GENERAL TERMS AND CONDITIONS OF FRIJNS UNLIMITED BV(KBO no. 0761.336.865)
1. The quotation and these General Terms and Conditions govern the contractual relationship between Frijns Unlimited BV (hereinafter "Frijns") and the customer or his legal successor (hereinafter the "Contract").
2. The Contract is concluded upon acceptance of the price quote (by letter, email or even by telephone). A price in the quotation which the average consumer can understand to contain a clerical error or mistake shall in no way bind Frijns.
3. By accepting the quotation, the Customer acknowledges having read, understood and accepted these General Terms and Conditions.
4. The Customer confirms that he has been sufficiently informed about the object of the quotation, e.g. by means of the 3D presentation, the samples shown or the supplier's photos and illustrations.
5. Any conditions of the customer shall not apply under any circumstances, not even when order forms of the customer are used, not even additionally.
6. Should unforeseen and unaccountable circumstances arise, such as insufficient availability of necessary parts or in the event of force majeure, as a result of which Frijns is unable to fulfil the Contract or at a much higher price, Frijns will contact the Customer as soon as possible and the Customer will have the opportunity to amend the Contract or cancel it free of charge.
7. The prices given in the quotation are always based on the terms of wages and parts applicable at that time. Subsequent price increases of parts will be passed on and the cost of wages will also be adjusted annually on 1 January on the basis of the health index.
8. All work not specified in the quotation and carried out in consultation with Frijns shall be considered as additional work and shall be invoiced at a price customary at the time.
9. In the case of compound price quotes, there is no obligation to perform a part at the corresponding part of the total price.
10. The price quotations are only valid for the order mentioned in the price quotation and not for any similar, future orders.
11. All invoices shall be payable at the latest within thirty (30) calendar days from the invoice date, and an invoice shall be sent electronically (by e-mail) with the agreement of the customer.
12. Any invoice, the amount of which has not been settled, or has not been settled in full, by the due date shall, after notice of default, be subject to interest on arrears at the legal interest rate and a fixed compensation amounting to 10% of the invoice amount (with a minimum of EUR 500.00 and a maximum of EUR 2,500.00 per invoice). Partial payments shall first be used to cover costs, interest and damages and shall then be deducted from the principal balance.
13. In case of non-payment on the due date Frijns shall be entitled, after prior notice of default, to suspend the Contract in its entirety or for the part not yet performed. If Frijns fails to fulfil its commitments, the Customer shall also be entitled to suspend the fulfilment of its commitments.
14. Any protest against invoices must be made by registered letter within fifteen (15) calendar days of the invoice date at the latest, under penalty of cancellation. The date and the invoice number must be mentioned in the registered letter, failing which the protest will be considered non-existent.
15. Frijns undertakes to exercise due care in executing the assignment(s) entrusted to it and is only charged with an obligation of effort ("to the best of its ability").
16. Because Frijns' work is always custom-made and its execution is also subject to unforeseeable and unaccountable circumstances, the delivery and execution deadlines are only given as an indication. The Customer explicitly confirms that the delivery and execution period is not an essential provision of the Contract.
Delays in delivery or performance can therefore never give rise to any penalty, compensation or dissolution of the Contract.
17. The Customer shall ensure that the vehicle is brought to Frijns on the scheduled date and in the correct manner, with delivery of a key and all on-board documents.
18. Partial execution is allowed if Frijns believes that this is necessary in view of the nature of the work. In such cases, Frijns reserves the right to invoice as the work progresses.
19. Frijns reserves the right to suspend execution if not all previous invoices and invoices already due have been paid in full.
20. All risks related to delivered or installed parts (including loss, theft and destruction or damage) are transferred to the Customer upon delivery/installation.
21. Frijns offers the manufacturer's warranty on the installed parts. If accelerated or severe wear and tear should occur on parts after the execution of chiptuning and/or other modifications as commissioned by the Customer, the Customer alone shall bear any (negative) consequences thereof.
22. Replaced parts will be made available to the customer after execution of the order(s), if desired. In case of a warranty claim, this will only happen after the warranty claim has been settled.
Return - Right of retention
23. The customer must collect the vehicle from Frijns on the specified date. If this does not happen within three (3) working days, Frijns shall charge €75 for storage costs per calendar day.
24. Frijns is entitled to postpone returning the vehicle until after full payment of all remaining amounts due for work carried out on the vehicle.
Authorisations - technical inspection
25. The client shall ensure all authorisations or permissions that may be necessary for the execution of the order(s), including the affixing of signs protected by trademark rights, and shall be solely responsible for the legal consequences of the execution of the given order(s), including any technical modifications to the vehicle not approved by the FPS Mobility and Transport. The client shall indemnify and hold Frijns harmless against any possible claim or liability, of any nature whatsoever, levelled against Frijns as a result thereof.
26. After the vehicle has been returned by Frijns, the Customer undertakes to have any technical changes registered with the competent authority in the vehicle documents and to inform the vehicle insurer of the changes. Frijns is not responsible for whether or not the competent authority or vehicle insurer accepts the changes made.
27. In the event of a fault, Frijns is first and foremost obliged to provide compensation in kind. All costs exceeding the costs of repair or replacement, such as transport costs and costs of disassembly or assembly, shall always be at the expense of the Customer.
