1. Without prejudice to the application of any special terms and conditions included in the quotation, these general terms and conditions apply to all agreements entered into with N.V. COLOSSEUM Entering into an agreement with N.V. COLOSSEUM implies full acknowledgment as well as the complete and unconditional acceptance of these general terms and conditions. N.V. COLOSSEUM reserves the right to amend these general terms and conditions at any time in accordance with economic and legal requirements. The new general terms and conditions shall automatically come into force within a period of 10 working days following notification of the new general terms and conditions to the Customer. The application of these general terms and conditions explicitly excludes the application of any other (general or special) terms and conditions of the Customer.

2. The quotations that N.V. COLOSSEUM sends to customers are without obligation and do not bind it as such. Orders from a Customer that have not been confirmed in writing are likewise not binding on N.V. COLOSSEUM. All quotations are drawn up on the basis of the information provided by the Customer to N.V. COLOSSEUM. Any change to this information may give rise to a revision of the terms and conditions as set out in the quotation. An agreement between N.V. COLOSSEUM and the Customer is only concluded by either (i) the signing of the quotation by both parties within the validity period of the quotation as indicated on the quotation, or (ii) the confirmation of an order by email by N.V. COLOSSEUM, or (iii) the performance of the agreement by N.V. COLOSSEUM. N.V. COLOSSEUM is entitled to demand payment of an advance on the agreed price, as specified in the quotation, in which case an agreement shall only be concluded upon full payment thereof. Furthermore, N.V. COLOSSEUM is entitled to suspend the performance of the agreement until full payment of the advance has been made by the Customer.

3. Unless the parties agree in writing on a different compensation arrangement, N.V. COLOSSEUM shall perform the agreement at the price agreed in the confirmed quotation between N.V. COLOSSEUM and the Customer. Prices are always exclusive of VAT. Furthermore, prices are exclusive of the costs associated with the involvement of third parties. The price is calculated on the basis of the information held by N.V. COLOSSEUM. It is the Customer’s responsibility to provide N.V. COLOSSEUM with all necessary information required to determine the price, and furthermore to ensure that the information provided in this context is correct. If it subsequently transpires that the information provided by the Customer, on the basis of which the price was determined, was incorrect or has since changed, this will give rise to a revision of the price. N.V. COLOSSEUM expressly reserves the right to amend the agreed price if, after the date on which the agreement was concluded, one or more objective cost factors (namely: the prices of materials, raw materials, labour costs or social security contributions) undergo a demonstrable change. N.V. COLOSSEUM shall, where applicable, notify the Customer of the price change. The price may only be adjusted by up to a maximum of 80% of the final price.

4. Unless otherwise specified, invoices issued by N.V. COLOSSEUM are payable no later than 30 days after the invoice date to the bank account as shown on the invoice. Complaints regarding an invoice are only admissible if the Customer notifies N.V. COLOSSEUM in writing, stating the reasons and specifying the invoice date and number, within a period of 8 (eight) days of the invoice’s date of issue, without such notification constituting any acknowledgement by N.V. COLOSSEUM of the contents thereof. In the absence of such notification, the invoice shall be deemed to have been accepted by the Customer without reservation. In the event of non-payment or incomplete payment of an invoice on the due date, all other claims against the Customer that have not yet fallen due shall become due and payable by operation of law and without prior notice of default. In that event, N.V. COLOSSEUM also reserves the right to suspend the performance of all current agreements with the Customer, again without prior notice of default and without compensation. In the event of non-payment of an invoice on the due date, the Customer shall also automatically and without prior notice of default be liable to pay annual interest of 10% on the outstanding invoice amount from the due date of the invoice. Furthermore, the Customer shall automatically and without prior notice of default be liable to pay a fixed sum of 10% of the outstanding invoice amount, excluding VAT, with a minimum of EUR 250, without prejudice to the right of N.V. COLOSSEUM to claim the full amount of the actual loss suffered from the Customer in such a case if the actual loss exceeds the fixed sum. Any payment shall first be applied to the interest due, fixed compensation and costs, and subsequently to the invoices that have been outstanding the longest.

