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Urbastyle sales conditions

General terms and conditions:

 

Scope

These terms and conditions contain the key conditions agreed between the parties, form an intrinsic part of all offers and quotations issued by Urbastyle BV, with its registered office at Rue des Sablières 16, 7522 Tournai, registered with the Crossroads Bank for Enterprises under number 0654.930.142 (hereinafter: “URBASTYLE”), and apply to every contract signed between Urbastyle and its customer (hereinafter: the “Customer”) and to all invoices from Urbastyle, unless explicitly agreed otherwise in writing or unless special terms and conditions are agreed to, irrespective of whether the residence or registered office of the Customer is in Belgium or abroad, and irrespective of whether the contract is to be fulfilled in Belgium or abroad. These conditions take precedence over all the Customer’s conditions, even if the latter stipulate the opposite.

In the absence of evidence to the contrary, the Customer is considered to have read and accepted these terms and conditions by the mere fact of placing an order.

Urbastyle’s decision not to apply one or more clauses of these general terms and conditions can under no circumstances be considered a waiver of these general terms and conditions.

 

Quotations and orders

Unless agreed otherwise in writing, quotations or offers are valid for one week to be counted from the date of the quotation, and prices exclude delivery, transport and insurance costs, VAT, import and export duties, other levies, charges, supplement for diesel and impositions.

The indicated prices do not include any controls, testing or sampling. If the Customer wishes to have a control, test or sample, this is invoiced separately, “even if required by the specifications”. In the event of doubt as to the quality of Urbastyle’s goods, the article concerning the quality guarantee applies.

Unless agreed otherwise in writing, the elements named below - where applicable - are included in the quotation:

Lifting sockets and hooks required for manipulation (according to the approved production drawings).
Production drawings: the production drawings form the basis of the agreement between Urbastyle and the buyer.  From receipt of the order and the buyer’s dimensioned construction issue drawings and details Urbastyle will produce ‘as built’ drawings for your approval.  These drawings can only be modified after these are submitted for the first time, free of charge, at request of the customer.

If it is still desired that adjustments are made, these are at the expense of the buyer at a rate of 65 €/hour.  The price per element will therefore always be offered on these production drawings after each change.  Until the moment of final production drawings, the price of the offer is not binding. Without written confirmation there is no commitment between the buyer and Urbastyle. Urbastyle makes a reinforcement proposal, which is checked by the buyer’s engineering office.  Urbastyle accepts no responsibility for delays in receiving drawings or errors in drawings if the correct information has not been sent.  Urbastyle will not be able to commence procurement or manufacturing until it has receipt of approval of the production drawings.  Approval must be in writing.  Any delays in receiving the approved drawings may cause requested delivery dates on orders to be missed, in which Urbastyle accepts no responsibility for.

 

Unless explicitly agreed otherwise in writing, the elements named below in a non-exhaustive list - where applicable - are not included in the quotation:

Transport (if not stated otherwise in the offer)
Off loading
Incomplete loads and extra waiting times will be charged.  Unloading time max 1 hour per 20 T truck. Extra unloading times at 65 €/hour
VAT (21%)
Jointing
Treatment of the concrete surface with water repellent products or anti-graffiti coating
Mounting accessories (if not stated otherwise in the offer)
The assembly itself an the lifting devices
Insulation (unless stated otherwise in the offer)
Finished rear sides (unless specified otherwise in the offer)
Provisional protections (for transport and on site treatment)
Intervention on site for the repair and/or cleaning of the concrete elements; These are invoiced by Urbastyle at 75 €/person/hour + 0.65 € per km from factory to site.  Hotelcost or tollcost not included.

 

The steel reinforcement of the elements is estimated in the offer of Urbastyle via a standard quantity per m³ of concrete.The quantity of reinforcement invoiced is the total quantity actually carried out according to the requirements of the engineer in charge of the project (subject to a structural design by others) plus the quantity of reinforcement needed for the internal manipulation, lifting systems or phasing of the production of the elements (overlap included). The quantity charged can therefore sometimes exceptionally differ from the standard quantity, depending on whether the engineering requirements are heavy and/or the number of phases or overlap is high.  Only the working drawings approved in writing by the buyer can be used as a basis for determining these performed reinforcement quantities.

 

The Customer commits to having URBASTYLE’s rebar proposal checked by a consultancy and is the sole party liable if it neglects to do so.

