Art. 1. These terms and conditions form an integral part of the agreement between us and the client and shall at all times take precedence over the client’s terms and conditions. The agreement shall at all times prevail over the plans, bill of quantities, and/or specifications, unless otherwise agreed in writing between the parties. Any deviation from these terms and conditions must be made in writing with the consent of both parties. Art. 2. Our quotations are valid for eight (8) days. Thereafter, prices may be updated, in which case the client shall be informed. Quotations shall only become binding when signed and confirmed by WOODSTOXX or its authorised representative. Any quotation is confidential unless it is accepted in full and within the prescribed period by the client. Art. 3. Any signatory of the order and/or agreement binds him/herself personally and jointly with the natural or legal person (the possible end customer) for whom the order is placed, until full payment of the principal amount, costs, and interest. He/she shall also impose all obligations arising from the agreement on any end customer. Art. 4. Amendments to quotations shall only be valid if accepted in writing by WOODSTOXX. The possible nullity or invalidity of one of these terms and conditions shall not affect the validity of the other provisions or of the agreement itself. Art. 5. Each purchase order is drawn up in duplicate. One original copy is handed over to the client. Art. 6. Where the agreement is concluded by several parties, all signatories of the order are jointly and severally liable for the performance and payment of the works. Art. 7. WOODSTOXX may amend these general terms and conditions at any time. Such amended conditions shall apply thirty (30) calendar days after notification of the new version to the client. The failure by WOODSTOXX to exercise a right shall in no case be construed as a waiver of any right, since such waiver must be expressly confirmed in writing.

Art. 8. The client must provide all necessary information regarding the site and indicate this on the plans or by means of signage. WOODSTOXX shall in no event be held liable for damage to wells or pipes on, in, or under the ground/walls/ceilings if the plans contain incorrect information or if the exact location indicated by the client proves incorrect. Art. 9. The client shall provide a parking space for a van and trailer, either on private property or on the public road, and shall be responsible for reserving at least three parking spaces as well as applying for the necessary permits and signage, for the entire duration of the works. Art. 10. WOODSTOXX expects an accessible, vacuumed, and cleaned site. If this is not the case, the works required to bring the site into such condition shall be charged as additional works on a cost-plus basis. Any moving of furniture is entirely the responsibility of the client, even if WOODSTOXX is engaged by the client to do so. The old floor covering must be completely removed, unless otherwise agreed. Art. 11. Electricity, water, heating, sanitary facilities, and a freight lift must be available on the site. Electricity consumption is at the expense of the client unless otherwise agreed. Art. 12. Works shall in principle only commence if the above conditions are met and if the site is in the following condition: Rooms in which parquet flooring is to be installed must be adequately ventilated and heated. An indoor temperature between 15°C and 22°C must be guaranteed for the entire duration of the works. The humidity level must be between 45% and 65%. These conditions must also be guaranteed after installation to ensure the good condition of the wood. During our works, the site shall only be accessible to WOODSTOXX staff or its other representatives such as project managers and commercial-technical advisors. While works are being carried out, it must be ensured that no other (sub-)contractors are working in the same premises. Art. 13. The client must take out all legally required insurances for the site. Any deductible is borne by the client. The client may, at his own expense, take out an “All Construction Risks” insurance (CAR/ABR) and inform WOODSTOXX thereof. Art. 14. The client is responsible for securing the site and shall also be held liable in case of theft. The client may insure against this; if not, the client shall personally bear any loss suffered by WOODSTOXX as a result of theft or burglary on the site. Art. 15. Obtaining any permits and other authorisations for the performance of the works is always the responsibility of the client. The client shall also apply for the necessary permits for the placement of scaffolding or aerial work platforms on the site, if the nature of the works or the location of the site requires this, and for the entire duration thereof. WOODSTOXX shall always assume that all necessary authorisations have been obtained. The client releases WOODSTOXX from any duty of control or information in this regard. Art. 16. The taking of safety measures and collective protective equipment is always the responsibility of the client. If these are not in place, WOODSTOXX has the right, without prior notice, to take such measures itself at the client’s expense. Art. 17. In demolition works and safety arrangements, we cannot be held liable for any damage to supply and discharge pipes, underlying ducts and/or elements forming part of the existing construction. Works contrary to asbestos regulations are always the responsibility of the client and never of WOODSTOXX. Any fines or sanctions in relation to such works cannot be recovered from WOODSTOXX but are always for the account of the client, who must ascertain whether asbestos is present in the surfaces concerned before commissioning works. 

