site inspection at the Customer’s place, in advance, in the event of a reported defect.

 

  1. GUARANTEE CONSUMER CUSTOMER

The applicable guarantee provisions for the benefit of a Consumer are legally established in the Law on the protection of consumers when selling consumer goods (de Wet betreffende de bescherming van de consumenten bij verkoop van consumptiegoederen), as further stipulated under articles 1649bis-1649octies of the Belgian Civil Code.

The Consumer is informed of the existence of the legal guarantee obligation in accordance with Article VI.2, 5 ° of the Economic Law Code (het Wetboek Economisch Recht), and in accordance with Art. VI.45, 12 ° of the Economic Law Code (het Wetboek Economisch Recht).

The Service Provider will respect all legal guarantee conditions to protect the Consumer.

In case of sales Abroad, the legal protection rules within the framework of the legal guarantee for Consumer shall be offered to the Consumer.

 

  1. DISCLAIMER.

The Service Provider in no way bears any liability for any indirect damage, such as loss of income, clients, etc. The liability of the Service Provider, for whatever legal basis, is in any case limited to the amount paid by the Customer regarding the performance of the Services. Without prejudice to the application of mandatory legal provisions in this regard, the parties expressly agree that the Service Provider can only be held liable in the event of serious error or intent and insofar as positive evidence is provided of the causal link between the serious error or intent and the damage suffered by the Customer.

Insofar as the Service Provider depends in its activities on the cooperation or services of third parties, over which the Service Provider can exert little influence, the Service Provider can in no way be held liable for any damage resulting from these relationships with the Service Provider or their termination, regardless of whether this damage occurs or becomes known during the relationship between the Customer and the Service Provider.

 

  1. PRIVACY & GDPR.

The Service Provider declares to be in compliance with, and to apply, all provisions and obligations imposed in the context of the processing of personal data within the meaning of the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC). The Service Provider has the right, based on the current agreement with the Customer, to process its personal data, among other things in order to guarantee the correct execution of the agreement and the correct execution of Services.

 

  1. TERM.

An agreement is concluded for a fixed term, being the duration necessary to perform the agreed upon Services, unless otherwise expressly agreed in writing between parties.

 

  1. TERMINATION.

Without prejudice to the right of compensation, the Service Provider is entitled to terminate the agreement at any time, even if it was partially executed, by means of a registered letter, ipse jure and without prior notice of default, or to demand additional guarantees of the Customer, in the following cases:

  • in the event of bankruptcy, liquidation or serious impairment of the creditworthiness of the Customer;
  • if the Customer does not comply with the obligations set forth in the agreement between parties, these Terms and Conditions, and in particular the obligations included in Articles 2, 4 and 5 of these Terms and Conditions.

 

  1. SUSPENSION.

The Service Provider has the right and the option, ipse jure and without prior notice of default, to suspend or terminate the agreement or (part of) the Services, in the event that the Customer fails to fulfill any of its obligations.

 

  1. CANCELLATION.

In the event of cancellation of the Services by the Customer, for whatever reason, the Service Provider retains, by way of compensation, any advances paid by the Customer. Where appropriate, the Customer owes the Service Provider, in addition to payment of the Services already provided by the Service Provider, a fixed compensation of 30% of the agreed price as compensation for the damages resulting from the cancellation (including loss of profit). In addition, the Service Provider reserves the right to claim additional compensation if the damages resulting from the cancellation exceed this fixed amount. If the Customer is a Consumer, as is defined within the Belgian Code of Economic Law (“Wetboek Economisch Recht”), and only in such case, the Customer has the same right to an equivalent compensation in the event of a late cancellation of the confirmed Services by the Service Provider, subject to the application of the other provisions in these Conditions (including in the context of force majeure) that the Service Provider could rightfully invoke.

 

  1. PRIVACY POLICY.

The Customer acknowledges having read, and accepts, the Service Provider’s privacy policy, as set forth on the website https://www.gecko-fix.com/.

 

  1. GENERAL.

Only Belgian law applies to these Terms and Conditions and the legal consequences that follow from its application. All disputes that these Terms and Conditions could give rise to, fall under the exclusive competence of the judicial district of Leuven, irrespective of the payment or delivery method.

The nullity or unenforceability of any provision of these Conditions or the agreement between the parties will not affect the validity of the other provisions of these Terms and Conditions or the agreement between the parties, and will not lead to the nullity of these provisions. Such void provisions shall be replaced with a permitted provision which reflects the spirit of the agreement of the parties.

Any rights of the Customer under these Terms and Conditions or the agreement between the parties are strictly personal and non-transferable. Any attempt by Customer’s creditors to acquire an interest in Customer’s rights, whether by law, contractually or otherwise, entitles the Service Provider to terminate the agreement unilaterally and extrajudicially.

The Customer acknowledges that it has read these Terms and Conditions and declares that it has expressly accepted all provisions, conditions and prices.