General Terms & Conditions

 

Scope of Application

In these general terms and conditions, “StandPlus” shall mean the private limited liability company STANDPLUS BV, having its registered office at Krommebeekpark 22, 8800 Roeselare, registered with the Crossroads Bank for Enterprises under number 0466.272.268. In these general terms and conditions, “Client” shall mean any natural person, legal entity or public authority that places an order with StandPlus.

These general terms and conditions apply to the formation, content and performance of the agreement, as well as to all other legal acts and legal relationships between the Client and StandPlus, and therefore to all goods delivered and/or sold to the Client and/or services or works provided to the Client.

The applicability of any general or other terms and conditions used by the Client, under whatever name, is expressly excluded.

 

Formation of the Agreement

All quotations or offers made by StandPlus, in whatever form, are non-binding and merely constitute an invitation to enter into an agreement, unless expressly stated otherwise in writing in the offer. All orders placed by the Client with StandPlus, whether or not following an offer by StandPlus, shall be considered as an offer to contract and shall only be deemed accepted by StandPlus after explicit written confirmation of acceptance by StandPlus, or by execution of the order. StandPlus reserves the right, after receipt of an order (which qualifies as an offer to contract), to refuse such order without providing any justification and without any right to compensation on the part of the Client.

All stated delivery periods are indicative only and are provided for informational purposes. StandPlus cannot be held liable for exceeding an indicated delivery period. In the event of modifications or additional works, the delivery period shall be extended by the number of days required to perform the additional works.

 

Prices

Unless expressly agreed otherwise in writing, all prices are stated in EURO and are exclusive of VAT. The stated prices are indicative and subject to fluctuations resulting from changes in indexation, currency exchange rates, wages, insurance costs, social security charges and raw material prices.

StandPlus expressly reserves the right to charge the Client for taxes, levies or any other costs or price increases imposed on StandPlus due to circumstances beyond its control (including but not limited to legislative changes, government decisions or the introduction of new taxes or levies).

If additional or repair works must be carried out beyond the agreed works or services, these shall be charged at the applicable hourly rates and market prices of materials at the time of execution.

 

Payment

Payment of StandPlus invoices shall be made by the due date stated on the invoice or, in the absence thereof, no later than thirty (30) days from the invoice date. Under no circumstances shall the Client be entitled to any discount, set-off or suspension of payment. The due date of one invoice renders all other outstanding amounts owed by the Client immediately due and payable.

Any protest concerning an invoice must, under penalty of forfeiture of rights, be submitted to StandPlus in writing, by registered mail and duly reasoned, no later than eight days after the invoice date. Such protest does not suspend the Client’s payment obligation and must be addressed to the registered office of StandPlus.

Unless otherwise agreed, invoicing shall consist of an advance invoice and a balance invoice. If the advance invoice is not paid (or only partially paid) by its due date, StandPlus reserves the right to suspend (further) execution of the order until full payment of the advance invoice, or to cancel the order, in which case any amounts already paid shall remain acquired by StandPlus and StandPlus shall be entitled to charge all works performed and costs incurred, including those related to cancellation.

If the Client is not a consumer within the meaning of Article I.1, paragraph 1, 2° of the Belgian Code of Economic Law, the Client shall automatically and without prior notice of default be deemed in default upon expiry of the due date and shall owe a fixed compensation of 15% of the outstanding amount with a minimum of EUR 75.00, as well as interest at 12% per annum from the due date, whereby part of a month shall count as a full month.

If the Client is a consumer within the meaning of Article I.1, paragraph 1, 2° of the Belgian Code of Economic Law and fails to pay the invoice by the due date, late payment interest shall be due in accordance with Article XIX.4, 1° of the Code of Economic Law, as well as a fixed compensation of 15% of the overdue amount, subject to the following maximum amounts:

• €20.00 for outstanding amounts up to €150.00
• €30.00 + 10% on the amount exceeding €150.00 for outstanding amounts between €150.01 and €500.00
• €65.00 + 5% on the amount exceeding €500.00, with a maximum of €2,000.00, for outstanding amounts exceeding €500.00

The fixed compensation is payable by the consumer Client after expiry of a period of 14 calendar days following the first formal notice (which serves as a reminder). This period starts on the third working day after dispatch of the notice by registered mail. If sent electronically, the 14-day period starts on the calendar day following dispatch. Late payment interest is due from the calendar day following dispatch of the first reminder. Each additional registered notice after the first (free) notice shall incur an administrative cost of €7.50.

