• Bru Textiles nv
  • Satenrozen 2A, B-2550 Kontich
  • Belgium

General Terms and Conditions

1. Definitions

Background knowledge

All information, know-how, methods, techniques, technologies, skills, algorithms, methodologies, materials and intellectual property rights in the same or in related domains of the order, owned by and/or in possession of or controlled by BRU / TWINBRU prior to the commencement date of the order, as well as all developments, improvements and/or completions made by BRU / TWINBRU and/or introduced here outside of the scope of performance of the order.

Foreground knowledge

All knowledge, information, know-how, methods, techniques, skills, algorithms, materials and intellectual property developed by BRU / TWINBRU within the scope of performance of the order.

Material

All goods such as basic raw materials, additives, prototypes, photographs, … which are transferred by the customer to BRU / TWINBRU within the scope of the Order. Certificates, reports, manuals, drawings, spreadsheets, … in relation to these goods are also considered Materials.

Order

The instruction from the customer accepted by BRU / TWINBRU, on the basis of which BRU / TWINBRU proceeds to realize a Result based on the Material supplied by the Customer.

Results

The data and goods which, according to the stipulations of the Order, are delivered by BRU / TWINBRU to the Customer at the end of the agreement, to the exclusion of any back- or foreground knowledge.

2. Preliminary

All works and services by BRU / TWINBRU are executed and/or rendered under the terms and conditions indicated below. Subject to any written deviation explicitly approved by BRU / TWINBRU, these terms and conditions take priority over any other contractual provision, including the customer’s general terms of purchase.

BRU / TWINBRU executes the Customer’s Order to the best of its knowledge and ability and with the meticulousness that may be expected of a professional service provider in similar circumstances, according to the rules, and bearing in mind the laws, standards, requirements and regulations in force on the date of conclusion of the agreement. As for the intended Results, BRU / TWINBRU enters into an obligation of means with the Customer.

3. Offers and prices

The agreement with the customer shall not take effect until the order placed by the customer has been confirmed in writing by BRU / TWINBRU or until the performance of the contract is started. This order can be placed either in writing or verbally. Unless expressly stipulated otherwise, the prices are indicative. BRU / TWINBRU reserves the right to adjust its prices, according to changes in cost prices.

The subscriber placing an order in his own name or in the capacity of mandatory, or the person paying in whole or in part for the order, even on behalf of third parties, warrants performance by these third parties and binds oneself jointly and severally for them.

4. Performance

The Customer undertakes to make all required Material available to BRU / TWINBRU in a timely manner to enable the latter to execute the Order. BRU / TWINBRU cannot be held liable for incorrect or incomplete Material provided by the customer or for any delay in the execution due to the fact that those Materials were made available too late.

Unless otherwise agreed between BRU / TWINBRU and the Customer, the stated times of delivery are indicative. BRU / TWINBRU shall inform the Customer without delay from the moment BRU / TWINBRU suspects or becomes aware that the performance will be significantly delayed and can therefore only be executed with a significant deviation from the indicated delivery time. A delay can never give rise to the termination of the Order and/or to any claim for damages. In the event of a significant deviation from the indicated delivery time, BRU / TWINBRU and the Customer will determine by mutual agreement any actions to be taken.

5. Liability

Under no circumstance can BRU / TWINBRU be held liable for indirect damage caused to the Customer or any direct or indirect damage caused to a third party. Materials provided will be returned only upon prior written request from the Customer. Potential risks of the Materials must be notified in writing by the Customer. The customer remains liable for the Materials at all times. Although BRU / TWINBRU will do its best to keep the Material safe, BRU / TWINBRU will not at any time be liable in any form, on any ground for any possible damage to or (partial) loss of the Materials or any possible damage caused (directly or indirectly) by the Materials. Under no circumstances will the (combined) liability (the sum of liabilities as a result of one or more events) of TWIBRU as a (direct or indirect) result of and/or in the execution of the Order amount to more than the total amount (excluding taxes and costs charged by BRU / TWINBRU) by BRU / TWINBRU received from the Customer as a result of the execution of the relevant Order.