Art. 18. We reserve the right to subcontract all or part of the works. The client undertakes never to give direct instructions to a subcontractor without prior consultation with us. We cannot be held liable for intentional or gross negligence committed by a subcontractor in the execution of works for which WOODSTOXX acts as main contractor.

Art. 19. Any additional works shall always be charged on a cost-plus basis in addition to the cost of the materials used. Art. 20. In the absence of a written order, additional works shall be deemed to have been ordered if we commence them without protest from the client. If the client is a consumer, additional works may only be carried out with the client’s written consent to our price proposal. In the absence of a response from the consumer client within 48 hours, the client shall be deemed to have given irrevocable consent. Art. 21. Additional works may be proven by any means admissible in law. The client undertakes to communicate in writing any desired change, addition or omission in relation to the works described in the quotation, subject to acceptance by WOODSTOXX. In the absence of written communication by the client, such works shall be presumed to have been carried out in accordance with the client’s verbal instructions, unless the client is a consumer.

Art. 22. We are entitled to adjust our prices if the cost of materials, social charges or wages changes after the conclusion of the agreement and before its execution. If the client is a consumer, such price change shall be notified in writing to the client fifteen (15) calendar days before it takes effect. The consumer client has a period of 15 days after the above notification to terminate the agreement free of charge. Art. 23. The price must be paid in accordance with the advance invoices, interim invoice(s), and final invoice. In the event of non-compliance with the payment obligation, the performance period shall be extended by the same number of days of delay, or we reserve the right to terminate the agreement unilaterally to the detriment of the client without prior notice of default and without court intervention. Art. 24. The stated quantities have been calculated on the basis of the information available at the time of conclusion of the agreement. If a difference is found upon final measurement, this shall result in an adjustment. The stated prices are calculated on the basis of the tax regime applicable on the date of the quotation/order. Any introduction of new taxes, duties, levies or retributions, or the increase of existing ones, after the date of the quotation/order or agreement, affecting the relevant goods or services, shall give rise to an adjustment. Art. 25. For works on a cost-plus basis, working hours are charged at our usual hourly rate from departure from the workshop until arrival at the site or the subcontractor’s workshop. Loading, unloading and fetching materials are also charged. Travel costs are invoiced at the usual rate. These works may be invoiced on a weekly basis.

Art. 26. WOODSTOXX has the right to issue invoices exclusively electronically. The client has the right to request a paper invoice in writing. WOODSTOXX provides the electronic invoices by e-mail to the client. WOODSTOXX guarantees the authenticity of origin and the integrity of the electronic invoices issued, as well as their legibility. The client expressly accepts the evidential value of these invoices. Art. 27. Our invoices are payable at our registered office, in cash or no later than thirty (30) days after the invoice date. Advance invoices are payable in cash. Unless otherwise agreed. Art. 28. In the case of a statement of account to record the progress of works, a maximum period of seven (7) days applies for approval or rejection. Art. 29. If installation is carried out by our services, payments shall be arranged as follows: First advance invoice of two-thirds upon acceptance of the order, signing of the quotation or order form, payable in cash no later than eight (8) days after the document date; The outstanding balance, payable in cash no later than eight (8) days after the document date, upon completion of the works. Art. 30. Any protest of an invoice must be made within eight (8) calendar days of receipt of the invoice by registered letter, failing which the invoice shall be deemed definitively accepted. Art. 31. Any debt of a client that remains unpaid on the due date shall, by operation of law and without notice of default or any other formality, bear interest equal to the legal interest rate plus 7.75%, calculated from the due date until the date of full payment, as well as a fixed indemnity of 10% with a minimum of EUR 125 and a maximum of EUR 1,875 on the principal amount due, this by way of lump-sum damages, even if grace periods or instalment plans are granted. This compensation is in addition to default interest. Collection costs are not included in this lump-sum compensation. Art. 32. In the event of late payment of an invoice, all other client debts not yet due shall become immediately payable by operation of law and without prior notice of default. Insofar as we have granted payment periods, the balance shall become immediately and fully payable if the client fails to pay on time. Art. 33. In case of non-payment of one of our invoices, we are entitled, after prior written notice of default remaining without effect for eight (8) calendar days, to suspend the performance of all current orders, without the client being able to claim any compensation for delay. Art. 34. Set-off by the client is expressly excluded. WOODSTOXX is entitled to set off any claims against the client or companies affiliated with the client against any outstanding debts of whatever nature, regardless of whether these debts are certain, due or established. This provision is also valid and enforceable in case of insolvency, dissolution, judicial reorganisation or bankruptcy of the client. Art. 35. VAT and all other taxes, levies, charges or costs are always borne by the client. If the VAT rate is increased before the balance is invoiced, this increase shall be charged to the client, even if a price including VAT was agreed.