 

Client’s Information Obligation and Technical Provisions

Prior to stand construction, the Client must provide StandPlus with all information and instructions from the trade fair organiser, including but not limited to: technical plans, stand connections, information regarding assembly and dismantling, etc. The Client shall be liable for all costs and damages resulting from failure to provide complete and correct information.

 

Liability

StandPlus shall in no event – except in cases of gross negligence or wilful misconduct by StandPlus or its appointees – be liable for business losses (direct or indirect), consequential damages or economic losses suffered by the Client.

The parties expressly agree that the Client shall ensure, within the limits permitted by law, that a third-party clause is included limiting the extra-contractual liability of StandPlus and its auxiliaries. The parties agree that Article 6.3, §2 of the Belgian Civil Code cannot be invoked against StandPlus.

The Client shall indemnify StandPlus and its auxiliaries against any extra-contractual liability claims brought by a principal creditor arising from or related to execution of the assignment, except in cases of gross negligence or wilful misconduct.

In case of rental of goods, the risk transfers to the Client from the moment the goods are made available until their return to StandPlus. The Client must insure the goods against all risks of damage and theft.

To the extent StandPlus may be held liable, such liability (except in case of wilful misconduct or gross negligence) shall be limited to 45% of the invoice amount for the relevant assignment.

In B2B relationships, liability for defects in delivered goods is limited to free replacement of the goods.

If StandPlus stores goods on behalf of the Client, this is considered gratuitous safekeeping. StandPlus shall return the goods in the same or agreed condition. Liability exists only in case of proven fault by StandPlus. The Client bears the burden of proof. StandPlus is not liable for inherent defects or special risks not communicated by the Client. The Client undertakes not to deliver dangerous goods (ADR goods) for storage.

If goods must be collected at StandPlus’ premises, risk transfers upon notification that goods are ready for collection, except in case of gross negligence or wilful misconduct.

If StandPlus transports goods on behalf of the Client, the provisions of the CMR Convention shall apply.

 

Acceptance of the Stand

StandPlus and the Client shall carry out a physical acceptance of the stand once construction has been completed.

During dismantling after the fair, only goods present at the start of dismantling can be reloaded and returned. StandPlus shall not be responsible for goods missing at dismantling or damaged between initial acceptance and dismantling.

 

Retention of Title

Goods sold remain the exclusive property of StandPlus until full payment of all amounts due. After registered notice of default, StandPlus may reclaim the goods. Costs of recovery shall be borne by the Client, who shall also be liable for damage or theft.

 

Termination of the Agreement

StandPlus may terminate the agreement automatically and without prior notice in case of bankruptcy, insolvency proceedings, seizure or any change in the Client’s legal status.

In case of non-payment within the agreed term, StandPlus may consider the agreement terminated.

Upon termination, StandPlus is entitled to payment of all costs already incurred and works performed, plus compensation as follows:

• 80% of the agreed price if termination occurs less than 1 month before delivery (or event date)
• 50% if less than 3 months before delivery (or event date)
• 30% in all other cases

 

Invalidity of Provisions

If any provision is held invalid, illegal or unenforceable, this shall not affect the validity of the remaining provisions. The parties shall negotiate in good faith to replace the invalid provision.

 

Applicable Law

The agreement and all related legal relationships shall be governed exclusively by Belgian law.

 

Jurisdiction

All disputes relating to or arising from the agreement shall, at StandPlus’ discretion, fall under the exclusive jurisdiction of the territorially competent courts of the registered office of StandPlus.