6. Confidentiality

Unless otherwise agreed between BRU / TWINBRU and the customer, the following conditions on the use of information and materials to be exchanged within the framework of the order shall apply.

All information, of whatever nature or form, with the exception of the Results, that is made known to the Customer by BRU / TWINBRU, is confidential.

All Material and/or information, of whatever nature or form, that is made known to BRU / TWINBRU by the Customer, is confidential and may not be passed on to third parties without the Customer’s explicit consent. This does not apply to information which, in accordance with the law, is to be provided to the supervising authority or to the other accredited inspection bodies.

The party, be it BRU / TWINBRU or the Customer, who receives confidential information, undertakes to keep this information confidential and not to pass it on to third parties without the prior consent of the other party, to use and protect it with the same care as its own confidential information and with reasonable caution, for the entire duration of the Order and for a period of three (3) years counting from the date of the final invoice of the Order.

7. Results

All IP related to Material is and will remain the property of Customer at all times. BRU / TWINBRU obtains a temporary (for the term of the agreement), royalty-free, non-transferable license to use this IP solely to realize the Results for the Customer.

The performance of the Order by BRU / TWINBRU does not imply in any way or at any time the transfer of Intellectual Property Rights (including fore- and Background knowledge) from BRU / TWINBRU to the Customer or to third parties.

Depending on the timely and full payment of the agreed sum for the Order, the Customer acquires only the right to the uninhibited and enduring use of the Intellectual Property Rights related to the Result without, unless explicitly agreed otherwise, the right to edit or resell the Result.

8. Publications

BRU / TWINBRU has the right to make the Results known and to publish them, except when the Results contain confidential information of the customer.

Unless he has obtained the prior consent of BRU / TWINBRU, the Customer is not allowed to use the name of BRU / TWINBRU, of its staff members and agents and/or the brands or the logo for external communication purposes, whether for commercial or any other purposes.

The customer declares that he has sufficient rights with regard to the models (regardless of whether or not they are copy right protected or copy right protectable) used in the Results and allows Bru Textiles to further publish these Results (including the image of the relevant models) and use these for commercial purposes.

9. Payment, Default and Retention of Title

  • Payment Terms

    Unless otherwise agreed in writing, all invoices shall be payable within thirty (30) calendar days of the invoice date. Any dispute relating to an invoice must be notified in writing, stating the reasons for the dispute, within eight (8) calendar days of the invoice date. Failing such notification, the invoice shall, subject to evidence to the contrary, be deemed accepted. Any dispute shall not suspend the obligation to pay the undisputed portion of the invoice.

  • Default Interest and Compensation

    If any amount remains wholly or partially unpaid on its due date, the Buyer shall automatically be in default without prior notice or demand being required. Default interest shall accrue on the outstanding amount from the due date at the rate of one per cent (1%) for each month or part thereof, any part of a month being treated as a full month. In addition, the Buyer shall be liable to pay fixed compensation equal to ten per cent (10%) of the outstanding amount, subject to a minimum of EUR 500.00, provided that such amount is not manifestly disproportionate having regard to the amount and circumstances of the debt. This shall be without prejudice to the Seller’s right, to the extent permitted by law, to recover reasonable debt collection costs exceeding such fixed compensation.

  • Partial Payment

    Any partial payment shall be applied first towards costs and compensation, then towards accrued interest and finally towards the principal amount. Acceptance of any partial payment shall not constitute a waiver of any right and, for the purposes of the retention of title, shall not have the same effect as payment in full. If any invoice remains wholly or partially unpaid on its due date, all other amounts owed by the Buyer to the Seller shall become immediately due and payable. The Seller may suspend any further deliveries or performance and may make their continuation subject to advance payment or the provision of adequate security.