The stated prices and quantities are based on the information, plans, dimensions and specifications transmitted by the Customer to Urbastyle in writing. Any change made at the Customer’s request concerning, among other things but not exclusively, dimensions, finish, colour, structure, concrete composition or the number of elements to be prefabricated, gives Urbastyle the right (i) to make corresponding changes to the stated prices or, as it sees fit, (ii) to terminate the contract at the Customer’s expense, lawfully, without prior notice of default and without the payment of any compensation to the Customer, if the fulfilment of the changed order turns out to be impossible.

The prices stated in the quotation are fixed on the date of the quotation. Urbastyle may change the prices without prior notification according to the formula: p = P(0.4s/S+0.4i/I + 0.20),

p = invoiced price
P = price of this offer
s = salary of a skilled worker, category I, including taxes and social charges. 
S = the same salary on the date of this offer
i = index of the materials, index Public Works, on date of delivery
I = this same index on date of this offer

 

 

Urbastyle moreover retains the right, on the basis of a simple notification, to increase its prices if certain costs that have an influence on the agreed price increase, such as an increase in basic products, raw materials or consumables, derivative products, equipment, wages, transport or other costs of third parties, an increase in customs and excise duties, impositions and taxes on the goods to be supplied, changes to the currency etc., even if this occurs as a result of predictable circumstances.

The most recently dated quotation entirely replaces the previous version(s). The contract can only be signed on the basis of an older quotation with the written confirmation of Urbastyle.

Prices stated on the quotation only apply to the overall assignment and the entirety of elements offered.

The order is only definitive once it has been confirmed in writing by Urbastyle.

 

Delivery

The production planning and delivery shall take place according to a mutual agreement between Urbastyle and the Customer, in proportion to the production capacity and utilisation level, bearing in mind the date of confirming the order and approving the definitive implementation plans. Unless agreed otherwise in writing, the first production drawings shall be sent by Urbastyle to the Customer for approval approximately 15 working days after confirming the order. Urbastyle will start production no earlier than 8 working weeks after definitive approval of the production drawings by the Customer. The first delivery may take place no earlier than 2 to 3 working weeks after payment of the deposit. For delivery on demand, the Customer should expect a delivery period of 10 working days.

The agreed delivery periods are always indicative. If a delivery does not occur on time, the Customer must notify Urbastyle of default in writing and Urbastyle must be given a reasonable period to fulfil the delivery. Only if this additional delivery period is exceeded may the Customer claim compensation from Urbastyle, which is always limited to a maximum of 5% of the total amount of goods delivered late, without this giving rise to any liability whatsoever on the part of Urbastyle.

If the goods are not received by the Customer in good time, Urbastyle retains the right to demand payment for the additional storage costs. (Prefabricated) elements that remain in storage on Urbastyle’s premises more than 2 months after they became available, due to late reception, shall incur a fixed-rate payment to Urbastyle of € 25.00 per element per month, notwithstanding Urbastyle’s right to higher compensation if the damage actually suffered is higher. The aforesaid applies without detracting from Urbastyle’s right either to demand enforced fulfilment of the contract with the Customer, or termination of the contract with the Customer, lawfully, without prior notice of default and without the payment of any compensation to the Customer.

Unless agreed otherwise in writing, deliveries are made Ex Works (Incoterms 2020) at the Customer’s risk and expense, whereby Urbastyle retains the right to determine the means of transport, dispatch and packaging.

Packaging materials such as pallets, slats, planks and chocks are charged by Urbastyle to the Customer. Europallets are charged at € 27.50 per pallet. If the Europallets are returned (at the Customer’s risk and expense) in good condition to Urbastyle’s registered office, Urbastyle will issue a credit note to the Customer for € 25.00 per pallet.

Unless agreed otherwise in writing, the unloading and installation of the goods are not included in the price.

If Urbastyle is to assemble elements, the Customer is obliged to make a suitable crane available to Urbastyle, free of charge and without interruption. If this is not done, Urbastyle retains the right to invoice its non-productive time at a rate of € 60.00 per man-hour. Upon delivery of the goods by Urbastyle, the Customer shall ensure easily accessible roads suitable for vehicles all the way to the unloading site.

 

Invoicing

If Urbastyle has the right to deliver the order in parts, Urbastyle is entitled to invoice for each part separately.

Cancellation of the order prior to delivery is only possible with prior written permission from Urbastyle, whereby the Customer will owe Urbastyle a fixed-rate compensation payment of 20% of the agreed sale price of the goods, unless (i) the manufacture of the goods has already begun, in which case the purchase price of the raw materials and cost price for the manufacture of the goods in question will be added to the aforementioned fixed-rate compensation or unless (ii) the goods are produced to the Customer’s custom specifications, in which case a fixed-rate compensation payment is owed that corresponds to the full agreed sale price of the goods, in each case notwithstanding Urbastyle’s right to higher compensation based on proof of the damage actually suffered.

