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General terms and conditions of sale and business for consumer customers as of January 24, 2022

1. Definitions

In these general terms and conditions, the following definitions shall apply:

  • ” The company “: SA VERANDAIR, a legal entity registered with the B.C.E. under number 0441.314.861, with its registered office at rue Véroffe, 12, 5660 COUVIN;
  • ” The customer “: the company’s co-contractor, i.e. any individual or legal entity who orders goods and/or work from the company on the basis of our quotation or order form.


2. Scope of application, acknowledgement and acceptance

  • These general terms and conditions form an integral part of the contract concluded between the parties, even if they contradict the customer’s own general and/or special terms and conditions.
  • If the customer applies general and/or special conditions, their validity is challenged by the latter. The customer’s general and/or special terms and conditions only form part of the contract if the company expressly approves their validity in writing.
  • By placing an order, the customer confirms that he/she has read and accepted these terms and conditions without reservation, and waives the right to invoke his/her own terms and conditions of purchase or payment, even if they appear on the order confirmation or in any other document.

3. Offers

  • The information contained in the company’s price lists, brochures, website(s), etc. is for information purposes only and is not binding until confirmed by the company in an individual offer to the customer in the form of an order form as referred to in article IV of these general terms and conditions.

By signing the order form, the customer acknowledges that he/she has been sufficiently informed of the technical aspects of the company’s products and services, and in particular of the indications given concerning the strength of the materials, their resistance, the need for regular maintenance and the fact that the work constitutes a light aluminum retractable shelter and not a habitable structure attached to his/her building.

  • The company’s offers are valid for a period of two weeks from the date on which they are sent to the customer.

After this period, the company cannot be compelled to accept the customer’s order.

Furthermore, as long as the offer has not been accepted by the customer, the company may make any changes it deems necessary.

  • The order will only be considered definitive after written confirmation by both parties, in accordance with article IV of these terms and conditions.

 
4. Order form
The order form duly signed by the customer and the company constitutes a firm and definitive commitment by both parties to the goods/services as described, at the price indicated.

The purchase order may only be modified by mutual agreement of the parties, recorded in writing.

Unless otherwise specified on the order form, the customer is solely responsible for all preparatory work to be carried out prior to installation.

5. Contract cancellation/termination

  • The company reserves the right to terminate the contract without prior judicial intervention and without the customer being entitled to any compensation:
    • if it turns out (e.g. following measurements) that the technical feasibility of the work is not possible;
    • or if the customer, after formal notice, does not comply with his obligations ;
    • or in accordance with the last paragraph of Article VIII of these General Terms and Conditions.
  • In the event of termination of the contract at the customer’s initiative or to the customer’s detriment, the latter is liable to pay a flat-rate indemnity of 10% of the said contract, without prejudice to the company’s right to demand reimbursement of the costs incurred and/or committed and compensation for the loss actually suffered, taking into account all the circumstances.

Without prejudice to the foregoing, any deposit previously paid by the customer remains the property of the company in the event of cancellation of the contract at the customer’s initiative or to the customer’s detriment.

  • In the event of termination of the contract at the company’s own initiative and to its detriment, the company is liable for a flat-rate compensation of 10% of the contract.

6. Prices and payments

  • Sales prices for goods and services are expressed in euros.

They are exclusive of tax (at the rate in force at the time of invoicing), freight, postage, packaging, insurance and shipping costs, where applicable.

When a quotation or order form mentions an amount including taxes and/or charges, this is for information only.

Taxes and charges imposed on orders placed by the customer are subject to change and may be imposed after the date on which the order form is signed.

If such charges and/or taxes are introduced or increased after the purchase order has been signed, the customer must pay them (or the difference, in the case of an increase) at the time of invoicing.

  • All orders are fulfilled at the price specified in the purchase order.
  • The contract may be subject to price revision due to unforeseen circumstances. Thus, in particular, an increase in the market price of basic materials, in employer’s charges, or in exchange rates, duties, taxes and any other charges likely to affect the goods and/or services ordered, occurring between the issue of the purchase order and delivery, automatically entails a readjustment of the price agreed by the company.
  • An initial deposit is payable by the customer on signing the order form, and is specified on the order form.

A second down-payment, equivalent to 40% of the total order (including the first down-payment), is payable by the customer at the time of production start-up, as notified by the company.

A third deposit, equivalent to 50% of the total order, is payable by the customer when the goods are unloaded.

