Terms
conditions
Definition
“RED PLANET S.R.L.”: RED PLANET S.R.L., whose registered office is located at: Rue Anatole France 65 7100 LA LOUVIÈRE “The customer”: The co-contracting party listed on the documents issued by RED PLANET S.R.L.
Acceptance of terms and scope of application
Unless otherwise specified in the special conditions mentioned on the front page and signed for agreement by the customer, only these general terms and conditions shall apply. The relationship between the parties is governed by these general terms and conditions, subject to any special conditions reproduced on the front page. These general terms and conditions supersede any terms and conditions that may be included in RED PLANET S.R.L.’s customer documents. The customer expressly acknowledges that they have read and agree to these terms and conditions, expressly waiving the right to invoke their own terms and conditions, which shall therefore not be enforceable against RED PLANET S.R.L. upon acceptance of the offer or order, such that RED PLANET S.R.L. formally declines the application of any clause appearing on the customer’s documents, with those of RED PLANET S.R.L. (general or specific) always prevailing.
Validity of offers
Offers made by RED PLANET S.R.L. are valid for fifteen days and are based on the prices in effect at the time of issue. After this period, they are for informational purposes only. The provision of prices, rates, and quotes by RED PLANET S.R.L. does not in itself constitute a commitment, which will only be valid after the customer’s written acceptance of the offer.
Order
The customer places a firm and irrevocable order. RED PLANET S.R.L. undertakes to fulfill the order upon signing the order form, within a reasonable time frame. However, RED PLANET S.R.L. reserves the right to cancel the order if the supplier’s stock does not allow the order to be fulfilled, without incurring any damages. In the event of the involvement of an architect, consulting engineer, or general contractor, acceptance of the order by RED PLANET S.R.L. does not imply that the customer may use the goods ordered for any purpose other than that for which they were intended when the quote was drawn up, in particular changing their location or adapting the equipment to the building in which they will be installed. In the event of cancellation of the order by the customer, RED PLANET S.R.L. may, if it does not demand the forced execution of the order, claim payment of damages assessed at a flat rate of 20% of the value of the order. No deadline is binding and may not give rise to damages, price reductions, or cancellation of the contract. In the context of a contract concluded directly with a consumer within the meaning of the law of July 11, 1991, the contract may be terminated by the customer if the goods were not delivered or installed (either by the date agreed in the contract or within a reasonable period of time) by sending a registered letter 30 days after the actual date of delivery or planned installation. In the latter case, the parties agree to assess the compensation owed by RED PLANET S.R.L. at a flat rate of 5% of the order price.
Delivery terms
a) Any quantity ordered will be invoiced and delivered, and where applicable installed, by RED PLANET S.R.L. in accordance with the agreement. RED PLANET S.R.L. will not make any delivery or provide any service of any kind until the customer has paid a deposit equivalent to 50% of the order amount.
b) The customer has a maximum of three months from the date of invoicing to collect their goods or receive delivery. After this period, the goods may be returned unconditionally to RED PLANET S.R.L., even if they have been paid for in full, after formal notice of more than fifteen calendar days.
c) The goods ordered and, where applicable, delivered or installed, remain the full and entire property of RED PLANET S.R.L. until they have been paid for in full (retention of title clauses). However, the risks are transferred to the customer, who bears all risks of any kind, including loss, force majeure, or unforeseeable circumstances. In the event of bankruptcy or other circumstances, RED PLANET S.R.L. may take back possession of unpaid goods under the retention of title clause.
d) The delivery and, where applicable, installation times mentioned in the quote are not binding and are approximate, so that an extension of the deadlines shall in no way result in the cancellation of orders and contracts in progress or the allocation of compensation, except in the specific case contained in point 4e).
e) In the event of strict deadlines being set, RED PLANET S.R.L. cannot be held liable for any delay in delivery and, where applicable, installation, due to a change in the initial order by the customer, a delay in the transmission of useful information or documents by the customer, or failure to pay invoices that are due. This article also applies in cases of force majeure.
f) In the event of a delay of more than thirty working days, the professional customer (not a private individual) is entitled to set RED PLANET S.R.L., by registered letter, a new reasonable deadline and to notify the latter that beyond this deadline, the professional customer is entitled to renounce, by registered letter, all or part of the deliveries or, where applicable, the placements not yet made. All other claims, in particular claims for damages, are excluded.
Terms and conditions of execution
RED PLANET S.R.L. does not undertake any obligation of guarantee or result, but rather an obligation of means. This means that RED PLANET S.R.L. undertakes to make every effort necessary to satisfy the customer’s request within a reasonable time frame. Deliveries are made according to availability from manufacturers. RED PLANET S.R.L. reserves the right to make partial deliveries, which will be invoiced separately. All delivery and transport costs are the sole responsibility of the customer.
