General terms and conditions

1. APPLICABILITY OF THE GENERAL CONDITIONS

1.1 These general conditions apply to all quotations, orders, contracts of sale and supply of products and/or services from, with and by HBC.

1.2 The general conditions of the customer are expressly excluded. The application of these general conditions is accepted by the customer by the mere fact of entering into a purchase agreement or by the acceptance of a delivery.

1.3 In order to be valid, any deviation from the general terms and conditions must have been previously agreed in writing, expressly and signed by HBC.

2. PRICE QUOTATIONS AND ACCEPTANCE OF THE ORDER

2.1 All price quotations made by HBC are valid for a period of 14 days, unless otherwise agreed in writing. The customer must confirm his agreement in writing to the quotation from HBC relating to the order. The contract is concluded when HBC has accepted the customer’s order in writing. Written notifications under the present general conditions are made by e-mail, fax or letter, unless otherwise stipulated. A start of execution by HBC also counts as acceptance, unless this is done with reservation.

3. PRICE AND PAYMENT TERMS

3.1 Unless expressly agreed otherwise in writing, each order is accompanied by payment of the total amount of the order. Payments must be made in euros and by transfer to the bank account(s) indicated on the invoices.

3.2 In the absence of payment on the due date, the sums due to HBC shall be increased automatically, ipso jure and without prior notice of default, by default interest at a monthly rate of 1.0%, commencing from the due date of the invoice, each month started being regarded as a full month, as well as by a conventional and fixed compensation of 10% of the amount unpaid, with a minimum of EUR 250. Additional collection costs such as court costs, legal fees and fees of technical advisors shall also be recovered from the customer.

3.3 Furthermore, in the event of late payment of one invoice, all sums due by the customer to HBC, even if not yet due, shall become immediately due and payable in full.

3.4 In addition, HBC reserves the right, in the event of delay or failure to pay, to suspend or definitively stop the execution of events still planned for the same customer (whether they are the subject of the unpaid order or another order), without prior notice and without prejudice to the possibility of HBC claiming compensation.

3.5 If, at the request of the customer/client, the invoice is drawn up in the name of a third party, the customer will be jointly and severally liable with this third party for payment of the invoice and performance of the other obligations entered into.

3.6 The initially agreed price and the paid advances shall in addition and in any case be acquired by HBC, who, to the extent that they have not yet been paid in full, shall also be able to claim the balance still owed by the customer. The same applies in the event that the order is cancelled before it is executed, in accordance with the provisions of Article 5.

3.7 Any complaint concerning invoices from HBC must be made in writing within 7 days of their date of dispatch. Failing this the invoices shall be deemed to have been accepted without reserve.

4. EXECUTION OF THE AGREEMENT – DELIVERY AND RESERVATION OF OWNERSHIP

4.1 All services, materials or goods delivered that are not explicitly mentioned in the contract or in the offer will be charged extra on the final invoice. Added services do not have to be confirmed in writing. Verbal confirmation of services will be accepted as valid.

4.2 HBC is entitled to cooperate with third parties of its choice and under its responsibility – natural or legal person – for the fulfilment of the services entrusted to it.

5. CANCELLATION OF THE ORDER OR REDUCTION OF PERFORMANCE

5.1 In the event of cancellation of the contract by the customer at any time, the actual costs incurred shall always be payable to HBC. These include, but are not limited to, the working hours, loss of capacity, incurred (reservation) costs of all kinds, etc.

Depending on the applicable case, cancellation of the agreement or of one or more specific orders within the agreement or a reduction in the services covered by the agreement by the customer will result in the following amounts becoming due:

(i) if the cancellation or reduction is announced at least 75 days before the order’s production start date, the customer will owe liquidated damages for unilateral termination of 25% of the total invoice amount;

(ii) if the cancellation or reduction is announced less than 75 days but at least 30 days before the production start date of the order, a fixed compensation for unilateral termination of 50% of the total invoice amount will be due;

(iii) if the cancellation or reduction is announced less than 30 days before the date of commencement of production of the order, lump-sum compensation for unilateral termination is due amounting to 100% of the total invoice amount;

5.2 The flat-rate compensation specified in Article 5.1 does not in any way affect the right of HBC to claim additional compensation from the customer if the damage actually suffered by HBC is higher.

5.3 The customer and HBC may deviate from Article 5.1 in writing in mutual consultation. The additional costs arising from any changes to the original agreement will be charged to the customer.

