General terms and conditions of sale

Information about G2E

These general conditions govern the supply of products and services by GROW TO EXCELLENCE to its customers, both Belgian and foreign. GROW TO EXCELLENCE SRL is a company established at Rue de Coronmeuse, 60 B, 4650 HERVE (Julémont), Belgium, registered under the company number BE0759788528.

The contact e-mail address is chenrar@growtoexcellence.com

Article 1 - Subject

1.1. The present general conditions define, without prejudice to the application of special conditions, the respective obligations of the contracting parties in the event of sales of products and/or provision of services by G2E. These general sales conditions are applicable to all its offers, to all its sales contracts, to all orders placed with it and to all services it provides, including ancillary services. Only waivers agreed upon in writing by G2E can modify the application of these general conditions.

1.2 By signing the agreement, the offer, the order form, the delivery form or by accepting the order confirmation, the contracting party expressly acknowledges having read and accepted these general conditions. The provisions which are not expressly deviated from shall remain in force.

1.3 G2E reserves the right to modify its general terms and conditions at any time, the new general terms and conditions applying to any offer, contract or order made after the entry into force of such modification.

1.4 In case of conflict between G2E's general terms and conditions and those of its co-contractors, it is agreed that the present general terms and conditions will prevail.

Article 2 - Validity of offers

2.1. Unless otherwise agreed in writing, G2E's offers are valid for 30 days from the date of issue. G2E and the customer will only be contractually bound from the moment the customer has actually placed the order by signing an offer, an order form or a contract. The latter formalities entail acceptance of these conditions, to the exclusion of any other conditions of the G2E contractor.

Article 3 - Orders

3.1. No work will be undertaken without an order confirmation and/or a signed and dated offer and/or purchase order being returned to G2E and the deposit of any amount requested by G2E being paid.

3.2. Any order placed with G2E without having been preceded by a written offer from G2E will only be binding on G2E after written confirmation from G2E.

3.3. G2E's relationship managers have no power of representation. The sales they negotiate are therefore only binding after G2E has sent a written acceptance of the order.

3.4. Changes made by the customer to the order form or to the offer issued by G2E will only be valid if accepted and confirmed by G2E in writing.

3.5. In the event of unilateral cancellation of an order by the co-contractor, G2E reserves the right to demand compensation equal to 30% of the total amount of the order.

3.6. Unless otherwise stipulated, any agreement concluded between the parties relating to services to be performed successively at recurring intervals (such as, for example, the hosting of a website or a domain name) are automatically renewable by tacit agreement, unless terminated in writing by either party three months before the anniversary date of the renewal. In this case, G2E can automatically adapt its prices according to the indexation published in the Belgian Official Gazette.

3.7. Unless otherwise stipulated in writing prior to the order and accepted by G2E, any order placed by the co-contractor will be deemed to have been placed in his name and on his behalf and will be invoiced to him in his name and on his behalf. In the absence of an express mention of invoicing in the name and on behalf of a third party in the order confirmation issued by G2E, the latter may in no case be required to invoice a third party.

Article 4 – deadlines

4.1. The deadlines set for the services or deliveries carried out by G2E are only given, unless otherwise stipulated, as an indication. They are respected as much as possible.

4.2. Delays cannot, under any circumstances, justify the cancellation of the order, the termination of the contract, or a claim for damages.

4.3. If a deadline is imperative, it must be clearly specified as such on the order form. In this case only, the customer can, when the delivery suffers a delay, claim compensation without this being able to exceed 10% of the total price of the order.

4.4. In all cases, and even in the event of an imperative deadline, the following circumstances release G2E from respecting the deadlines set for the services and/or deliveries:

Force majeure (including, but not limited to, strikes, technical incidents, supplier delays and labor shortages);
Failure to comply with payment terms;
Changes to orders decided by the customer during work;
Non-provision by the client of the information requested by G2E to perform the services and/or deliveries within the specified period.

Article 5 – DELIVERIES

5.1. If the customer fails to take delivery of the products and/or services ordered, G2E must give the customer formal notice, by registered letter, to take delivery within 8 days.

5.2. If the customer fails to comply within this period, G2E reserves the right to demand the performance of the contract (without prejudice to any damages and storage costs) or to consider it terminated by operation of law (without the need for legal proceedings).

5.3. In the event of judicial or automatic termination, the customer will owe G2E, within 8 days after notification of such termination, a lump-sum compensation of 30% of the purchase price for non-performance (without the seller having to justify this amount), without prejudice to G2E's right to prove and claim greater damages, including storage costs.

5.4. The ordered products will be, by right and within 8 days after the notification of this cancellation, decommissioned/destroyed and thrown away.