Payments – Invoices – Disputes
a) Unless otherwise stipulated, invoices are payable in cash and without discount. All costs relating to collection and recovery are borne by the customer.
b) Any complaint regarding an invoice must be made in writing within eight days of receipt of the invoice, failing which it will be considered to have been fully and unconditionally accepted.
c) Complaints regarding the quality or quantity of goods supplied must be made, for anything that is apparent, immediately upon delivery or installation. In the event of a hidden defect being discovered, this must be reported by registered letter within thirty days at the latest, failing which the claim will be time-barred.
d) Any delay in payment shall automatically and without formal notice result in the application of interest at a rate of 12% per annum from the due date of the sums owed, as well as an automatic surcharge of 10% of the invoice amount, with a minimum of €100 as a lump sum compensation. This clause applies independently of any legal costs and procedural indemnities in the event of legal action by RED PLANET S.R.L.
e) In the event of late payment, if orders are still pending, the products may only be delivered and installed after full payment of the principal and ancillary costs and cash payment for pending orders.
f) In the event of a contract concluded with a private individual acting as a consumer within the meaning of the Economic Law Code, and only in this case, the customer may invoke the penalty clause provided for in Article 7 d) of these general terms and conditions against RED PLANET S.R.L. in the event of a breach of contract by RED PLANET S.R.L., without prejudice to the provisions of Articles 4 c) and 7 b) and c).
g) Any delay in payment equivalent to three months of services may be considered by RED PLANET S.R.L. as resulting in unilateral termination of the contract by the customer. conditions générales en cas de faute contractuelle commise par RED PLANET S.R.L., sans préjudice des dispositions reprises aux articles 4 c) et 7 b) et c). g) Tout retard de paiement équivalent à trois mois de prestations pourra être considéré par RED PLANET S.R.L. comme entraînant une résiliation unilatérale du contrat par le client.
Order cancellation – Termination of fixed-term contracts (Penalty clause)
The cancellation of an order placed by a professional or private customer, as well as the termination of a fixed-term contract by the customer before the contractual term agreed between the parties, shall give rise to the payment of compensation to RED PLANET S.R.L. This compensation shall not be less than 15% of the value of the order, without prejudice to RED PLANET S.R.L.’s right to claim for the actual loss suffered and to demand the continuation of the agreement and its performance.
Termination of permanent contracts (Notice period)
In the case of a permanent contract, the party wishing to terminate the agreement must give six months’ notice, which shall be sent by registered mail. The notice period shall begin on the first day of the month following the month in which it was given.
Manufacturer's warranty
RED PLANET S.R.L. does not assume, in the context of the supply of goods and installation of products, any warranty for the products sold with regard to any defects, as this is provided by the manufacturer and is well known to the customer. In any event, in the event of direct or indirect damage caused to machinery due to a product defect, RED PLANET S.R.L.’s liability shall be limited to the maximum amount of the contract value.
Responsibilities – Subcontracting
a) RED PLANET S.R.L. is liable for any direct or indirect damage caused to machines by its technicians in the course of providing services, but only in the event of gross negligence on its part. The customer therefore expressly waives any recourse against RED PLANET S.R.L. in any other case of liability, except of course in the event of fraud.
b) RED PLANET S.R.L. may compensate the customer for any damage caused, either in kind or by equivalent, at RED PLANET S.R.L.’s discretion. In any event, compensation for such damage shall not exceed the value of the contract, to the exclusion of any other compensation or damages. The customer expressly waives any recourse against RED PLANET S.R.L. as a result of the performance of this contract for damages other than those mentioned above. Thus, RED PLANET S.R.L. shall not be liable for any damages related to the non-performance of the contract in the event of force majeure or if the damage results from a fault of any kind on the part of the customer.
c) RED PLANET S.R.L. reserves the right to subcontract the services to be provided to third parties. RED PLANET S.R.L. specifies that it cannot be held liable for any damage, errors or omissions, interruptions, defects, theft, or destruction caused by said subcontractor. Similarly, RED PLANET S.R.L. is in no way responsible for the loss of computer data stored on its subcontractor’s system. In the event that RED PLANET S.R.L. decides to intervene as a commercial gesture, it undertakes only to make the necessary correction or repair, without having to pay the customer additional damages.
Copyright
RED PLANET S.R.L. remains the sole owner of intellectual property rights, including copyright, on all its computer creations and productions. No transfer or license of these rights to the creations is granted, unless otherwise agreed in writing by the parties. In all cases, RED PLANET S.R.L. remains the owner of the computer files and, unless otherwise agreed in writing by the parties, does not transfer its sources.
Jurisdiction and applicable law
Belgian law shall apply exclusively. In the event of a dispute, the courts of the judicial district of Hainaut, Mons Division, shall have exclusive jurisdiction to hear the dispute, it being specified, however, that with regard to cantonal jurisdiction, the Justice of the Peace of the canton of La Louvière shall have territorial jurisdiction.