The balance, equivalent to 10% of the total amount of the order, is payable by the customer at the time of installation and acceptance of the work in accordance with these general terms and conditions.

  • An invoice is issued to the customer after payment.

The invoice can be sent electronically or by post, at the company’s discretion.

  • Non-payment of amounts due will automatically entail, without prior notice, payment by the customer of interest on arrears of 10% per annum and compensation equivalent to 20% of the sums due by way of penalty clause, with a minimum of €200.
  • In the event that the company agrees, on an exceptional basis, to grant terms and deadlines for the payment of an amount due by the customer, the sole failure to make a payment, even partial, on the expiry of the deadline granted shall render the outstanding balance immediately due and payable.
  • Any agreed discount will not be payable by the company if the customer fails to meet his payment obligations.
  • In addition, if the payment deadline is exceeded, the company has the option of carrying out outstanding deliveries/work only against advance payment of the balance of the amounts due for the entire contract, or after the customer has provided a guarantee in accordance with the company’s request.

7. Delivery of goods, performance of work and acceptance of work

  • The indicative delivery and execution time is in the order of 45 and 60 working days, excluding periods when the company is closed, starting after the customer has paid the first two instalments referred to in article VI.4 and has agreed to the technical terms proposed by the company.

The company makes every effort to meet the delivery and performance deadlines given to the customer. However, these times are only indicative and are never binding.

In particular, the delivery and performance times indicated to the customer are automatically extended in the event of force majeure, bad weather, supply difficulties, lock-downs, impossibility of reaching the customer, of arranging an appointment with the customer, or for any other reason attributable to the customer or a third party (e.g. administrative authorization).

In any event, under no circumstances may the customer invoke a delay in delivery or execution to cancel or terminate an order, or to claim compensation for delay, whatever the prejudice suffered: any delays do not give the buyer the right to cancel the sale, to refuse the goods/work, or to claim damages.

  • The customer undertakes to take delivery of the goods and to allow the work ordered to be carried out.

If installation/work is planned, the customer undertakes to :

  • have complied with all legal and regulatory requirements and obtained all necessary permits for installation/work (building permit, environmental permit, etc.);
  • guarantee the company free access for its own vehicles and/or those of its subcontractors to the work site; the customer therefore undertakes to ensure that the site is passable and accessible to vehicles up to the point where the installation/work is to be carried out;
  • clear the work area and its surroundings ;
  • remove or protect property located in the vicinity of the installation/work and in the path of vehicles/workers belonging to the company and/or its subcontractors;
  • guarantee the stability of the site where the construction is to be installed; all works other than those to be carried out by the contractor before or after installation must comply with the rules of the trade, and their characteristics must be communicated to the contractor in advance;
  • guarantee the company and/or its subcontractors free use of electricity and running water;
  • guarantee the company and/or its subcontractors a sufficient number of parking spaces to enable company vehicles to park in the immediate vicinity of the equipment unloading area; if necessary, the customer will take the necessary steps to obtain authorization from the relevant authorities;
  • disposal of packaging; the customer is responsible for waste disposal.

Any costs incurred in this connection are to be borne by the customer.

If the installation/work location is not sufficiently accessible or free, the customer will compensate the company for any additional costs resulting therefrom and which exceptionally had to be advanced by the company, and the company reserves the right not to install the material/undertake the work.

  • The company may take advantage of facts attributable to the customer and causing delay and/or prejudice, in order to obtain revision or termination of the contract and/or damages.
  • The company reserves the right to make changes to constructions and to use materials other than those specified in the order form, provided that the quality is comparable, and without this giving rise to compensation or a reduction in price.
  • The company gives the customer at least three days’ notice of the installation date, although the parties may agree to a shorter period. Acceptance of the work takes place on the day of installation, or as soon as installation is complete if it takes several days. A record of installation and acceptance is signed by both parties.

The parties check the completed work together. The results of this verification are recorded in a report.

The work is deemed to have been accepted if no or only minor defects are found. Any defects must be rectified by the company within a jointly agreed timeframe.

When acceptance reveals major defects, the parts of the work free of defects, or affected by minor defects, are accepted immediately. Acceptance of parts of the work with major defects is deferred. The company will eliminate the defects within a jointly agreed timeframe. Once the defects have been eliminated, the parts of the work with major defects are accepted as described above.

If the customer is materially unable to attend the installation on the date announced by the company, another date will be set by mutual agreement within one month of the initial announcement for the signing of the installation and acceptance report. In this context, the customer undertakes to be reasonably available. Failing this, the company reserves the right to set the date for acceptance of the work.