The Customer will inform Urbastyle of all the information required for invoicing, no later than at the time when the goods are delivered.

Unless agreed otherwise in writing, 10% of the total price is payable in advance (by means of an advance invoice), and the other 90% is payable at the time of delivery/deliveries.

Invoices are payable (i) within eight days of the invoice date, for advance invoices, or (ii) within thirty days of the invoice date, for invoices other than advance invoices, at Urbastyle’s registered office, in euros, net and without discount, unless explicitly stated otherwise.

All costs related to collection and objections, either for accepted or non-accepted bills of exchange, or for bank costs and interest on receivables, are to be borne by the Customer.

Invoices are considered to be accepted within 8 days of being sent, in the absence of objections sent by registered letter. An objection to an invoice does not suspend the obligation to pay it.

Any invoice that is not paid on the expiry date shall lawfully incur interest of 12% per year, without prior judicial intervention or prior notice of default. If an expired invoice remains entirely or partly unpaid on the expiry date without good reason, a fixed-rate compensation is lawfully incurred, without prior judicial intervention or prior notice of default, equal to 15% of the outstanding amount with a minimum of € 250.00 and a maximum of € 5,000.00, even if respite periods are granted, and notwithstanding Urbastyle’s right to higher compensation based on proof of the damage actually suffered.

In the event of non-payment of one invoice, (i) all other unpaid invoices will become immediately payable in full, lawfully and without prior notice of default, irrespective of whether these invoices have already expired or not, and (ii) Urbastyle has the right to suspend the Customer’s other orders until the invoice has been paid in full, without prior notice of default and without incurring any compensation.

Irrespective of the terms of payment agreed, and as soon as Urbastyle’s confidence in the Customer’s creditworthiness has been damaged, Urbastyle retains the right, even if the goods have already been fully or partly dispatched, to suspend the further fulfilment of all or part of the order and demand suitable guarantees from the Customer or cash payment of each delivery. If the Customer refuses to consent to this, Urbastyle retains the right, without the Customer having the right to claim any compensation whatsoever, to lawfully terminate the entire contract or part of it, notwithstanding Urbastyle’s right to compensation for the damage it has suffered, budgeted at a fixed rate of 60% of the sale price to be invoiced for the goods in question, but notwithstanding Urbastyle’s right to higher compensation if the damage actually suffered is higher.

The Customer is explicitly prohibited from offsetting debts or deducting a guarantee from the invoice amount.

 

Guaranteed quality and quality control

The prefabricated elements are produced in accordance with the standards, tolerances and specifications set down in the quotation.

The Customer explicitly accepts that deviations in colour and structure can occur, for example due to weather conditions during and shortly after production. Urbastyle does not guarantee colour fastness, since Urbastyle makes use of natural raw materials.

Samples offered for choosing the type of concrete have an indicative value only. The Customer accepts that this is no guarantee that the concrete structure will not display any variations in nuance or colour. The degree of finishing in some types of concrete can differ considerably between the poured side and form side. All grey visible elements are classified as exposed concrete rather than architectonic concrete.

The conformity of the delivery and visible defects must be checked by the Customer immediately upon delivery, in the transporter’s presence, and if appropriate a written caveat must be added to the bill of lading.

Any shortcoming or visible defect in the delivery must also be reported to Urbastyle within eight days of delivery, by registered letter, with a detailed and specific description of the defect (including photos), on pain of inadmissibility.

Complaints concerning hidden defects or failures to comply with specifications that can only be established by means of analysis must, on pain of inadmissibility, be reported to Urbastyle within eight days of discovery of the defect, and no later than thirty days of delivery, by registered letter with a detailed and specific description of the defect (including photos).

In this case, an official sample of the goods delivered will be taken and sealed, at the Customer's expense, with the right to cross-verification, in the presence of a supervisor duly appointed by Urbastyle, within the aforementioned periods, with an analysis of the sample in an accredited laboratory and testing against the agreed specifications. Urbastyle also retains the right to order its appointed supervisor to take and seal an official sample and have it analysed in an accredited laboratory. If the goods comply with the agreed specifications (including the margin for tolerance), any liability on the part of Urbastyle is ruled out.