5. If a period for the delivery of the goods was agreed upon in the quotation, this period is at all times strictly indicative and without any obligation of result on the part of N.V. COLOSSEUM to achieve a specific result. N.V. COLOSSEUM undertakes to make the necessary efforts to comply with such periods. A delay in delivery does not entitle the Customer to any compensation, nor does it entitle the Customer to terminate the agreement with N.V. COLOSSEUM. Agreed periods shall in any event be extended as a result of any cases of force majeure for the duration of the force majeure or delays attributable to a third party and/or the Customer, including but not limited to information necessary to commence performance of the agreement being provided late by the Customer to N.V. COLOSSEUM.

6. Unless the parties agree otherwise in writing in the quotation:

• the goods shall be delivered by N.V. COLOSSEUM or a person acting on behalf of N.V. COLOSSEUM on an ex works basis;
• the risks of, inter alia, loss, damage or destruction of such goods shall be borne in full by the Customer from the moment of delivery to the Customer, i.e. ex works.
• the risks of, inter alia, loss, damage or destruction of such goods shall be borne in full by the Customer from the moment of delivery to the Customer, i.e. ex works.

Until such time as ownership of the goods has been effectively transferred to the Customer, the Customer is prohibited from disposing of the goods, using them as a means of payment, pledging them or encumbering them with any other security interest. The Customer undertakes to notify N.V. COLOSSEUM immediately in writing of any claim that a third party may assert in respect of the goods, which are subject to a retention of title pursuant to this article. The Customer undertakes to notify N.V. COLOSSEUM if the goods are stored on premises that are not the Customer’s property and shall, at the request of N.V. COLOSSEUM, disclose the identity of the owner. In the event that N.V. COLOSSEUM invokes the retention of title as a result of non-payment by the Customer, the agreement shall be deemed to have been terminated, without prejudice to N.V. COLOSSEUM’s right to compensation for any loss, including but not limited to loss of profit and other commercial loss.

7. N.V. COLOSSEUM guarantees to supply goods and/or services that correspond to the agreed goods and/or services, in accordance with good industry practice. The Customer undertakes to inspect the goods and/or services immediately upon delivery by N.V. COLOSSEUM for conformity and visible defects. Any lack of conformity between the agreed goods and/or services and the goods and/or services delivered, or the existence of a visible defect, must be notified to N.V. COLOSSEUM in writing without delay and no later than 8 (eight) days after delivery, failing which the goods and/or services shall be deemed to have been unconditionally and definitively accepted by the Customer. Complaints based on hidden defects must, on pain of forfeiture of N.V. COLOSSEUM’s liability, be notified by the Customer to N.V. COLOSSEUM by registered letter no later than 8 (eight) days after their discovery. In the event that goods and/or services supplied by N.V. COLOSSEUM under the agreement with the Customer exhibit visible defects, or insofar as the Customer demonstrates that a non-conforming good and/or service was supplied, the Customer may only claim repair, replacement, or performance of the agreement by equivalent means if repair or replacement is not possible. In the case of hidden defects, the Customer may only claim a refund of the price of the defective goods upon their return to N.V. COLOSSEUM, or a price reduction. Any form of consequential damage is excluded from compensation by N.V. COLOSSEUM. Any legal action regarding potential hidden defects shall only be admissible if it is brought within a period of 6 months after the Customer became aware of, or ought to have become aware of, the defect. However, this period is suspended during the period in which serious negotiations are taking place with a view to finding a solution to the problem. Complaints relating to goods and/or services that have been altered by the Customer or a third party after delivery, or defects attributable to the Customer or a third party, will not be taken into consideration. The Customer acknowledges that the goods supplied by N.V. COLOSSEUM are subject to the warranty limitations of the original manufacturer of the goods, and agrees that such warranty limitations may be invoked directly by N.V. COLOSSEUM against the Customer. The Customer is obliged to enable N.V. COLOSSEUM to investigate the complaint and must therefore provide full cooperation. The Customer’s unconditional acceptance of the goods and/or services supplied by N.V. COLOSSEUM shall be evidenced by the Customer’s unreserved use of the goods and/or services supplied. Should the provisions of Article 1641 et seq. of the former Belgian Civil Code apply, N.V. COLOSSEUM may be held liable on this basis for a period of two years from the delivery of the goods in question. The short period pursuant to Article 1648 of the Belgian Civil Code is set at six months.

