1. GENERALITIES
All commercial transactions between NV Fixaflex (CBE number: 0418.028.527) (hereinafter referred to as ‘Fixaflex') and the customer are governed by (in descending hierarchical order): (1) if applicable, the written and signed special agreement, (2) the quotation issued by Fixaflex, (3) these general terms and conditions, (4) Belgian law.

2. ACTIVITIES
Fixaflex manufactures and sells flexible connection hoses for sanitary, HVAC cooling, heating and drinking water (hereinafter referred to as the ‘Goods’).

3. OFFERS AND QUOTATIONS
All quotations from Fixaflex are entirely without obligation and should only be regarded as an invitation for the customer to place an order, unless expressly stated otherwise and by means of the explicit indication that it is a binding document and/or by a signature from Fixaflex. Quotations remain valid for a maximum of one month.
Unless otherwise stated, all prices from Fixaflex are exclusive of VAT, taxes, packaging, handling and transport costs.

4. EXECUTION AND DELIVERY TIMES
4.1. The indicated delivery times for the Goods are purely indicative and approximate.
4.2. Delays in delivery do not release the customer from their obligation (to pay).
4.3 Changes or additions to the order automatically render the initially agreed execution or delivery times null and void. Late payment by the customer also automatically renders the initially agreed delivery times null and void.
4.4 Fixaflex is in no case liable for delays resulting from the default of suppliers of Fixaflex, the customer, or any other third party.

5. FORMATION OF THE AGREEMENT
5.1. Unless otherwise agreed, an agreement is only concluded: (i) if applicable, upon signature of a special agreement, or (ii) as soon as the customer countersigns a binding quotation issued by Fixaflex, (iii) if Fixaflex submits a non-binding quotation to the customer which the customer accepts and Fixaflex accepts this acceptance, (iv) or if the Parties execute the agreement.
5.2. If the agreement is terminated by the customer, the customer shall owe Fixaflex a termination fee of 10% of the agreed price and for custom-made Goods 50% of the agreed price, without prejudice to Fixaflex’s right to prove and charge its actual damages if they are higher.

6. INVOICING AND PAYMENT
6.1.  Fixaflex’s invoices are payable in euros and must always be settled no later than the 30th calendar day following the invoice date, unless otherwise stated on the invoice. In the event of (imminent) insolvency of the customer, invoices are immediately due and payable.
6.2. Invoices may only be validly contested in writing by registered letter within eight (8) calendar days of the invoice date, indicating the invoice date, invoice number and a detailed reason for the dispute.
6.3. If the customer fails to pay an invoice in full by its due date, Fixaflex shall be entitled by operation of law and without any notice, to interest in accordance with the law of 02.08.2002 increased by 2% per annum, as well as a fixed compensation equal to 10% of the unpaid invoice amount with a minimum of EUR 75.

7. TRANSFER OF RISK AND OWNERSHIP
7.1. Ownership of the sold Goods shall only be transferred to the customer after full payment by the customer of all amounts owed to Fixaflex in consideration of the Goods delivered or to be delivered by Fixaflex (including principal, interest and costs), even after processing, mixing and incorporation. Nevertheless, the risks of loss or destruction of the sold Goods shall be borne entirely by the customer from the moment of delivery. Delivery of the Goods takes place at the registered office of Fixaflex.
7.2. Processing of the Goods by the customer does not entail transfer of ownership. Fixaflex shall become co-owner of the product resulting from such processing, even if other materials and goods are used, in proportion to the value of the Goods subject to the retention of title.
7.3. The Buyer shall at all times do everything that can be reasonably expected of him to secure ownership rights to unpaid goods.

8. INTELLECTUAL PROPERTY RIGHTS
8.1. Fixaflex shall at all times remain the owner of all intellectual property rights (including copyright) in the broadest sense of the term and consequently of all documents prepared by it (plans, drawings, models, …), prototypes and prefabrications, as well as any communicated trade secrets, commercial information and know-how. These materials may not, as long as they are not made publicly accessible by Fixaflex, be copied, used for purposes other than those intended, or shown to third parties without prior written permission from Fixaflex, and must be returned immediately to Fixaflex upon simple request.
8.2. Any infringement by the customer of article 8 shall give rise to a fixed compensation equal to EUR 50,000.00, without prejudice to the right to claim higher proven damages.

9. FORCE MAJEURE
9.1. Neither Party shall be liable for any delay or failure in the performance of its obligations if this is due to force majeure.
9.2. Force majeure shall be understood as any event or circumstance that could not reasonably have been foreseen or prevented, or that reasonably falls outside the control of the affected party; in any case, but not exclusively, Fixaflex shall consider the following as force majeure: the impossibility to perform due to natural disasters, nuclear or chemical explosions, measures or regulations issued by an administrative authority or other government body (such as transport, import, export or production restrictions and prohibitions, whether or not pandemic-related, power outages, limited supply of raw materials on the market, changes in regulations regarding mandatory stocks, fire, all types of strikes, failure of suppliers, boycotts, wars and armed conflicts).
9.3. For Fixaflex, force majeure also includes circumstances that affect the supply of Goods or components in such a way that the performance of its obligations can only take place with delay, partially, or not at all.
9.4. The party invoking force majeure shall take all reasonable measures to terminate the temporary force majeure situation and immediately resume performance after the force majeure situation ends, unless expressly agreed otherwise.
9.5. If the force majeure situation lasts longer than sixty (60) days, each Party shall have the right to terminate the order and/or assignment, without prior judicial intervention or further notice and without any Party being liable for damages. Fixaflex shall in any case always be compensated for costs incurred and/or Goods delivered.

