General terms and conditions
1. General provisions
1.1. These general terms and conditions apply to all trade relations and contracts concluded by PSMLIGHTING BV (“PSMLIGHTING”) with registered office at 9880 Aalter, Groendreef 60, CBE number 0448 592 930, as well as to all quotations and deliveries with the express exclusion of all other terms and conditions - possibly those of the client.
1.2. The application of these general terms and conditions is the decisive condition for the conclusion of the PSMLIGHTING contract. Deviations are only valid if provided in writing and signed by PSMLIGHTING.
1.3. The client acknowledges to have read and agrees to these general terms and conditions.
1.4. The fact that PSMLIGHTING may not invoke one or more provisions of these general terms and conditions does not mean that PSMLIGHTING waives this or any of the other provisions included.
2. Quotations - Orders - Modifications - Cancellation
Quotations and orders
2.1. Quotations are only valid if made in writing and remain valid for a period of one month from the quotation date. Prices communicated by telephone are for information purposes only.
2.2. Orders must always be submitted in writing, even in the event of a prior telephone conversation.
2.3. In the case of orders corresponding to a quotation, the quotation number must be stated on the order form and the quotation, signed for approval, must be attached to the order.
2.4. PSMLIGHTING orders are only binding if they have been confirmed in writing by PSMLIGHTING.
2.5. Orders must be clear and always state the references as included in the most recent price list, with the addition of the colour name and colour code, article name and article code. When ordering a non-standard item such as a profile, expanding ring or made-to-measure items, the buyer must add a drawing for clarification. When ordering ceiling bases, the buyer must state the number of foreseen holes and indicate their location by means of an additional drawing.
Modification or cancellation of orders
2.6. Any cancellation or modification of an order must be requested in writing and accepted by PSMLIGHTING.
2.7. In the event of the cancellation of a goods order, the buyer shall owe a fixed compensation of 35% of the amount ordered, due to costs and loss of profit. Orders for recessed spotlights and custom-made items (assembled pieces, mounted expanding rings, special profiles, etc.) cannot be cancelled, nor will they be taken back or credited.
2.8. In the event of modification, adjustment or improvement of an order for standard products, an administrative cost of 15% of the net amount, with a minimum of € 25 (excl. VAT), will be charged.
3. Prices - Confidentiality
3.1. All prices mentioned in the quotation, catalogue or price list are “net of VAT”, i.e. prices excluding taxes, duties and levies (recupel contribution), unless indicated otherwise.
3.2. The take-back obligation for lighting equipment has been in force in Belgium since July 1, 2004. The prices in the price list are subject to the recupel contribution valid on the date of placing the order.
3.3. The price list included in the catalogue supersedes all previous prices and corresponding conditions and is valid immediately from the day of publication, unless stated otherwise. PSMLIGHTING is not responsible for any printing errors in this price list.
3.4. PSMLIGHTING reserves the right to change the prices, designs and technical data of any product included in the catalogue or price list at any time and without prior notice as a result of changes in the offer made by its suppliers, or as a result of changes in the prices of raw materials, energy costs, wages and labour costs, transport costs or currencies. Such changes shall not give rise to the payment of compensation.
3.5. The buyer will refrain from any distribution or communication to the public or third parties of the discounts received from PSMLIGHTING. In the event of any breach of this confidentiality obligation, the buyer shall pay PSMLIGHTING a fixed compensation of EUR 500 per communication and per product mentioned in such communication. This applies without prejudice to PSMLIGHTING's right to claim higher compensation in the event of greater damage.
4. Delivery or execution times
4.1. Delivery or execution times are purely indicative. Delays in the delivery or execution cannot give rise to the nullification of the order, refusal of the goods or compensation.
4.2. PSMLIGHTING reserves the right to make partial deliveries based on the quantities available.
4.3. Returns are only permitted after written request within one month after delivery if PSMLIGHTING has given its express written consent to do so. This is only possible for goods that are in their original packaging, undamaged and unassembled. Made-to-measure goods will never be taken back.