Article 6 – PRICES

6.1. The prices indicated are in Euros.

6.2. The prices in force are expressed inclusive of tax. Once the order has been validated or the contract concluded, G2E's prices cannot be revised, but G2E reserves the right to pass on any changes in the rate of VAT before the delivery date. G2E also reserves the right to postpone any new tax and/or rate increase.

6.3. The prices mentioned in G2E's price lists (on its website and in its catalogs) are purely indicative and are not binding on G2E. Only the final price mentioned in the offer or the invoice is valid.

6.4. The prices fixed for the services are established in consideration of a normal work, not subject to any interruption/modification due to the customer. In the latter case, a price change may occur.

6.5. Unless otherwise agreed, they do not include transport costs which are to be paid by the customer. If G2E is responsible for the transport or its organization, the related costs will be invoiced separately according to the official rates in force on the day of delivery.

Article 7 – Methods of payment

7.1. Unless otherwise agreed in writing, G2E's invoices are payable in cash and without discount. The customer must pay for all orders in accordance with the terms and conditions set out in the invoice issued by G2E.

7.2. G2E may allow the customer to pay invoices 30 to 90 days from the end of the month after the invoice is sent. In this case, the invoices will be payable within the agreed period by bank transfer to the bank details indicated on the order confirmation, on the order form and/or on the invoice that has been issued. This authorization must be stipulated in writing on the invoice. This possible authorization can in no way be considered as general and only concerns the invoice on which it appears. In the absence of such a statement, the invoice must be paid in cash.

7.3. G2E is entitled to demand a deposit or any bank/mortgage guarantee from the customer before proceeding with the delivery.

7.4. In the event of non-performance by the customer of one of his obligations and in particular in the event of non-payment of a due date for any reason whatsoever, G2E has the right to suspend by right, without formal notice or compensation, all new deliveries, executions or services of any kind.

7.5. Any invoice that is not contested by registered letter within 8 days of being sent will be considered as accepted by the customer.

7.6. Any request from the customer concerning a modification of the work carried out or a complementary order to the work carried out does not authorize him to suspend the payment of the completed work.

Article 8 – Late payment interest and penalty clause

8.1. Any invoice not paid on the due date shall automatically and without prior notice of default bear conventional interest on arrears of 1% per month started, with a minimum rate in accordance with Article 5 of the Act of 2 August 2002 on late payment in commercial transactions.

8.2. In addition, any unpaid invoice on the due date will be increased, by right and without formal notice, by a conventional, fixed and irreducible compensation of 15% of the amount remaining unpaid with a minimum of 50€ per unpaid invoice. A similar indemnity will be paid by G2E if it does not fulfil its obligations.

8.3. Furthermore, in the event of non-payment of invoices that have reached their due date, the sums due will be increased by 7.50€ as administrative costs per reminder sent.

8.4. In the event that proceedings are initiated as a result of a contractual fault on the part of the client, which includes the non-payment of an invoice on the due date, G2E reserves the right to claim the defence costs (lawyer's fees, expert's fees, etc.) incurred (which are an integral part of the damage), without prejudice to the application of the conventional indemnity described above.

8.5. Failure to pay an invoice on the due date shall render all sums due immediately payable, regardless of any payment facilities previously granted.

Article 9 – Transfer of risks – Retention of title clause

9.1. The risks are borne by the purchaser from the time of delivery. The customer is solely responsible for the loss or destruction, even by force majeure, of the sold products or the fruits of the services, as soon as the delivery is taken.

9.2. The transport is carried out at the customer's risk, even if the means of transport depends on the seller and even if the price is carriage paid. G2E does not guarantee the means of transport under any circumstances. The risks are transferred to the customer as soon as the goods leave G2E's premises, even if the transfer of ownership has been deferred, in particular by the application of the ownership reserve clause.

9.3. The customer acknowledges, in derogation of article 1583 of the Civil Code and in accordance with article 69 of the law of July 11, 2013 on the pledge of movable property, that G2E retains its right of ownership of the products sold until full payment of the price and its accessories (possible expenses, interest and penalties). Consequently, the customer is expressly prohibited from selling, transferring, pledging and generally disposing of the products that are the subject of the contract, before the account is settled.

9.4. 8 days after a formal notice to pay has been sent by registered letter and has remained without effect, the products supplied must be returned to G2E immediately, at the expense and risk of the customer, who is obliged to do so, and this on request.

Article 10 – Complaints

10.1. Except for hidden defects, any claim and/or dispute by the professional customer against the product and/or service supplied must be formulated, under penalty of nullity, by registered letter within 8 days of receipt of the product and/or service supplied or as of their generating event.

10.2. Any complaint relating to an invoice must, under penalty of nullity, be sent to G2E by registered letter within 8 days of the invoice being sent.

