1. Object and scope

These General Terms and Conditions of Sale (hereinafter: GTC) govern the relationship between Bold & pepper with registered office in 't Hofveld 6c4, in Groot-Bijgaarden and with CBE number 0473.257.852 (hereinafter: the “Agency”) and its Clients. Unless explicitly agreed otherwise in writing, these GTC apply to all services and goods, quotations, orders, agreements and invoices provided by the Agency. The applicability of any of the Client’s terms and conditions of purchase, or other terms and conditions, is hereby expressly excluded. The Agency is only bound by the provisions of the orders accepted by it, of the special agreements concluded by it and of these GTC, excluding the applicability of any other provisions. This applies in particular to any written or oral communication or negotiation that takes place prior to the acceptance of an order. 

2. Quotations and specifications 

The quotations and specifications issued by the Agency are only indicative and can be withdrawn at any time. Their duration and validity shall not exceed 30 days, unless the Agency expressly provides otherwise. The quotations and specifications shall be drawn up on the basis of the instructions given by the Client. Any amendments to the above may result in a price adjustment. 

3. Contract 

An agreement is concluded after explicit written acceptance of a quotation or specifications in accordance with article 2 of these GTC by the Client or the Client’s authorised representative. If the actual delivery took place before the express written acceptance by the Client or the Client’s authorised representative, the agreement shall be considered to have entered into force on the date on which the actual delivery commenced. 

4. Orders - Cancellations 

Any additional order or work shall be confirmed in writing either by means of an order written by the Client or an order confirmation by the Agency. The cancellation or modification, in whole or in part, of the order on the part of the Client after the agreement has entered into force shall only be possible with the express written consent of the Agency. If the Client cancels all or part of the order, he undertakes, in addition to paying for any services already performed, to compensate the Agency for all expenses already incurred and all work already performed, including costs incurred by suppliers, as well as for any loss of profit for the part of the order that has not yet been performed. This profit shall be set at a flat rate of 30% of the agreed price (ex. VAT). Any advance paid in accordance with Article 8 shall still be acquired by the Agency and will be deducted from the compensation due.  

5. Terms 

Unless explicitly agreed otherwise in the order form, the provisions relating to terms shall be indicative only. The agreed deadlines shall be extended by any delay on the part of the Client in the provision of the elements necessary for the performance of the Agency's task or by any delay in the payment of the agreed price and/or advance. A delay in the delivery of products or services may under no circumstances result, by operation of law, in the cancellation of the order and/or the dissolution of these GTC, nor in the payment of any compensation whatsoever. If successive deliveries are foreseen, each delivery must be considered separately as a separate contract, so that the events relating to one delivery do not affect a subsequent delivery. 

6. Transfer of risk - Deliveries 

From the time of the acceptance, by the Client, in accordance with article 3, the risks shall be borne by the Client, unless otherwise stipulated. The documents, goods, projects, etc. of the Client which are in the possession of the Agency, shall be so at the risk of the Client. The latter shall expressly safeguard the Agency against any liability whatsoever, in particular in the event of total or partial damage or loss for whatever reason. The Agency undertakes to take reasonable measures to avoid the occurrence of damage for the Client during the delivery and/or storage of documents, goods, projects, etc. 

7. Complaints 

In order to be valid, any complaint or rejection must be notified by registered letter within 8 calendar days of the delivery of the goods or the provision of services. If the Client fails to accept the delivery, the term of 8 calendar days starts at the time of receipt of the invoice. The lack of any dispute according to the above provisions shall imply the Client’s unconditional acceptance of the delivered product, the service provided and the invoice. The use of a part of the delivery (goods, services and/or work) legally implies the approval of the whole. Any defects to a part of the delivery do not entitle the Client to refuse the whole of the delivery. 