5. Transport, storage and deliveries
5.1. The goods are dispatched EX WORKS at the buyer’s risk and expense regardless of the shipping method.
5.2. Unless otherwise specified, the buyer shall pay for the handling, customs, shipping and insurance costs appropriate to the shipment. Shipment of goods within our carrier’s standard dimensions will be charged at a standard rate per package. For the shipment of oversized dimensions (for example, lengths of more than 1.60m), a surcharge will be invoiced depending on weight, size and destination.
5.3. The storage of the goods, pending delivery or collection, will be at the buyer’s risk and expense. Neither PSMLIGHTING nor its personnel can be held responsible for the mode of transport, even if they have helped with loading. Upon receipt of the goods, the buyer assumes all responsibility for their loss, destruction or disappearance.
5.4. If the buyer does not collect the goods, or if the delivery cannot take place due to circumstances attributable to the buyer, after the expiry of a period of 15 days and this without prior notice of default, the right is reserved to regard the contracts as dissolved, in which case a fixed compensation of 35% will be due.
6.1. The light fixtures are supplied without bulbs. The installation, connection and testing of the light fixtures must always be carried out by a recognised electrical installer and in accordance with the locally applicable regulations and official instructions. The installer is responsible for ensuring that the ballast used complies with the applicable CE standard. Installation costs are never charged to PSMLIGHTING. Costs for repairs due to incorrect installation, installation not in accordance with the specified installation guidelines or incorrect use, cannot be recovered from PSMLIGHTING.
6.2. The technical data listed on the products supplied after the date of the catalogue edition take precedence over the technical data listed in the catalogue. On its website and the B2B portal, PSMLIGHTING publishes an errata list as well as the most recent available information on technical and mechanical changes to the products it sells.
6.3. PSMLIGHTING communicates the following information:
- Floor lights (LAVA-ETNA) with ALU housing are not suitable for outdoor use.
- Luminaires in colour 14 (alu satin) are only suitable for indoor use.
- 5BB, double-treated stainless steel is recommended for coastal installation.
7. Retention of title
The delivered goods remain the property of PSMLIGHTING until full settlement of the purchase price and all further claims for all deliveries from current and future contracts. The retention of title shall also apply when the goods have been installed or processed. In the event of processing of the goods, sale to third parties or on credit, the associated right of claim shall become the property of PSMLIGHTING until full settlement, as stipulated above.
During this period, the buyer shall assume the duties and responsibility of the custodian for the products delivered and shall, therefore, undertake to guard and insure them against all causes of damage, destruction, theft, fire, loss, etc.
8. Complaints and warranty
8.1. Upon receipt, the buyer is bound to check the contents of the delivery and the delivery note.
8.2. The number of packages must always be counted and checked immediately upon delivery. Complaints regarding the delivered goods and their quantities must be stated on the carrier's delivery note and must be submitted to PSMLIGHTING immediately and in any case within 24 hours of delivery by e-mail and supported by digital photographs.
8.3. Complaints relating to hidden defects must be notified in writing or by e-mail within eight days of discovery. The postmark or a non-automated confirmation by e-mail from PSMLIGHTING are determinative for determining whether or not a protest is timely. All complaints must be substantiated with digital photographs forwarded to PSMLIGHTING by email. Complaints regarding incorrect installation, installation not in accordance with our installation guidelines or incorrect use cannot be recovered from PSMLIGHTING.
8.4. Complaints do not suspend the payment obligation.
8.5. PSMLIGHTING guarantees that the delivered goods have been produced correctly, with the proviso that the liability only includes the obligation to replace or repair - at no cost to the buyer - the goods or replacement parts that PSMLIGHTING acknowledges have been incorrectly produced, all this excluding any other possibility of compensation. This guarantee is only valid on the condition that the goods have been installed by a qualified electrician, that the buyer has fulfilled all the obligations towards PSMLIGHTING and that the buyer has informed PSMLIGHTING of the nature of the defect within 8 days of the defect occurring and has provided all other relevant information.