10.3. The lodging of a complaint does not in any way exempt the customer from his payment obligations.

Article 11 – Guarantee

11.1. The products and services supplied will be deemed to have been approved by the customer no later than 8 calendar days after delivery, unless the customer notifies G2E of a precise and detailed complaint before the expiry of this period by registered letter.

11.2. The approval will cover all apparent defects and faults of conformity, i.e. all those which it was possible for the customer to detect at the time of delivery or within 8 calendar days afterwards by a careful and serious inspection.

11.3 G2E guarantees the products and services it sells against hidden defects for a period of 12 months from delivery. This warranty is subject to the following conditions. To be able to invoke the benefit of the guarantee, the customer must notify G2E of any complaint relating to hidden defects by registered letter within 8 working days of the discovery of the defect. In addition, the defect must render the Product or Service unfit for its intended use.

11.4 In all cases, in particular in the event of non-conformity of the product or service supplied, apparent defects, hidden defects, material defects, errors of any kind, G2E is only obliged to replace the product delivered by a conforming product but is not obliged to pay any other compensation for any reason whatsoever, and in particular that relating to the costs caused by the replacement, the losses, prejudice and loss of profit that may arise. Under no circumstances will the services performed and/or the products delivered be reimbursed.

11.5 If the contract covers the supply of products not manufactured by G2E, these are exclusively covered by the warranty of G2E's supplier to the exclusion of that of G2E.

11.6 The customer acting for non-professional purposes is entitled to the legal rights under the law of September 1, 2004 on the protection of consumers in the case of the sale of consumer goods. The present commercial guarantee applies without prejudice to these rights.

Article 12 – RESPONSIBILITY

12.1. G2E does not assume any liability other than that provided for in articles 11.1 to 11.6, and this within the limits referred to in these articles.

12.2 Accordingly, G2E disclaims all liability, both to its customers and to third parties, for any direct or indirect damage to property or persons resulting from the use of the Products or Services provided by G2E, including loss of profit or any other loss resulting directly or indirectly from a defect in the Product or Service provided.

Article 13 – Force majeure

13.1. Circumstances such as strike, fire, machine breakdown, supplier delays, internal organisation problems of G2E, epidemics, danger of war, civil war, lack of energy resources, acts of God, supplier bankruptcy, etc. are to be considered as force majeure when they have the effect of delaying or making deliveries very difficult. In such cases, G2E will not have to establish the unforeseeability or irresistibility of the circumstances or the impossibility of performing the contract.

13.2 G2E will inform the customer as soon as possible of the occurrence of the disruptive event.

13.3 G2E reserves the right to extend any agreed period of performance by a period equal to that during which the force majeure event lasted. Likewise, if these events jeopardise the execution of the order in accordance with the agreed terms, G2E reserves the right to terminate the contract without any obligation or liability on its part.

Article 14 – Termination – Resolution at the wrongs of a co-contracting party

14.1. The foregoing stipulations do not contain any waiver of the Company's right to claim, at its discretion, in the event of non-payment or non-compliance by its co-contractor with its contractual obligations (or serious risk of non-compliance with its obligations), the resolution or termination of the agreement, as of right, with damages. This claim will be introduced by a notification by registered letter addressed to the client by G2E. This termination may take place even before the obligations are due.

Article 15 – Specific provisions

15.1 All information about G2E's products and/or services published on its website or any other medium is not binding on G2E and is provided for informational purposes only. G2E reserves the right to change them without notice.

15.2 G2E retains full ownership of all intellectual property rights, of whatever nature, relating to the Products and services it provides. This includes, for example, G2E's rights to its brand name or to the documents and deliverables it produces as part of said services, such as texts, photographs, illustrations, etc. No right of reproduction or communication of these is allowed without the prior consent of G2E.

15.3. The possible nullity of one of the clauses of the present general conditions does not entail the total nullity of the general conditions.

15.4. Insofar as the use of G2E's services involves the processing by G2E of the customer's personal data, G2E will carry out such processing in accordance with the General Data Protection Regulation of 26 April 2016 and the Law of 30 July 2018 on the protection of individuals with regard to the processing of personal data. G2E ensures that any processing is carried out in accordance with the applicable law and, as far as necessary, with the prior consent of the data subject.

The client may ask, at any time, to address to G2E any questions related to the protection of personal data by contacting G2E at the following email address: chenrar @growtoexcellence.com

Article 16 – Applicable law and competent courts

16.1. The parties agree that only Belgian law applies to this agreement.

16.2. Any dispute relating to its formation, interpretation or execution shall be submitted exclusively to the Tribunal de l'Entreprise de Liège, Liège division.