It is explicitly stipulated that the use of the work by the customer without reservation, and the absence of any reservation formulated within 48 hours of installation, are deemed to constitute approval of the conformity of the work and acceptance of the work; the acceptance report is then purely formal.

If the company is closed during the month following the initial announcement of the acceptance date, the acceptance date may, at the company’s request, be set during the following month.

If the customer is absent on the date set for acceptance, the work is deemed to have been accepted without reservation by the customer on that date.

  • Pending acceptance of the work, the customer may not use it or allow it to be used.

If the customer (or a third party) takes possession of or uses the work before the installation and acceptance report has been drawn up, this automatically implies tacit acceptance.

8. Customer responsibility

The frames of our terrace/pool enclosures and pergolas are made of lightweight aluminum structures. They are designed to withstand a snow weight of 45kg/m2 and wind speeds of up to 100km/h.

The maximum snow load is equivalent to the surface area of the shelter multiplied by the weight of the snow. For example, a 20m2 shelter is likely to be able to support a maximum load of 900kg (20m2 x 45kg). For information, the weight of snow can vary from 150 to 300 kg/m3 depending on its density. Packed snow can reach 500km per m3. It is therefore essential to clear your pergola of snow from a depth of 9-10cm. To avoid snow accumulation, you can also maintain a constant temperature of 12° inside the shelter.

To withstand such loads, the shelter or pergola must be anchored to the ground and/or securely fastened to the wall. Your shelter is equipped with solid anchors all around the perimeter. These anchors are connected to long metal dowels inserted into the ground of your terrace. You’ll need to ensure a solid, reinforced concrete base (free of electrical cables) at least 15 cm thick all around the patio enclosure, to enable the dowels to be fixed in place.

  • In accordance with article VII.2 of these general terms and conditions, the customer guarantees that the site is free of all obstacles (materials, trees, shrubs, etc.), horizontal, smooth and completely level. Any costs incurred in this connection are to be borne by the customer.

If the ground is not sufficiently free, horizontal, smooth and/or level, the customer will compensate the company for any additional costs incurred, and the company reserves the right not to carry out the agreed work.

  • VERANDAIR is not competent to probe or assess the nature of the ground where the shelter will be installed and/or to probe or assess the nature of the (invisible) wall support where the shelter or pergola will be installed. The customer is therefore responsible for the stability of the site where the construction is to be installed and/or fixed. Please inform us as precisely as possible, in writing, of the location of any invisible obstacles in the ground or walls (electrical cables, water, oil and gas pipes, etc.). Underfloor heating is strongly discouraged.

If the construction site is not sufficiently stable, the customer will compensate the company for any additional costs incurred, and the company reserves the right not to carry out the agreed work.

9. Force majeure, acts of God and unforeseen circumstances

  • The company may not be held liable, either contractually or extra-contractually, in the event of temporary or definitive non-performance of its obligations when such non-performance is the result of force majeure or fortuitous events.

In particular, the following events are considered to be cases of force majeure or fortuitous events: earthquakes; fires; floods; epidemics; lock-downs, acts of war or terrorism; industrial disputes, whether declared or not; blockades; insurrections and riots; a stoppage in the supply of energy (such as electricity); an act or decision by a third party where this decision affects the proper performance of the contract; any other cause beyond the reasonable control of the company.

  • If, due to circumstances beyond the company’s control, the performance of its obligations cannot be continued or is simply made more onerous or difficult, the company and the customer undertake to negotiate in good faith and in good faith an adaptation of the contractual conditions within a reasonable period with a view to restoring the balance.

If no agreement is reached within a reasonable period of time, either party may invoke the termination of the contractual relationship between them without compensation or indemnity of any kind whatsoever, except in the case of payment by the customer of the pro rata share of services provided by the company.

10. Authorizations

  • The customer is solely responsible for any administrative authorization that may be required (planning permission, environmental permit, etc.) and expressly declares that it has such authorization at the time the contract is concluded, subject to the possibility for the parties to insert a condition precedent relating to such authorization, which is then governed by article XIII of these general terms and conditions.
  • Should the services of an architect be required for any reason whatsoever, the customer will be solely responsible for the architect’s costs.

 
11. Claims

  • Any complaint concerning the goods/work carried out must be notified promptly and within 48 hours of the date of installation of the work by e-mail confirmed to the company by registered mail within eight calendar days of the date of installation of the work. If defects are detected and not reported within the aforementioned time limit, the right of denunciation lapses.
  • In any event, goods are deemed to have been accepted upon payment of the invoice without reservation.
  • If a customer complaint proves to be justified, the company will have the choice between replacing or refunding the goods concerned.