8. Price and payment 

All prices in quotations, specifications and/or orders are exclusive of VAT, unless the Agency explicitly deviates from this. The prices stated in the quotations, specifications and/or orders are those valid on the day of the offer. Our quotations and specifications shall be drawn up on the basis of the instructions given by the Client. Any amendments to the above may result in a price adjustment. Unless explicitly stipulated otherwise, an advance payment of 20% of the agreed sum will be made at the time of acceptance in accordance with Article 3 of these GTC, upon signing, and 50% before the start of the project, and this within 14 days after the invoice has been sent by the Agency. The balance of 30% will be invoiced after the project and is payable within 30 days of the invoice date. 
In the event of non-payment by the due date, the amounts due will be increased, by operation of law and without requiring any notice of default, with late payment interests in accordance with Article 5 of the Law of 2 August 2002 on combating late payments in commercial transactions. In addition, the Client will owe a fixed and irreducible compensation of 15% on the outstanding invoice amount - with a minimum of EUR 500 - without prejudice to the late payment interests referred to in these GTC and any costs due, including legal costs. In the absence of payment of the advance or the balance, the services, goods and/or work may be withheld by the Agency as a guarantee for the amounts due. The lack of payment on the due date makes any other claim on the Client due by operation of law. Complaints shall not be such as to suspend the Client’s payment obligations in respect of other deliveries. 

9. Suspension of obligations 

In the event that the Client fails to comply with his obligations relating to the proper performance of the contract entrusted to the Agency, or fails to pay the invoices in accordance with Article 8, the Agency will be entitled to suspend the performance of its obligations without thus cancelling the contract. Once the Client’s obligations have been fulfilled, the Agency will be free to continue to fulfil its contractual obligations, without prejudice to any changes in prices and deadlines which may be caused by this fact. In addition, in the event that all or part of the defects referred to in the first paragraph persist for a period of 60 days after notice of default, the Agency may regard this contract as legally annulled to the detriment of the Client. 

10. Rights of ownership 

The material transfer of ownership of the agreed services and/or goods shall take place after both the advance payment and all remaining balances, in accordance with article 8 of these GTC and, if applicable, including costs and interest, have been paid and received in full. Until then, the Client cannot freely dispose of them. Unless expressly provided otherwise, all intellectual property rights that arise on the part of the Agency in respect of the works and services specifically carried out in the context of the assignment entrusted to it shall be transferred to the Client. This transfer shall take place at the same time as the material transfer of ownership and shall apply for the entire term of protection of the intellectual property rights, for all forms of exploitation and this at a global level. The Client remains the owner of the materials that it provides to the Agency within the framework of the implementation of the agreement. The Client shall always obtain the necessary permissions and pay fees (such as those owed to the collective management companies) with regard to the creations and materials of third parties that are necessary for the implementation of the agreement. 

11. Insurance 

Unless explicitly agreed otherwise in the order form, the Client takes out the necessary insurances related to the agreement, such as - without being limited to - the insurances to cover theft, damage to or by materials, the civil liability of the Client, etc. Any insurance taken out by the Agency within the framework of the order shall be entirely at the expense of the Client. In addition, the Agency also takes out civil liability insurance. 

12. Liability 

In the event of attributable shortcoming in the implementation of the contract, the Agency shall be liable only for replacing the non-conforming part of the contract. Liability for any other form of damage resulting from relations with the Client is expressly excluded, unless otherwise required by mandatory legal provisions. The Client shall safeguard the Agency against any action by third parties relating to the works, documents, information or elements transferred or to be used and their content. Notwithstanding the terms of payment provided for in article 8 of these GTC, any reduction in the Client’s credit shall justify the demand for guarantees or a prior arrangement, and this before the execution of the orders received. 

13. Force majeure 

In general, all circumstances preventing, reducing or delaying the performance of the contract or causing an excessive increase in the Agency’s performance of its obligations shall be regarded as force majeure. These events release the Agency from all responsibility and liability and allow it, as the case may be, either to reduce its obligations or to terminate or suspend the contract without being liable to pay any compensation. The party claiming force majeure shall inform the other party thereof and shall take all reasonable steps to overcome the temporary situation of force majeure. 

14. Confidential information 

Any form of information transmitted or exchanged between the Agency and the Client within the framework of the Agreement shall remain strictly confidential, except for information that the Client may have disclosed or information that is normally accessible to the public. 

15. Jurisdiction and applicable law 

The contract, including the GTC, is governed by Belgian law. Any disputes stemming from or in connection with the agreement or with these General Terms and Conditions fall under the exclusive jurisdiction of the courts of the judicial district where the Agency has its registered office.