Late complaints are not admissible. The installation, assembly, commissioning, processing, assimilation or disposal of the goods sold entails their acceptance. The Customer itself is liable if Urbastyle’s instructions are not followed or the goods are not treated judiciously.

In the event of an admissible and justified complaint about defects in the goods delivered, Urbastyle’s liability is limited to the replacement of the goods or the refunding of the price that the Customer paid for the goods in question, as chosen by Urbastyle, without Urbastyle being obliged to pay any other compensation for damage.

Complaints relating to defects do not suspend the Customer’s payment obligations.

It is only possible to return defective goods with the explicit written permission of Urbastyle and in accordance with Urbastyle’s instructions.

 

Retention of title

Urbastyle remains the owner of the goods produced and delivered until the time when all invoices are paid in full, including any interest and costs, unless Urbastyle decides to waive this retention of title. Nonetheless, the risks of force majeure, loss, destruction or theft of the goods are entirely borne by the Customer from the time that the goods are delivered or the Customer defaults on the obligation to receive the goods.

The retention of title also extends to all debt claims that stand in the place of goods subject to retention of title.

The Customer has a duty to take good care of the goods delivered under retention of title and shall store them in perfect condition in a suitable place, in accordance with the customary standards. Until the Customer has fulfilled all its obligations, the Customer is obliged not to sell the goods or otherwise dispose of them, nor to use them as collateral. The Customer shall inform Urbastyle of the seizure of the goods delivered under retention of title.

 

Liability

Urbastyle is only liable for damage caused by a failure to comply with its contractual obligations, if and insofar as this damage is caused by its fraud, deceit or serious or deliberate fault. Urbastyle’s liability is always limited to the amount invoiced. If the damage is covered by insurance, Urbastyle’s liability is limited to the amount that is effectively paid out by its insurer. Urbastyle is never liable for indirect damage, including but not limited to consequential loss, loss of profits, missed savings, production limitations or production shutdowns, administrative or staff costs, higher general costs, loss of customers, damage to goods or animals belonging to the Customer or third parties, third-party claims or damage to third parties. The Customer itself is exclusively liable for the use of the goods.

 

Force Majeure

Urbastyle is not liable if the failure to meet its obligations is, entirely or partly, temporarily or otherwise, attributable to force majeure, even if this circumstance was predictable, such as but not exclusively, war, unrest, terrorism, general or partial strikes or lockouts, operating accidents, extreme weather conditions, fire, pandemics, infectious diseases, a failure to comply with obligations on the part of Urbastyle’s suppliers, bankruptcy of suppliers, electricity outages, disruptions to the internet, computer networks or telecom facilities, government measures or general transport problems.

In the event of force majeure, Urbastyle has the right to suspend the delivery or to terminate the contract with the Customer, as it sees fit, at any time, with immediate effect, lawfully, without prior judicial intervention, without prior notice of default and without the payment of any compensation whatsoever.

 

Personal data

If Urbastyle processes personal data, this is done in accordance with the privacy policy (https://www.urbastyle.com/en/privacy-policy), a copy of which the Customer can obtain by means of simple written request, and in accordance with the General Data Protection Regulation and other applicable regulations.

 

Applicable law and jurisdiction

These general terms and conditions and the contracts to which they apply are governed exclusively by Belgian law, to the exclusion of the Convention of 11 April 1980 containing the law on contracts for the international sale of goods. In the event of a dispute, the courts of the legal district of East Flanders (Ghent division) shall have exclusive competence.

 

Varia

- Any claim by the Customer against Urbastyle shall legally expire if the case is not brought before the competent court within a period of six months after the date on which the Customer became aware or should have become aware of the facts on which the claim is based, but no later than twelve months after delivery.

- All contracts between the Customer and Urbastyle are part of one overall contractual relationship. If the Customer fails to comply with its obligations derived from a given contract, Urbastyle may suspend the further implementation of both that contract and the other ongoing contracts.

Urbastyle is also entitled to terminate all contracts with the Customer lawfully, with immediate effect, without prior notice of default and without the payment of any compensation whatsoever in the following cases:

(i) the Customer remains in default of (punctual) compliance with one or more obligations derived from a contract;

(ii) upon the suspension of payment or (application for) bankruptcy or any restructuring by the Customer;

(iii) upon liquidation or cessation of the Customer’s activities;

(iv) upon the seizure of (some of) the Customer's assets.