28. Only if repair in kind is not possible, Frijns shall be liable to the extent that its insurer intervenes and up to the amount covered by the insurer. If the insurer does not intervene, the compensation to which Frijns may be liable, whatever the cause, nature or object of the claim, shall amount to a maximum of 50% of the relevant invoice value (excluding VAT) of the price quote. For insurance reasons, any claim for damages must in any case, under penalty of lapse, be reported in writing within one month of learning of the incident or the damage on which the claim is based, and the defects and the damage must be proven in a contradictory manner. It is not permitted to withhold or postpone payment of outstanding invoices merely on the grounds of (alleged) damage.
29. Barring fraud or deliberate error, Frijns cannot be held liable for consequential damage and/or any indirect damage, including loss of use and profit, provided for in alternative transport.
30. Frijns can never be held liable for:
30.1. damage or defects caused by stone chippings, normal wear and tear, careless or incorrect use, no, insufficient or poor maintenance, or the actions of third parties such as animals or the weather
30.2. damage due to reasons that are not attributable to Frijns, such as (i) reasons of force majeure or (ii) interventions by the Customer himself or by third parties at the Customer's request.
Cancellation - dissolution
31. In the event of cancellation of the Contract by the Customer before the scheduled date of execution, the Customer shall owe liquidated damages amounting to 30% of the value of the price quote with a minimum of EUR 750.00 if this occurs more than four (4) weeks before the scheduled date and 100% of the value of the price quote if this occurs less than four (4) weeks before the scheduled date of execution, in each case without prejudice to Frijns' right to prove and claim higher damages. If Frijns cancels the Contract (before execution has started), it shall owe the Customer the same compensation.
32. If the Client cancels the Contract after the start of execution, the Client shall in any case owe damages corresponding to the full value of the price quote, without prejudice to Frijns' right to prove and claim higher damages.
33. The customer must report all complaints, if any, within two (2) months after the execution to the Frijns by registered letter, under penalty of cancellation.
34. Frijns is liable towards the customer for any defect that exists in the execution of the parts and that manifests itself within a period of two (2) years from the delivery/installation.
35. The Customer must report all complaints, if the defects were hidden, to Frijns by registered letter within two (2) months from the day on which the defect was identified, under penalty of cancellation. If the defect occurs after six (6) months after delivery/installation, the Customer must prove that this defect already existed at the time of delivery/installation. After one year from the discovery of the defect, the customer's legal claim lapses, without this period being allowed to expire before the end of two (2) years.
36. If the investigation shows that the complaint is well-founded, the customer shall prefer a repair or replacement free of charge. Should this not be possible, the customer shall be entitled to request an appropriate price reduction or to demand the dissolution of the Contract.
37. Any legal action shall be brought by the customer before the competent court within six (6) months after its determination, under penalty of lapse.
Protection of personal data - reference
38. Frijns undertakes to comply with the applicable legislation in Belgium on the protection and processing of personal data (including the Privacy Act and the GDPR) and their respective obligations under this legislation.
39. Frijns is entitled to refer to the cooperation with the customer as a reference in promotions and to take photographs of the vehicle for promotional and publicity purposes.
40. The Contract contains the entire agreement with respect to its subject matter and supersedes and extinguishes all prior communications, understandings and agreements, whether written or oral, express or implied, between the parties.
41. If certain provisions of the Contract are held by a court to be void or unenforceable, in whole or in part, the Contract shall continue to exist for the remaining provisions and the remainder of the provisions referred to. The parties agree that in such case the invalid or unenforceable provision shall be deemed to be replaced by a valid and enforceable provision consistent with the original intent of the parties.
42. Any failure by Frijns to demand performance of the provisions of the Contract shall not imply waiver or relinquishment of the application of this or any other provision.
43. Only Belgian law shall apply.
44. Except for any applicable provisions of consumer law to the contrary, any dispute arising from or related to the Contract shall be heard exclusively by the Commercial Court of Antwerp, section Tongeren.
Deviating provisions for the Customer who is a company:
The foregoing shall also apply if the Customer is a company, but in that case additional or different provisions shall apply:
45. Article 12 shall be replaced by the following provision: Any invoice, the amount of which has not been settled, or has not been settled in full, on the due date shall be increased, ipso jure, by a fixed and irreducible amount of damages equal to 10% of the amount owed, with a minimum of EUR 500.00, without a notice of default being required. In addition, interest on arrears shall be due by law at the statutory rate in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions, without prior notice of default being required. Each month started shall hereby be considered a full month. Partial payments shall first be used to cover costs, interest and damages and then be deducted from the principal balance.
46. Additional article: If there are objective reasons to believe that the Client's solvency and/or liquidity position has been jeopardised (e.g. bankruptcy, protested bills, apparent insolvency, arrears in payments to Frijns or third parties, the Client obtaining a collective debt settlement, etc.), Frijns shall be entitled either to demand an advance payment or security from the Client, or to dissolve the Contract by operation of law and without prior notice of default.
47. Articles 33, 34 and 35 will be replaced by the following provision: Any complaint must be addressed to Frijns by registered letter within eight (8) calendar days after the alleged fault or negligence was discovered or could reasonably have been discovered, and in any case before any use, change or repair is made, on pain of forfeiture of all claims. Complaints about the execution must always be fully and clearly described, with supporting documents.
48. Article 44 shall be replaced by the following provision: In the event of a dispute about the formation, the execution, the compliance, the validity or any other dispute within the framework of the Contract, only the Commercial Court of Antwerp, section Tongeren shall be competent.