Sales conditions
1.1 These General Terms and Conditions apply to all quotations, orders, invoices and agreements issued by Mpoolcover SRL, whose registered office is located at rue Haute 2, 4633 Melen, registered with the Liège Companies Register, company number BE0795.875.397 (hereinafter “Mpoolcover”), and addressed to enterprises within the meaning of Article I.1 of the Belgian Code of Economic Law and to any other organization, legal or natural person (hereinafter the “Client”).
1.2 The Client has read and accepted these General Terms and Conditions. The Client declares that these General Terms and Conditions are drafted in a clear, understandable and fair manner.
1.3 Acceptance of these General Terms and Conditions implies that the Client fully waives the application of its own contractual conditions, even if such conditions contain provisions contrary to or providing for precedence over these General Terms and Conditions. The Client therefore explicitly waives the application of Article 5.23, paragraphs 3 and 4 of the Belgian Civil Code.
2.1 An agreement is concluded only once Mpoolcover has expressly confirmed and accepted the Client’s order. Mpoolcover reserves the right to refuse any order at its sole discretion.
2.2 A personalized quotation is valid for a period of one month, unless another period is stated in the quotation.
2.3 All product-related information is provided for indicative purposes only.
3.1 Firm prices. The agreed prices are fixed for a period of 10 days as from the order confirmation.
3.2 Objective price revision. A price revision after this period is only possible if (i) it results from an objective, verifiable and documented variation in costs directly related to the execution of the order (e.g. raw materials, energy, transport, wages), and (ii) it is proportionate to such variation.
3.3 Notification. Mpoolcover shall notify the Client in writing of the price revision at least 10 days prior to its entry into force, enclosing a justification (index, supplier statement or calculation).
3.4 Right of withdrawal. If the revision exceeds 10% of the agreed price for the unexecuted part, the Client may, within 10 working days of notification, either (i) request a good-faith renegotiation, or (ii) terminate without compensation the part of the order not yet executed (services already performed remaining payable).
4.1 Unless expressly agreed otherwise, all invoices issued by Mpoolcover are payable immediately on the date stated on the invoice. Payments must be made in euros (EUR).
4.2 In the event of full or partial non-payment of the invoice on the due date, the Client shall, by operation of law and after formal notice, owe late payment interest at a rate of 12.5% per annum on the outstanding amount, calculated from the due date until full payment. The mere expiry of the due date shall constitute formal notice.
4.3 Full or partial non-payment of an invoice on the due date shall automatically and without prior notice render all other outstanding but not yet due claims immediately payable. In such case, Mpoolcover also reserves the right to suspend the execution of all ongoing orders until full payment (including interest and costs) has been received, without prior notice and without compensation.
4.4 If it is evident that the Client will not perform or will not perform in a timely manner its obligations by the end of the execution period, Mpoolcover expressly reserves the right to suspend further deliveries, require advance payment or request guarantees. The Client is deemed not to perform or not to perform in a timely manner in particular where doubts arise at any time regarding the Client’s solvency due to enforcement measures, or in the event of non-payment or late payment of one or more invoices.
4.5 Mpoolcover reserves the right to request full or partial advance payment.
4.6 At any time, including after bankruptcy or any other form of collective proceedings, insolvency procedure or seizure of the Client’s assets, Mpoolcover shall be entitled to set off mutual claims existing between Mpoolcover and the Client. Where applicable, Mpoolcover may also liquidate, render payable or convert into monetary claims any non-liquid, payable or substitutable claims for the purpose of set-off. All mutual claims between Mpoolcover and the Client are deemed to form an indivisible whole and are interconnected.
5.1 Unless otherwise agreed in writing, delivery times communicated by Mpoolcover are provided for indicative purposes only. Any delivery delay shall not give rise to any penalty, compensation or cancellation of the order.
5.2 The Client is obliged to accept the goods at the agreed time. If the Client fails to accept the goods at the agreed time or if delivery is impossible, Mpoolcover shall be entitled, by operation of law and without prior notice, to a storage fee of EUR 50 per day, without prejudice to its right to claim higher compensation if it can be demonstrated that the actual damage suffered is higher.
5.3 Mpoolcover reserves the right, if it so chooses, to make partial deliveries and invoice them separately.
5.4 Unless otherwise agreed in writing, the Client shall arrange the transport of the goods itself and shall bear the delivery and transport costs.
6.1 Ownership of the goods sold shall only be transferred to the Client after full payment by the Client of all amounts owed to Mpoolcover in consideration of the goods delivered or to be delivered, including prices, costs, interest and any agreed compensation.