Upon termination, all Urbastyle’s claims against the Customer are immediately and lawfully payable, and the Customer shall owe Urbastyle a fixed-rate payment equal to 60% of the price set in the contract, notwithstanding Urbastyle’s right to higher compensation based on proof of the damage actually suffered. The amounts that Urbastyle had already invoiced prior to the termination shall remain due in full.

- The invalidity or unenforceability of one or more clauses or parts of clauses of these terms and conditions does not detract from the validity and enforceability of the remaining clauses. In this case, Urbastyle and the Customer confirm that the courts have the authority to restrict the clause in question to the maximum permitted within the relevant legal limits.

- In the event of a lack of clarity surrounding the interpretation of these terms and conditions, the Dutch text shall always take precedence.

 

 

Specific Terms and conditions

 

 

Godelmann materials

 

Quantities:

All mentioned quantities are provided by you or a third party. We request you to determine the exact amounts needed before a possible order, taking into account losses and cutting waste. All mentioned products will be manufactured to order, with a purchasing obligation applicable directly after ordering.

 

Production on request (or made to measure) or additional order:

On request (or made-to-measure) items for less than 300m² per item are only possible with our approval.

These productions have a delivery time on demand. For these ordered quantities a mandatory and complete purchase and invoicing applies.

For all quantities less than 300m² per article the following additional costs will be invoiced:

Products with finish Nativo:

50 - 150 m2                 1875,00 €

151 - 300 m2         1650,00 €

Products with finish Ferro, Silco and Pur:

50 - 150 m2                 2150,00 €

151 - 300 m2         1875,00 €

Products with finish Fino and Finerro:

50 - 150 m2           2675,00 €

151 - 300 m2         2150,00 €

 

Delivery time:

Delivery in accordance with an agreed delivery schedule. In case of deviations larger than 3 weeks after exceeding the agreed planning, no guarantee will be given for negative phenomena occurring due to the storage period.

For deviations larger than 5 weeks after exceeding the agreed schedule, storage costs will be invoiced at 0,10 €/m² per day.

 

Europallets:

Euro pallets are charged at € 15.00 / pallet. Upon return (at the expense of the contractor) in good condition to Tournai (Belgium), they are credited at € 12.50 / pallet.

 

 

Urbastyle materials (street furniture, Fasonado, architectural concrete)

 

Standard Fasonado slabs in accordance with:

NBN EN 1339 (2003) CE4

Concrete paving flags. Requirements and test methods

Compressive strength class

C 35/45

Exposure class

XF4

Characteristic bending strength (MPa)

5,0 MPa (Class 3) – U

Abrasion resistance class

Class 4 – I

Perm. deviations on work dimensions

Class 2 – P

Max. differences - diagonals

Class 2 – K

Weathering resistance

Class 3 – D

 

Max Cl- = CL0,40

Finish

Slip resistance SRT

Visia

≥35

Ferro

≥65

Satin

≥65

Finerro

≥65

Fino

≥35

 

Fasonado Visia products are resistant to frost but are not resistant to de-icing agents; when de-icing agents are used, the surface can be affected.

Although Fasonado slabs have an increased resistance to this, they are not entirely free from deterioration.

 

The use of natural raw materials can lead to a lively nuance of the elements. For an optimal colour image, mix the slabs well during installation.

 

By use, the Fasonado elements will get scratches and streaks.

This is specific to the product as is the case for natural stone products and polished concrete. Colour differences, small cracks and air bubbles are part of the concrete character and do not give cause for complaint.

 

 

Standard street furniture, architectural concrete in accordance with :

NBN EN 13198

Precast concrete products – street furniture and garden products

NBN EN 13369: 2013

Common rules for precast concrete products

Compressive strength

C 35/45

Exposure class

XF1

 

Max Cl- = CL0,40

 

 

Samples :

Any sample submitted for approval and subsequently approved forms only a basis for the agreement.

In each element there may always be a slight deviation from the approved sample as a sample has been produced on a rather limited surface, with a small volume of concrete and not in the same conditions or with the same production methods.

 

Finishes :

Fair faced concrete (Visia) reflects the naked character of the concrete, this means that a number of aesthetic disadvantages may also appear such as small cracks, colour nuances, air bubbles. To reduce these disadvantages, you can choose from the offered finishes with post-treatment.

 

Efflorescence :

Despite all the precautions taken to prevent efflorescence, we cannot guarantee that this will not happen at all. The phenomenon is specific to the main component of the concrete: cement.

 

Protection :

Precautions must be taken in case of starter reinforcement to avoid rust stains.

 

Small rust stains:

Small rust spots are caused by the natural raw materials used in the products. This is not a reason for product complaint.