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General terms and
conditions of payments

GENERAL TERMS - Club Claudine & Productions Associées asbl 

Applicability:

The client's signature on the estimate implies the express and unconditional acceptance of these general conditions by the client, notwithstanding any contrary provisions appearing on any document or correspondence from the client, unless formally and in writing accepted by "Productions Associées asbl" (hereinafter "the asbl") or one of its authorized representatives.

 

Order:

This estimate constitutes the entire agreement between the parties regarding the described subject matter and supersedes any prior agreement, correspondence, or written communication. No document, agreement, indication, or clause can create obligations binding the asbl unless it is the subject of an amendment or a specific agreement signed by the client and the asbl or one of its authorized representatives.

 

Price:

Only the prices listed in the estimate shall bind the asbl. Prices will only be definitively fixed on the day of the client's signature on the estimate.

 

Delivery Times:

The delivery or execution times specified, if any, in the estimate are maintained to the extent possible, but they do not constitute an essential clause of the agreement between the parties. A delay in delivery or execution cannot be invoked by the client to request the resolution of the contract, claim damages, or assert any other claim, unless expressly agreed upon in writing by the asbl.

Responsibilities of the Client:
The client is responsible for providing the service provider with all the information and elements necessary to carry out the services within the agreed timeframe. The client is also responsible for the accuracy of the information provided. In case of delay or failure to provide the necessary information, the Provider reserves the right to adjust the delivery time.

 

Responsibilities of the Provider:
The Provider undertakes to provide the services in accordance with the specifications agreed with the Client. The Provider shall not be liable for any consequential damage or loss of profit suffered by the Client. In the event of force majeure or circumstances beyond its control, the Provider reserves the right to suspend or cancel the services.

Confidentiality:
The Provider undertakes to treat all information provided by the Client as confidential. The Client also undertakes to maintain the confidentiality of information provided by the Provider. The parties undertake not to disclose such information to third parties without prior agreement.

 

Delivery of Goods:

As soon as the ordered goods are available, they are made available to the client, who is notified by phone or by any other means agreed upon at the time of the order. Delivery-receipt is deemed complete when the goods leave the premises of the asbl or any other place where they are made available for the client to take delivery, in accordance with the first paragraph of this article, whether they are directly taken by the client or by a carrier appointed by the client or the asbl at the client's request. From this moment on, the risks of loss or damage to the goods during transport, for example, are the responsibility of the client. If the client does not take delivery of the goods within one month from their availability, these goods shall be deemed delivered-received on the date of notification, implying that the responsibility in case of theft or physical damage to the goods is the responsibility of the client, and the warranty period starts from the date of said notification.

 

Transfer of Ownership:

In all circumstances and in derogation of Article 1583 of the Civil Code, ownership of the ordered goods is transferred to the client only after full payment of the agreed price. The client undertakes to keep the goods in good condition until full payment of the price. In case of non-payment by the client of the asbl's invoices when due, the asbl may, by operation of law and without notice, consider the contract as resolved. At that time, the asbl will be entitled to demand the return of the goods from the client, without prejudice to the recovery of damages suffered.

 

Claims:

The client's acceptance of the goods implies unconditional acceptance of their conformity regarding quantity and quality. Claims or disputes regarding the quality of goods or services or invoices must be sent to the asbl, by registered letter with reasons given, under penalty of forfeiture, no later than fifteen days from the date of delivery or the last date of service provision. The filing of a claim does not release the client from its payment obligations. If the claim is valid, the warranty for the goods is limited either to the free replacement of the goods recognized as defective by the asbl or to the refund of the order price, excluding any other damages and interest.

 

Invoicing - Payment - Late Payment:

Invoices will be issued electronically. If the client does not wish to receive invoices electronically, they are requested to notify the asbl as soon as possible. The asbl reserves the right to refuse to send invoices by postal mail if it deems the reasons given by the client for refusing electronic invoicing are unjustified. Invoices issued by the asbl are payable - no later than before the due date mentioned on the front of these invoices - at the headquarters of the asbl into its bank account at Belfius Bank, under the number: BE62 0689 0087 1561. In case of late payment, the asbl reserves the right to suspend its services and resume them upon payment regularization. In case of non-payment on the due date, the invoices shall automatically bear interest at the rate of 8.5% per annum, and they shall also be increased automatically by 10% as a lump sum indemnity, without notice. The indemnity shall never be less than €40.00. (cf. law of August 2, 2002, concerning the fight against late payment in commercial transactions, amended by the law of November 22, 2013) The default or delay in payment of all or part of an invoice will also automatically trigger the demand for all other overdue invoices. The asbl reserves the right to refuse any further orders or to subject their acceptance to the provision of sufficient guarantees.

 

Modification or Cancellation of the Order:

By signing the estimate, the client places a definitive and irrevocable order. No order can be canceled or modified without the prior written agreement of the asbl and upon compensation of all resulting expenses by the client.  Unless otherwise agreed in writing by the asbl, in case of cancellation of an order by the client, the asbl may either demand full payment for the canceled work and services if they have been partially or completely performed, or payment of compensation equal to at least 50% of the canceled work and services if they have not yet commenced. Furthermore, if the order involved the payment of a deposit, the amount of which is indicated on the estimate, the deposit will not be refunded, regardless of the reason for the cancellation.