 

12. Ownership of goods and transfer of risk

The goods remain the exclusive property of the company until the work has been installed and accepted, and until full payment has been received from the customer: the company reserves ownership of the goods delivered (and installed) for as long as they have not been accepted and/or the customer has not fulfilled his payment obligations in full.

This reservation of ownership remains valid if the customer has processed the goods and/or if they are attached to another structure or connected to the ground.

The customer accepts the use of seals on the work to ensure that it cannot be used until ownership has been transferred. In the event of use of the work by the customer or a third party prior to signature of the installation and acceptance certificate, such use shall be at the exclusive risk of the customer, who shall have no recourse against the company.

The customer undertakes to insure the goods subject to retention of title for an adequate value.

13. Conditions precedent

  • If the contract is concluded subject to the condition precedent of the granting of planning permission, the customer must submit a complete application for planning permission, in accordance with the applicable legal provisions, within one month of signing the contract.

In the event of refusal of the planning permission applied for, the customer must validly carry out the administrative appeal provided for until a decision on the appeal is obtained.

The customer will keep the company closely informed of its progress.

If it turns out that no planning permission is required, or if we fail to produce proof of a complete permit application and the two refusal decisions, the condition will be deemed fulfilled.

In any case, the deposit paid by the customer in accordance with article VI.4 of these general terms and conditions when signing the order form will not be returned.

  • If the contract is concluded subject to the condition precedent of the granting of a bank loan, the customer will make every effort to obtain this from a minimum of 3 banks. In any case, he must submit a credit application in accordance with the requirements of the banks contacted within one month of signing the purchase order.

The customer will keep the company closely informed of any steps taken in this direction.

If the requested credit is not granted within three months of signing the contract, the company will be released from any obligation to carry out the agreed work, and the customer will owe the company compensation of €250.

In any case, the deposit paid by the customer in accordance with article VI.4 of these general terms and conditions when signing the order form will not be returned.

14. Warranties

  • In accordance with articles 1641 to 1643 of the French Civil Code, the company is obliged to guarantee products against hidden defects which render the products unfit for the use for which they were intended, or which diminish this use to such an extent that the customer would not have purchased them or would only have paid a lower price for them had he been aware of them.

In the event of a hidden defect, the customer must act promptly in accordance with Article 1648 of the French Civil Code, and may choose between returning the product with a hidden defect for a full refund, or keeping it for a partial refund.

The company is not obliged to guarantee goods against apparent defects, which the customer could or should have noticed at the time of delivery.

Similarly, the company is only obliged to guarantee goods against hidden defects of which it was aware at the time of sale, and which it failed to warn the customer of.

  • In accordance with article 1649quater of the French Civil Code, the customer who is a consumer is also entitled to a two-year legal warranty for any defects in conformity that existed when the product was delivered and that have appeared within two years of delivery.

This warranty includes repair or replacement of the defective product, at no cost to the customer-consumer.

If, however, such repair or replacement proves impossible, disproportionate for the company or would cause serious inconvenience to the customer-consumer, an appropriate reduction or refund may be offered to the consumer, subject to the latter’s surrender of the defective products.

The customer-consumer is obliged to inform the seller of the existence of the lack of conformity, in writing, within a maximum period of two months from the day on which he noticed the defect, on pain of forfeiture of his right to claim.

This warranty does not apply if the failure is due to incorrect use (in particular with regard to the instructions provided by the company), external causes, poor maintenance, normal wear and tear or any use which does not comply with the company’s instructions.

  • Without prejudice to the aforementioned legal warranties, the customer benefits from the following “commercial” warranties for VERANDAIR telescopic shelters:

 

  • 15 years on the shelter’s aluminum structure (frame and assembly brackets)
  • 10 years on lacquering
  • 10 years on glazing
  • 10 years on polycarbonate or composite roofing sheets
  • 2 years on silicone seals
  • 2 years on screws, hardware and all parts inherent to the enclosure, excluding items (a,b,c,d)
  • 2 years on blinds, electrical equipment (e.g. lighting, motorizations, remote controls)

These “commercial” guarantees only apply in the event of full payment of the amounts due by the agreed due dates.

During the first year of the warranty, all labor and travel costs are fully covered by the company. After the first year, labor and travel costs will be invoiced to the customer on the basis of a purchase order.