6.2 Transfer of risk
7.1 The Client undertakes to immediately accept the goods upon delivery and to verify whether their quality and/or quantity correspond to what was agreed.
7.2 Any apparent defects must be reported to Mpoolcover no later than two working days and must be described in detail. Complaints relating to apparent defects do not suspend the Client’s payment obligation.
7.3 Use of the delivered goods by the Client implies their irrevocable acceptance.
7.4 After acceptance of the goods, Mpoolcover’s liability is limited, except in cases of willful misconduct or gross negligence, to hidden defects and any additional commercial warranties expressly agreed.
7.5 Unless additional commercial warranties apply, Mpoolcover’s liability for hidden defects is limited to defects manifesting within 6 months from delivery. Any complaint submitted after this period will no longer be accepted.
7.6 In any event, hidden defects must, on pain of forfeiture of rights, be reported to Mpoolcover as soon as possible and at the latest within eight days of discovery, with a detailed description. Such complaints do not suspend the Client’s payment obligation.
7.7 The Client accepts that Mpoolcover may invoke against the Client any defenses, exemptions or warranty limitations that a manufacturer, supplier or subcontractor may invoke against Mpoolcover.
8.1 Where Mpoolcover grants an additional commercial warranty, it applies solely to hidden defects and manufacturing defects appearing within the relevant warranty period after delivery.
8.2 To invoke a commercial warranty, the Client must notify Mpoolcover in writing immediately and at the latest within eight days of discovering the defect, providing a detailed description and presenting the relevant invoice as proof of warranty.
8.3 The commercial warranty does not apply if the defect results from wear and tear, incorrect installation or connection, improper use, poor water quality, unusual weather conditions or force majeure. Color changes resulting from weather conditions, temperature and UV exposure are never covered. Water infiltration into parts not intended to be watertight is never covered.
8.4 The commercial warranty covers only material costs for repair or replacement. The Client may not claim additional costs or compensation, including indirect costs or damages, installation costs or labor costs.
9.1 Mpoolcover’s liability may only be invoked in the event of fraud or willful misconduct.
9.2 The Client acknowledges that Mpoolcover’s obligations regarding the installation of pool covers are obligations of means only and that Mpoolcover may use subcontractors.
9.3 Mpoolcover is never liable for any gross negligence committed by its employees or subcontractors.
9.4 Mpoolcover shall never be liable for any immaterial, indirect, incidental or consequential damages, including loss of profit, turnover, revenue, production, administrative or personnel costs, increased overhead, loss of customers or third-party claims.
9.5 Mpoolcover shall not be liable for damage resulting not solely from a product defect but also from an error or negligence of the Client or any third party for whom the Client is responsible.
9.6 Mpoolcover’s total contractual and non-contractual liability is limited at all times to the total price paid by the Client for the goods causing the damage, except in cases of fraud or willful misconduct.
10.1 Mpoolcover shall not be liable if it is unable to fulfill its obligations due to force majeure and shall owe no penalty or compensation.
10.2 Force majeure means any circumstance beyond Mpoolcover’s control rendering performance impossible, in whole or in part, temporarily or permanently.
11.1 Mpoolcover may terminate the agreement at any time with immediate effect, without court authorization, prior notice or compensation, if: (i) the Client files for bankruptcy or suspension of payments, (ii) the Client liquidates, ceases or sells its business or materially changes its nature, (iii) the Client fails to comply with its obligations, including timely payment, (iv) a seizure is imposed on the Client’s assets, or (v) Mpoolcover has justified doubts regarding the Client’s solvency or compliance.
11.2 In the event of termination attributable to the Client, the Client shall compensate Mpoolcover for:
12.1 Mpoolcover may assign all or part of its rights and obligations to affiliated companies or third parties without the Client’s prior consent.
12.2 Mpoolcover may use subcontractors for manufacturing, delivery or installation.
12.3 The Client may not assign its rights or obligations.
13.1 The Client must keep confidential all information relating to Mpoolcover, during and after the contractual relationship.
13.2 Confidential information includes all information and documents exchanged, including prices and conditions, regardless of form or designation.
14.1 If any provision is invalid or contrary to mandatory law, the remaining provisions remain valid. The parties shall negotiate in good faith a valid replacement provision reflecting the original intent.
15.1 Mpoolcover may unilaterally amend these General Terms and Conditions. The version in force at the time of order acceptance shall apply. The Client will be informed in writing.
16.1 These General Terms and Conditions and all agreements are governed by Belgian law.
16.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
16.3 All disputes fall under the exclusive jurisdiction of the Enterprise Court of Liège, Belgium.