  • Retention of Title

    All goods supplied shall remain the property of the Seller until the purchase price and all related interest, costs and compensation have been paid in full. Partial payment shall not result in any partial transfer of title. To the extent permitted by law, this retention of title shall also be enforceable against third parties and in the event of attachment, concurrence of creditors, judicial reorganisation, liquidation or bankruptcy of the Buyer. Until title has passed to the Buyer, the Buyer shall keep the goods with due care and, insofar as reasonably practicable, keep them identifiable as goods belonging to the Seller. The Buyer shall not pledge the goods or otherwise encumber them as security in favour of any third party. In the event of any attachment or insolvency, the Buyer shall immediately notify the Seller. Notwithstanding the retention of title, the risk of loss of or damage to the goods shall pass to the Buyer upon delivery. In the event of default, the Seller shall be entitled to recover any goods supplied subject to retention of title. To the extent permitted by law, the reasonable costs of identification, recovery, transport and storage shall be borne by the Buyer. The value of any goods recovered shall be set off against the outstanding debt. Subject to the limits imposed by applicable law, the retention of title shall continue to apply in the event of processing, commingling or real subrogation. Where the goods become immovable by incorporation, the retention of title may be registered in the Belgian Pledge Register in accordance with the applicable statutory provisions.

10. Complaints

Upon the delivery of Results, the Customer undertakes to check immediately whether the delivered goods correspond with what had been agreed. BRU / TWINBRU must be notified in writing of any visible defects at the latest within eight (8) working days. The defects must be described in detail by the Customer. After this term the Customer is deemed to have accepted the results and to have found that they are in conformity with the requirements. Lodging a complaint does not release the Customer from his payment obligations.

If a complaint is found to be well-founded by BRU / TWINBRU, the Order will be carried out again without the Customer being entitled to any form of compensation.

11. Termination of the contract by BRU / TWINBRU

In the event of non-payment by the customer or if the latter fails to fulfil his obligations, BRU / TWINBRU shall have the right to terminate the contract with immediate effect by sending a simple written notification eight (8) days following a notice of default that was ignored, without prejudice to BRU / TWINBRU’s right to demand reimbursement of all costs incurred and compensation for any losses suffered.

12. Termination of the contract by the customer

If the Customer wants to terminate the contract, this must be done in writing. Such termination shall be valid only if it was accepted in writing by BRU / TWINBRU. In the event that a contract is terminated by a customer, the latter shall be liable to pay a compensation equalling 75 % of the total price agreed.

13. Terms of performance

BRU / TWINBRU undertakes to carry out each Order with the utmost care and in accordance with the applicable rules, with due confidentiality and bearing in mind the state of the art and knowledge. However, this does not imply any obligation of result. BRU / TWINBRU will make every possible effort to meet the agreed deadline for performance. Any delay on the part of BRU / TWINBRU can never give rise to payment of damages or to the dissolution of the contract.

14. Force majeure

BRU / TWINBRU shall be released ipso jure and shall not be liable to fulfil any commitment vis-à-vis the Customer in the event of force majeure. A case of force majeure is understood to mean any situation which makes the performance of the contract by BRU / TWINBRU wholly or partly impossible, be it temporarily or not, due to circumstances beyond BRU / TWINBRU’s control, even if this circumstance was foreseeable at the time of conclusion of the contract.

Are considered to be cases of force majeure (non-exhaustive list): defective equipment, strike, absence of delivery or late delivery of necessary materials, etc. In case of force majeure, BRU / TWINBRU’s obligations shall be suspended. In such cases BRU / TWINBRU shall make every reasonable effort to reduce the consequences of the force majeure event to a minimum. Should the event of force majeure last longer than two (2) months, then the customer shall have the right to terminate the contract without intervention of the court, and without BRU / TWINBRU being liable to pay any compensation to the customer.

15. Competent courts – Applicable law

Any dispute relating to the conclusion, the validity, the interpretation or the performance of a contract between BRU / TWINBRU and a customer shall be governed by Belgian law. Only the courts in the district where BRU / TWINBRU has its registered office shall have exclusive jurisdiction.