10. COMMERCIAL WARRANTY AND HIDDEN DEFECTS
10.1. The customer must carry out an initial verification immediately upon delivery of the Goods regarding: visible defects, conformity of the delivery, quantity and dimensions. Complaints regarding immediately verifiable deviations and/or non-conformity of the delivery of Goods shall only be considered if the customer has noted them on the signed delivery note, or submitted them in writing to Fixaflex within forty-eight (48) hours of delivery of the Goods and in any case before (full or partial) use.
10.2. In addition, Fixaflex grants its customer a ten-year factory warranty (the commercial warranty) for any hidden defects, calculated from the date of purchase of the Goods.
The commercial warranty must be claimed within eight days of discovering the hidden defect via a complaint (see article 11) to Fixaflex.
The provisions and conditions of articles 11 and 12 also apply to the commercial warranty described in this article. If the customer fails to comply with the provisions of articles 10, 11 and/or 12, they may not, or may no longer, invoke the factory warranty. Furthermore, the scope and extent of the factory warranty (for example, consequences of submitting a complaint, cases in which the factory warranty lapses) is also determined by articles 11 and 12 alongside this article 10.
10.3 A (judicial) claim by the customer based on a hidden defect is only admissible if it is filed within two months from the date of discovery of the defect, or the date on which the defect could reasonably have been discovered if this latter date is earlier.

11. CONSEQUENCES OF COMPLAINTS REGARDING GOODS AND SERVICES (AND INVOCATION OF THE COMMERCIAL WARRANTY).
11.1. Upon discovering any defect, the customer is obliged to immediately cease use and to do everything reasonably possible to prevent (further) damage. Any claim to any warranty (including the commercial warranty) or indemnification by Fixaflex shall lapse if the Goods are processed, altered or repaired by the customer or by third parties.
11.2. Fixaflex reserves the right to jointly inspect the defects or complaints on site with the customer and to investigate their cause. Any return or sending back of Goods may only occur with prior written consent from Fixaflex. Fixaflex shall in no case be responsible for loss of or damage to returned Goods until they have been accepted by Fixaflex at its premises.
In the absence of agreement regarding the return of defective Goods, all returns shall be refused and all resulting costs charged to the customer.
If agreement is reached regarding the return or sending back, Fixaflex shall bear the shipping costs related to the return of the defective Goods and the dispatch of replacement Goods, from Fixaflex’s premises to the customer.
11.3. Submitting a complaint does not give the customer the right to suspend their payment obligations.
11.4 The customer shall be liable for the costs incurred as a result of unjustified complaints without Fixaflex being liable for any damages.

12. LIABILITY
12.1. Fixaflex’s liability is in any case limited, at Fixaflex’s sole discretion, to the replacement, repair or resupply of missing or defective Goods.
If replacement, repair or resupply is not or no longer possible or practical, the customer shall be entitled to a corresponding compensation for the damage suffered, to be determined by Fixaflex.
Fixaflex’s liability shall never exceed the invoice value of the Goods, nor shall it exceed Fixaflex’s business liability insurance policy. Fixaflex’s liability is in any case limited to the liability that is mandatory under the applicable law.
Fixaflex’s liability can only apply with respect to its customer (i.e. its direct contractual relationship) and not, for example, to the end user of the Goods.
12.2. The customer cannot claim any warranty (including the commercial warranty as described in article 10) or indemnification from Fixaflex for: (i) damage resulting from abnormal, improper or extraordinary use, stress and/or wear of the Goods or from failure to comply with Fixaflex’s manual or instructions regarding the use and maintenance of the Goods, incorrect storage, handling or maintenance of the Goods; (ii) defects directly or indirectly caused by an act of the customer or a third party, whether caused by error or negligence; (iii) damage caused by force majeure as described in article 9; (iv) indirect damage, such as but not limited to loss of income, damage to third parties, consequential and indirect damage.
In the aforementioned cases, the customer shall also fully indemnify Fixaflex against any claims under the Product Liability Act.
12.3. All delivered Goods are subject to the usual tolerances. Minor deviations are normal and acceptable and do not give rise to any warranty or indemnification by Fixaflex.
12.4 The Parties agree that recovery of damage caused by Fixaflex’s non-performance of a contractual obligation shall only give rise to a contractual claim for liability against Fixaflex and cannot give rise to a non-contractual claim for liability against Fixaflex. Furthermore, the Parties exclude the possibility for the customer to hold Fixaflex’s director(s), employee(s), self-employed service provider(s) or any other auxiliaries personally liable under non-contractual law (pursuant to article 6.3. §2 New Civil Code). This exclusion shall not apply: (i) in the case of wilful misconduct or a criminal offence by the involved auxiliary; (ii) in the case of damage resulting from harm to physical or psychological integrity; (iii) to subcontractors/self-employed service providers who are not directors within Fixaflex and are bound by a fixed-term agreement or for a clearly defined service (e.g. a subcontractor engaged only for a specific Fixaflex project or a supplier insofar as they qualify as an auxiliary under the law).

13. PROCESSING OF PERSONAL DATA
The customer authorises Fixaflex to include the personal data provided by the customer in an automated data file. These data are used for the performance of the agreement and for customer administration. The person responsible for processing the personal data is the director of Fixaflex.
The data are processed in accordance with Regulation (EU) 2016/679 of 27 April 2016 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (‘GDPR’).

14. APPLICABLE LAW AND DISPUTE RESOLUTION
In the event of a dispute regarding these general terms and conditions, as well as any other agreement concluded between Fixaflex and the customer, the courts of Kortrijk shall have exclusive jurisdiction and Belgian law shall apply.