 

Termination:

The order of goods or services may be terminated by either party with immediate effect when the other party fails to meet its obligations arising from these general conditions and does not remedy any such breach within a period of 15 days from the notice of such breach served by the other party by registered mail.

Intellectual Property:

The client is solely responsible for the content of printed or electronic publications requested to be produced by the asbl. The client is specifically responsible for obtaining permissions and paying any rights related to programs, texts, photos, illustrations, music, and any other works used, and the client guarantees the asbl against any claims from third parties and/or judgments in principal, interest, and expenses.

 

Liability:

The asbl commits to executing the order in accordance with the estimate, to the best of its abilities. The client agrees to cooperate with the asbl throughout the execution of the order to facilitate and improve the quality of the services as defined in the estimate. The liability of the asbl is limited to the repair of direct, foreseeable, personal, and certain damage resulting from its intentional wrongdoing or gross negligence. The asbl shall not be held liable for any indirect damages generally incurred by the client or third parties, such as additional expenses, loss of business, loss of contracts, loss of data, software, machine time, financial or commercial loss, loss of profit or revenue, increased overhead costs, etc., or any other such damage caused by the execution of the order. The client is fully aware of the artistic qualities of the individuals appointed by the asbl for the execution of all or part of the order and waives the right to invoke the direct liability of the asbl in this regard. The client alone bears responsibility for the protection and safeguarding of its own data.

 

Instructions:

The asbl acts as an independent service provider with respect to the client and is solely responsible for its employees. The client shall refrain from exercising any authority as an employer. In accordance with Article 31 § 1 of the law of July 24, 1987, on temporary employment, temporary work, and the hiring out of workers to users, the client may, however, provide instructions to the employees regarding compliance with its obligations concerning worker well-being. It may also provide them with instructions strictly necessary for the successful completion of the subject matter of the order, provided that these instructions do not undermine the asbl's authority as an employer and are detailed in the estimate. The client shall indemnify the asbl against any sums, interests, expenses, and fines to which the asbl may be liable as a result of the client's non-compliance with this clause.

 

Force Majeure:

If, as a result of force majeure, the asbl is compelled to interrupt the execution of the order, the performance of the contract shall be suspended for the period during which it cannot fulfill the order. Force majeure encompasses all events beyond the control of the asbl, unpredictable and irresistible in nature, of any kind, such as natural disasters, adverse weather conditions, fires, strikes, sabotage, acts or regulations issued by administrative or judicial authorities, which render the performance of the contract impossible.

 

Invalidity:

The invalidity of a clause in these general conditions does not affect the validity of the other clauses. The null clause shall be replaced, by mutual agreement or by the court, with a clause that best approximates the economic intent of the voided clause.

 

Competent Court and Applicable Law:

The contractual relations between the parties to whom these general conditions apply are governed exclusively by Belgian law. In the event of a dispute over the application or interpretation of these conditions, and in the event of failure to reach an amicable resolution, the courts of Brussels shall have exclusive jurisdiction, unless the asbl, acting as the plaintiff, prefers to bring the action before any other competent court.

 

CONDITIONS OF PAYMENT - Club Claudine & Productions Associées asbl 

 

Article 1. General conditions

These general conditions of payment apply to the conclusion of an order form or a request for invoicing of copyright and neighboring rights, notwithstanding any stipulations to the contrary appearing on any document or correspondence emanating from the client, unless a formal and written acceptance by the non-profit organization "Productions Associées" (hereinafter "the NPO") or one of its authorized representatives.

Article 2. Payment

Invoices issued by the NPO must be paid - at the latest before the due date mentioned on the front page, at the head office of the NPO in the bank account opened in his name at Belfius bank, account number: BE62 0689 0087 1561

Article 3. Default and late payment

In case of late payment, the NPO reserves the right to suspend its services and to resume them under payment regularization. In the event of non-payment within the fixed terms, the invoices will automatically and without formal notice, incur interest penalties at the rate of 8.5% per year. In addition,  the invoice will be increased by right and without notice of 10% as a lump-sum indemnity.  The indemnity will never be less than 40,00 €. (Cf. law of 2nd August 2002 on the fight against late payment in commercial transactions as amended by Act of 22 November 2013). The failure or delay of any payment or part of an invoice will cause also automatically and without notice, the payment of all other outstanding invoices. The NPO reserves the right to refuse any further order or to make its acceptance subject to the provision of sufficient guarantees.

Article 4. Complaint – dispute

Any complaint or dispute concerning the quality of the goods or services or invoices must reach the NPO by registered letter with reasons, under penalty of forfeiture, at the latest within fifteen days from the date of delivery or the last date of performance on duty.

The introduction of a claim does not relieve the customer of its payment obligations. If the claim is well founded, the guarantee of property is limited either to the free replacement of the goods recognized as defective by the NPO, either to reimbursement of the price of the order, excluding any other damages and interests.

 

Article 5. Assignment of jurisdiction

All agreements concluded through Productions Associées are subject to Belgian law.
In the event of a dispute and in the event of failure to reach a friendly settlement, the courts of Brussels shall have jurisdiction, unless the NPO - acting as plaintiff - prefers to bring the action before any other competent court.

Article 6. Billing and payment:

Invoices will be issued electronically. If the client does not wish to receive the invoice electronically, it is requested to inform the NPO at the earliest. The association reserves the right to refuse the sending of invoices by post if it considers that the reasons given by the customer to refuse the sending of the invoices by electronic means are not justified.

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