8.6. The guarantee mentioned in Article 8.5 is valid for a period of 2 years from the date of purchase. In accordance with this guarantee, PSMLIGHTING shall not be liable if any defect occurs as a result of wear and tear on the parts, as a result of deliberate damage or negligence on the part of the buyer or as a result of damage due to improper use by the operator, if the buyer/installer has not followed the instructions in the technical documentation supplied or if any material changes have been made without PSMLIGHTING’s consent.
8.7. This guarantee is limited to the replacement or repair of that which is defective, with the exclusion of costs or compensation for relocation, assembly at the customer’s premises, consequences for third parties or any other form of indirect damage to the customer or third parties.
9.1. Unless otherwise agreed in writing, PSMLIGHTING’s invoices are payable within a period of 30 calendar days from the day following the date of the invoice, without discount, unless in the case of advance payments or unless otherwise agreed.
9.2. Each PSMLIGHTING invoice that is overdue and unpaid shall, by operation of law and without prior notice of default, be increased by default interest equal to the interest rate as determined in Article 5 of the Law of August 2, 2002, on combating late payment in commercial transactions.
9.3. In addition, from the day following the due date of PSMLIGHTING’s invoices, additional compensation for extrajudicial collection costs, estimated ex aequo et bono at ten percent of the full invoice amount, with a minimum of forty (40.00) euros, shall be payable ipso jure and without prior notice of default. If legal recovery is required, all associated recovery costs shall also be borne by the client.
9.4. Any non-payment of an invoice on the due date or failure to pay will result in the claimability of the invoices that have already been drawn up and sent to the client, including those not yet due, and shall automatically invalidate any payment facility or any discount.
9.5. If the client has suspended payments, is in a state of bankruptcy or liquidation, has applied for a judicial reorganisation, or is in a comparable situation as a result of a similar procedure, PSMLIGHTING reserves the right to unilaterally dissolve the contract.
9.6. Unless explicitly indicated otherwise, all amounts stated shall be deemed to be exclusive of VAT. Any increase in the VAT rate in the period between the quotation and invoicing shall be borne by the client.
10. Default - suspension - dissolution
10.1. In the event of non-compliance by the client of his contractual obligations, PSMLIGHTING is entitled to unilaterally - without the customer being entitled to claim any compensation - either suspend its obligations or dissolve the agreement without prior legal authorisation, each time after prior written notice of default to which the client has failed to respond or has failed to respond within eight calendar days.
10.2. If the agreement is terminated by or on behalf of the client, the latter shall owe PSMLIGHTING a fixed compensation of fifteen percent of the contract value, without prejudice to PSMLIGHTING's right to prove a higher actual loss and to recover it from the customer.
11.1. PSMLIGHTING cannot be held liable for damages resulting from contractual breaches or tort except in the case of wilful misconduct, fraud or deception and except in the case of gross negligence in the performance of an essential contractual obligation.
11.2. PSMLIGHTING’s total liability in principal sum, interest and costs shall at all times be limited to the price of the order, assignment or contract. PSMLIGHTING cannot be held liable for indirect damages, including loss of income, loss of profit or goodwill.
12. Force majeure
Cases of force majeure, whether temporary or permanent, which render the execution of the contract impossible, suspend or extinguish by operation of law PSMLIGHTING’s obligations under this contract and discharge PSMLIGHTING from any liability or payment of compensation for damage which may arise as a result.
The following shall be regarded as cases of force majeure on account of PSMLIGHTING: wars and similar situations, decisions by public authorities, pandemics, epidemics, strikes, floods, fires, shortages of raw materials, supply problems at suppliers, interruptions of transport, as well as any event over which PSMLIGHTING has no reasonable control, rendering the performance of the contract impossible. This list is not exhaustive.
Should one or more conditions, or part thereof, be null and void, unenforceable or invalid, or should there be an explicit deviation, this will not affect the validity and applicability of the other conditions. The provisions that are void, unenforceable or invalid must, to the extent possible, be replaced by valid and enforceable provisions that come as close as possible to the intention of the provisions to be replaced.
14. Applicable law - Jurisdiction
14.1. The contracts with PSMLIGHTING are governed exclusively by Belgian law, to the exclusion of international treaties.
14.2. In the event of disputes, the courts and tribunals of the judicial district of East Flanders have exclusive jurisdiction.