  • Acceptance of the work, whether express or tacit, marks the starting point of the applicable legal and contractual warranties, provided that all amounts due have been paid in full by the customer.
  • Spare parts used by the company when repairing the work follow the asset in which they have been placed and therefore fall under the warranty of this asset. The warranty runs until the end of the warranty period for the basic product.

 
15. Liability
 

  • In the event of delivery of non-conforming or defective goods, the company’s liability is limited to the repair of the defective goods or their replacement, without compensation for direct or indirect damage.
  • If the repair/replacement of non-conforming or defective goods is materially impossible, or excessively expensive or difficult for the company, the company and the customer undertake to negotiate in good faith and in good faith an adjustment to the contractual conditions. In no case may the customer demand to retain an amount greater than the damage actually suffered, of which he shall provide proof, and this amount shall in any case be proportional to the breach(s) found on the part of the company.
  • Under no circumstances will the company be entitled to claim compensation for direct or indirect damage suffered by the customer as a result of inappropriate or improper use, work carried out by the customer or a third party, or failure to comply with the company’s operating or maintenance instructions, replacement of parts which do not comply with the original specifications, normal wear and tear, faulty or negligent treatment, unsuitable terrain, chemical, electrochemical or electrical influences for which the company is not responsible, repairs or modifications carried out by the customer or a third party, etc.

 

16. Intellectual property

  • The company’s products and information, logos, drawings, trademarks, models, slogans, graphic charters, etc., accessible through price lists, brochures, website(s), order forms, etc., are protected by intellectual property law.
  • Unless otherwise agreed in advance, the customer is not authorized to modify, reproduce, rent, borrow, sell, distribute or create derivative works based in whole or in part on the aforementioned elements.
  • In the event that the customer reproduces, in any format whatsoever, an element of the company’s intellectual property, he must inform the company, for example by means of an annotation “Copyright by VERANDAIR” under, on, or next to the element in question, which may not be modified under any circumstances, except with the company’s express prior consent.
  • Use of this element is at the customer’s own risk.

 

17. Personal data protection

  • All personal data required to process an order are stored by the company, and may be passed on to companies with which it collaborates, where such communication is necessary to process the order.

The collection and use of customer data for the purposes of order processing is aimed in particular at :

  • customer contact (making appointments, etc.) ;
  • order execution (delivery, etc.) ;
  • invoicing services.

The company may also process the customer’s personal data for advertising purposes.

  • The customer’s personal data is stored securely and confidentiality is respected.
  • The customer may, at any time, by means of a written, dated and signed request sent to the company, and after having proved his identity (by enclosing a copy of his identity card) obtain, free of charge, the communication of personal data concerning him which have been collected by the company, as well as, if necessary, the rectification of any data which are inaccurate, incomplete or irrelevant, or their deletion.
  • If the customer wishes to obtain further information on this subject, he may contact the company directly, or contact the Commission de la protection de la vie privée (Rue de la Presse, n° 35 à 1000 BRUXELLES; tel: 02/274.48.00; e-mail: commission@privacycommission.be).

18. Settlement of disputes and applicable law

All aspects of the contract shall be governed by and interpreted in accordance with Belgian law.

Any dispute arising out of or in connection with the contract shall be subject to the jurisdiction of the company’s registered office, although the company reserves the right to bring the matter before the courts of the customer’s domicile.

19. Miscellaneous provisions

The invalidity of any provision of these conditions shall in no way affect the validity of the other provisions and of the contract.

20. DISPUTE RESOLUTION AND MUTUAL RESPECT – Media and social networks

The parties undertake to do their utmost to find an amicable solution to any dispute between them, particularly with regard to lead times and the completion of the work.

In this context, the customer undertakes to inform the company in writing of any difficulties it detects in carrying out the tasks entrusted to the company, so as to enable the latter to remedy the said difficulty as quickly as possible.

The parties reciprocally undertake not to publicly make any negative comments about each other. The parties hereby refrain from making any offensive, disrespectful, insulting or contemptuous remarks about each other, including on social networks.

This obligation applies not only to the company itself, but also to employees and directors bound to the company by a contract of employment or a mandate of any kind.

Any breach of the present clause will result in the payment of a fixed indemnity of €2,500 per breach, without prejudice to the possibility for the offended party to claim a higher indemnity in the event that the damage caused by the breach exceeds the amount of the aforementioned fixed indemnity.

January 3, 2022 – Terms and Conditions – VERANDAIR® – Copyright©