8. Neither party shall be liable for any delay or failure in the performance of the obligations under the agreement if such delay or failure arises from force majeure. Force majeure is understood to mean a situation in which the performance of the agreement by one of the parties is wholly or partially, whether temporarily or otherwise, prevented by circumstances beyond that party’s control. The following non-exhaustive list of examples shall in any event be regarded as cases of force majeure: strike or lock-out, lockdown, fire, riot, war, epidemic, pandemic, electrical, IT, internet or telecommunications failures, decisions or interventions by public authorities, errors or delays attributable to third parties, or failure of storage facilities resulting from the aforementioned examples of force majeure. In the event of force majeure, the obligations of the party concerned shall be suspended and the other party shall be notified of this in writing as soon as possible. In such a case, the parties shall make every reasonable effort to limit the consequences of a force majeure situation. Should the force majeure situation last for more than one month, the other party shall be entitled to terminate the agreement without the party invoking force majeure being liable to pay any compensation to the other party, with the exception of costs already incurred by N.V. COLOSSEUM prior to the force majeure situation, which shall be borne by the Customer.

9. The Customer expressly acknowledges that the compensation for damage caused in the performance of the agreement by N.V. COLOSSEUM and/or its agents, within the limits of the law, is governed exclusively by contract law, even where the event giving rise to the damage also constitutes a tort. The Customer furthermore acknowledges that, in such a case, compensation for the damage is limited to direct damage and cannot relate to indirect damage such as loss of profit, loss of opportunity, damage to reputation, moral damage, etc., unless a broader remedy is required on the basis of a provision of mandatory law or public policy.

10. In the event of unilateral termination or cancellation of the contract awarded by the Customer to N.V. COLOSSEUM, whether prior to or during the performance of the works/provision of services/supply of goods, the Customer shall always be obliged to pay N.V. COLOSSEUM in full for the costs already incurred by it, the works already carried out, the materials and supplies already delivered and the services already provided. In accordance with Article 1794 of the Belgian Civil Code, a fixed compensation of 30% of the total contract sum excluding VAT is additionally provided for. This clause applies reciprocally should N.V. COLOSSEUM unilaterally terminate the agreement.

11. The liability of N.V. COLOSSEUM is always limited to a best-efforts obligation, and the Customer must duly prove such liability. Except in the event of fraud or wilful misconduct on the part of N.V. COLOSSEUM, N.V. COLOSSEUM shall never be liable for or obliged to compensate for immaterial, indirect or consequential damage, including but not limited to loss of profit, loss of turnover, loss of income, loss of clientele or claims by third parties, or any other form of damage. The total liability of N.V. COLOSSEUM for direct damage is at all times limited to the value of the goods supplied. Damage attributable to N.V. COLOSSEUM shall, at N.V. COLOSSEUM’s discretion, be remedied in kind, by replacement or repair. Where repair in kind is impossible or entails an unreasonable workload, N.V. COLOSSEUM shall refund the price as set out in the confirmed quotation to the Customer.

11. The liability of N.V. COLOSSEUM is always limited to a best-efforts obligation, and the Customer must duly prove such liability. Except in the event of fraud or wilful misconduct on the part of N.V. COLOSSEUM, N.V. COLOSSEUM shall never be liable for or obliged to compensate for immaterial, indirect or consequential damage, including but not limited to loss of profit, loss of turnover, loss of income, loss of clientele or claims by third parties, or any other form of damage. The total liability of N.V. COLOSSEUM for direct damage is at all times limited to the value of the goods supplied. Damage attributable to N.V. COLOSSEUM shall, at N.V. COLOSSEUM’s discretion, be remedied in kind, by replacement or repair. Where repair in kind is impossible or entails an unreasonable workload, N.V. COLOSSEUM shall refund the price as set out in the confirmed quotation to the Customer.

13. The possible invalidity of any one clause of these general terms and conditions shall not affect the validity of the remaining clauses.

14. Only the Courts of Antwerp, Turnhout Division, shall have jurisdiction to hear disputes and claims. Belgian law shall apply.