GENERAL CONTRACT TERMS AND CONDITIONS OF KESTENS MONTAGE N.V.
Company number 0427.033.689
These general terms and conditions apply to all price quotations, orders and agreements to
which KESTENS MONTAGE N.V. (hereinafter referred to as “KESTENS”) is a party. As a
rule, deliveries are only made to companies which, by the mere fact of their order(s), accept
that these general terms and conditions apply and, to the extent necessary, that their own
terms and conditions (including of purchase) are excluded. No action by KESTENS (or
persons acting for it) can be regarded as a (possibly implicit) acceptance of other terms and
conditions or of a derogation from these terms and conditions.
Price quotations by KESTENS do not yet form an agreement, not even where they have
been accepted. Price quotations may be changed or revoked at any time. If the customer
decides to place an order, the agreement is effectively formed when KESTENS MONTAGE
confirms such order (by means of an order confirmation). Obvious errors (including
calculation errors) can always be corrected.
All agreements concern a purchase-sale of metal products and constructions, including
where they involve installing and assembling components. The rules on contracting do not
apply and parties expressly exclude them.
4.1. Prices are determined in euros, excluding VAT. Anything that is not explicitly stated in
the order confirmation is not included in the price.
4.2. KESTENS invoices are payable in cash on the day of delivery and/or completion of the
construction in accordance with the order confirmation. Provided that this is stated no later
than at the time of the order confirmation, KESTENS MONTAGE is entitled to demand full
or partial payment of the price in advance.
4.3. In the case of late payment, interest is automatically owed without notice of default in
accordance with the law of 2 August 2002 on combating late payment in commercial
transactions. In that case, indemnification in the amount of 10% of the invoice amount, with a
minimum of EUR 250, is also owed to KESTENS MONTAGE, without prejudice to the
application of the rules relating to the administration of justice costs in the case of a legal
claim. The customer accepts that such interest and the said indemnification are obviously
reasonable, as is customary between companies.
4.4. If the prices of the raw materials needed for the products and constructions, which form
the subject of the agreement, increase by more than 5%, KESTENS will be entitled to
implement a proportional price review and the customer undertakes to accept such review.
Partly in view of any causes beyond our control such as deliveries of equipment, transport
difficulties, strikes, fire and disruptions in the company, as well as the weather, delivery and
installation deadlines are always stated indicatively, and exceeding these at any time cannot
result in any default on the part of KESTENS. Only in exceptional circumstances and if a
deadline is exceeded by more than 4 working weeks, will parties make new and fixed
agreements in mutual deliberation and in good faith.
All deliveries of goods, as well as the assembly of such goods, are made at the risk of the
customer, who is also the sole and only party responsible for the accessibility and suitability
of the place of delivery site or of the site, as well as for adequate utilities, failing which, all
additional costs will be charged to the customer on a cost-plus basis. This also applies to all
additional work that is performed at the customer’s request.
7.1. The customer must inspect all metal products upon delivery. If the products are
assembled by KESTENS, the customer must inspect the entire construction when it is
completed. Complaints relating to any defects in the products and/or the constructions must
be submitted within 48 hours and, in any event, prior to using the products or constructions,
subject to the penalty of nullity of any entitlement and claim for repair or compensation.
7.2. A complaint in itself does not entitle the customer to suspend or terminate the agreement
or to withhold any payments due.
7.3. The customer knows and accepts that metal products can always display certain
tolerances (unevenness, minor derogations from the drawing, stains, etc.). As long as these do
not affect the conformity and the designated use, they are not grounds for a complaint or for
any claim for compensation.
8.1. If KESTENS is in any way obliged to repair or pay for any damage (also extracontractually)
by virtue of or within the scope of the agreement with the customer, then the
obligations of KESTENS will in all cases be restricted to the repair free of charge of nonconforming
metal products or constructions, including the possible full or partial replacement
thereof. KESTENS will do so within a reasonable period, which is to be agreed with the
8.2. KESTENS will never be liable, not even on an extra-contractual basis, for other damage,
such as damage in the form of loss of profit, moral damage, indirect damage or consequential
damage. The customer will indemnify KESTENS against any claims relating to the abovementioned
forms of damage to the customer’s personnel or appointees.
8.3. Under no circumstances can KESTENS be obliged to pay any compensation for damages,
everything included, for a total amount that is higher than the price of the agreement with the
8.4. The customer has a duty to limit damage. He, she or it must take all necessary and useful
measures as soon as it is possible to notice the damage. If this obligation is not fulfilled, the
customer will be fully liable for all subsequent damage or exacerbation thereof.
8.5. If any damage is also attributable to an act or omission on the customer’s part, the latter
must prove the causal link with a precise share in the damage at the liability of KESTENS. If
KESTENS does the repairs, these will only be free of charge for the amount of such share.
8.6. In any event, the customer is the sole and only person liable for constructions made in
accordance with his, her or its instructions or plans, even if KESTENS was requested for
advice in this regard. The customer will also fully indemnify KESTENS against any possible
claims and demands by third parties (including the customer’s staff or appointees) if these are
founded on any fault or defect whatsoever relating to the design of the constructions.
8.7. Any claim for compensation for damage on whatever grounds expires 6 months after the
damage was established or could have been established.
8.8. The customer accepts that the provisions of this section regarding liability and damage
are customary and reasonable.
No obligation whatsoever on the part of KESTENS can be regarded as a joint and several
(or as an indivisible, or as a solidary) obligation, not even if KESTENS performs work
together with another company. Neither can KESTENS MONTAGE be held liable for any act
by a third party, with the exception of its agents.
All metal products made and delivered by KESTENS remain its property until they are
paid in full, including interest and costs where appropriate. The customer undertakes not to
dispose of or encumber any of these products until such payment has been made.
11.1. Either party may terminate the agreement if the other does not fulfil an obligation,
notwithstanding a prior, formal and written notice of default in which a reasonable period of
time must be given to remedy the situation. Such termination will have retroactive effect to
the date of the above-mentioned notice of default.
11.2. KESTENS is entitled to decide to terminate the agreement without further notice of
default in accordance with one or more of the following suspensory conditions: voluntary
liquidation of the customer, bankruptcy, judicial or other reorganisation procedure (including
the Belgian Law on the Continuity of Enterprises (WCO/LCE)).
In the case of assembly at the customer’s premises, the customer is the sole and only party
responsible for complying with all legal and regulatory requirements relating to nature and the
environment, urban development, well-being at work, health and safety. The customer is
therefore always liable for all the accompanying costs.
If any provision of these general terms and conditions is found to be null and void, not
applicable or not enforceable, it will remain without effect on the other provisions and these
will be replaced by a new provision that approximates the spirit of the old provision as closely
as possible. In the event of a legal dispute, the parties expressly authorise the court to proceed
with such replacement.
KESTENS processes the customers’ personal data for the purposes of managing customer
files, quotations, order confirmations, agreements and the execution and follow-up thereof,
including invoicing and payments. Therefore, everything is related to the agreements between
the parties. These data are stored for as long as is required by law. The customer has the right
to access and copy his data and can have them rectified if they are incorrect or incomplete.
For all such requests, customers are requested to contact us via the following email address: email@example.com.
15.1. Belgian law applies exclusively to all disputes that may arise between KESTENS and
the customer. The application of the Vienna Sales Convention of 11 April 1980 is expressly
15.2. Only the courts of the judicial district of Leuven have jurisdiction to take cognisance of
disputes between KESTENS and the customer.