6. COMPLAINTS

6.1 Complaints about the activities carried out must be notified in writing by the customer to HBC within 7 days of their discovery. The notice of default must contain as detailed as possible a description of the shortcoming, so that HBC is able to respond adequately. Complaints reported after this period will not be accepted.

6.2 If a complaint is well-founded, HBC will still carry out or correct the work as agreed, unless this has become demonstrably pointless for the customer. The latter must be made known by the customer in writing.

7. RETUN

7.1 If HBC has made goods available to the customer during the execution of the agreement, the customer is obliged to return the delivered goods in original condition, free of defects and in full after termination of the agreement or one or more orders within the agreement, within 7 days.

7.2 If for any reason whatsoever, after notice to that effect, the customer is still in default with regard to the obligation mentioned in section 7.1, HBC has the right to recover the resulting damage and costs, including replacement costs, from the customer.

8. TERMINATION

8.1 Without prejudice to the right to compensation and without prejudice to the application of section 1184 of the Civil Code HBC has the right to terminate the contract with the customer ipso jure and without written notice of default if one of the following events occurs: the non-payment on the due date of a single invoice, as well as in the event of death, incapacity, liquidation, apparent insolvency, judicial reorganisation if the customer, after being given notice by HBC, has not confirmed the fulfilment of his contract, or in the event of bankruptcy of the customer.

9. INDEMNIFICATIONS

9.1 The customer indemnifies HBC against claims from third parties relating to intellectual property rights on materials or data provided by the customer, which are used in the execution of the contract.

10. TRANSFER
11. FORCE MAJEURE

10.1 The contract or one or more orders forming part of the contract with the customer may be postponed, modified or cancelled by HBC in the event of force majeure or as a result of external factors beyond the control of HBC. Force majeure means any circumstance beyond the control of HBC, which (even temporarily) prevents it from fulfilling its obligations in full or in part. These include (but are not limited to) a significant change in price/reputation of the ordered known person, materials, premises or services, non-delivery or late delivery or errors by suppliers or other third parties called in, instructions, decisions or interventions of any kind by public, administrative or regulatory authorities (“fait du Prince”), terrorism or threat of terrorism, weather conditions (such as extreme heat, storm, gusts of wind, floods, etc.), fire, riots, civil commotion, etc., or any other event that could affect the performance of the contract. ), fire, riot, war or threat of war, insurrection, death, disease, epidemics, state of quarantine, failure of any (telecommunication) network or connection or communication systems used, disturbances on public roads, blockades, strikes or lock-outs, demonstrations and other disruptive disturbances.

10.2 HBC undertakes however to notify the customer immediately should such events occur and in this case to propose as far as possible an equivalent alternative. Under no circumstances shall HBC be held liable and no compensation shall be due to the customer.

10.3 Force majeure does not release the customer from his payment obligations for services already rendered.

11. LIABILITY

11.1 HBC is not liable for any damage or destruction or theft of objects belonging to the customer which have been entrusted to it in the context of the contract, except where the damage or destruction or theft is due to gross negligence on the part of HBC.

11.2 Liability of HBC in cases of force majeure is excluded. Cases of force majeure do not give a right to any form of compensation.

11.3 HBC has a civil liability insurance. Any extra-contractual liability of HBC is always limited to the cover provided by its civil liability insurance.

11.4 If HBC fails in the execution of its services and does not succeed in rectifying its breach of contract within thirty days of written notice of default by the customer, the total compensation payable by HBC on account of contractual breach of contract shall never exceed 25% of the amount invoiced for the service, unless mandatory rules or provisions of public policy dictate otherwise.

11.5 HBC can never be held liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business stagnation.

12. GENERAL

12.1 HBC reserves the right to use knowledge gained in the execution of the work for other purposes, to the extent that no confidential information is disclosed to third parties. HBC also reserves the right to advertise the orders it has carried out by way of reference for its own company, without obtaining the client’s prior consent.

12.2 HBC shall be entitled to place its name or logo on media used to promote the order, in accordance with the terms to be agreed with the customer. This logo may not be changed, removed or moved without the consent of HBC.

12.3 HBC retains all intellectual property rights to the development, concept and elaboration of the event, including those which would have remained at a development stage or which would not ultimately have been approved or executed.

13. APPLICABLE LAW, MEDIATION CLAUSE AND COMPETENT COURT

13.1 Belgian law is exclusively applicable in case of disputes between HBC and the customer.

13.2 In the event of a dispute between the parties regarding the validity, interpretation or execution of the present agreement, the courts of Brussels shall have exclusive jurisdiction to hear the dispute. The language of the dispute shall be French.