Art. 36. All samples, colours, and materials made available are purely indicative and non-binding. Differences in shade, size, and structure may occur between samples and delivered goods. These are considered normal. The same applies to supplementary orders. They cannot give rise to complaints, refusal, returns or any compensation. Art. 37. All our calculations, samples, models, drawings and study plans may not be copied or communicated to third parties without our express written permission. They remain our property and must be returned to us in good condition. Art. 38. Delivered goods remain our property until full payment has been made.

Art. 39. Unless otherwise indicated, the stated performance periods are only approximate. Any delay can never give rise to compensation or termination of the agreement by the client. Art. 40. Any change to the order means that any agreed performance deadline is no longer valid and may give rise to an additional charge. If execution of the works is scheduled within a certain period (e.g. within 3 months), this period only commences after a full and final order. If, on the agreed date, installation of the goods cannot take place due to the client (e.g. site not ready), the client shall owe compensation equal to the costs incurred, travel, rental of materials and equipment, and working hours. Art. 41. If WOODSTOXX is confronted with circumstances that make the performance of the agreement financially or materially heavier or more difficult than reasonably normal, such circumstances shall be regarded as cases of force majeure, including but not limited to: total or partial strike or interruption of work by the staff of WOODSTOXX or its suppliers, subcontractors, carriers due to (labour law) strike, lock-out, epidemic, war, requisition, fire, flood, production accident, machine or tool breakdown, shortage of raw materials, etc. These give WOODSTOXX the right to request revision or termination of the contract. In the event of an interruption of the works due to force majeure, the execution period is automatically extended by the duration of the interruption plus the time required to restart the site, without any compensation being due. WOODSTOXX undertakes in such circumstances to communicate adequately with the client. Art. 42. If the client wishes the works to be executed within a period shorter than the execution period initially provided, all additional costs arising therefrom shall be fully borne by the client

Art. 43. WOODSTOXX undertakes to perform according to the rules of good workmanship, taking the necessary precautions (measurements, etc.) as expected from a normally diligent contractor. Unless explicitly agreed otherwise in writing, the contractual obligations of WOODSTOXX and of the associated companies, contractors and subcontractors are always obligations of means. If no fault of execution can be attributed to WOODSTOXX, WOODSTOXX can never be held liable. Art. 44. The temperature on the site may not fall below 15°C or rise above 22°C during the works. Art. 45. Painting works may only start after WOODSTOXX has completed the necessary works. WOODSTOXX cannot be held liable for consequential damage if painting works have already been carried out.

Art. 46. WOODSTOXX has the right, after completion of the works, to request written acceptance. The client shall be deemed to accept the works if he fails to respond to the written request of WOODSTOXX, or if he is absent on the proposed date, or absent on a second date proposed by WOODSTOXX within two (2) weeks after the first date. Any of the three abovementioned cases is deemed to constitute acceptance of the works. Any refusal of acceptance must be notified to WOODSTOXX by a reasoned registered letter. Art. 47. If the client signs the acceptance report, the date of signature shall be deemed the date of acceptance of the works. Art. 48. Occupation or use of the building shall be presumed to constitute tacit acceptance of the works. This date shall therefore be regarded as the sole and definitive acceptance of the works. This presumption may be rebutted by the client within seven (7) days of occupation, by registered letter. Art. 49. In any case, unconditional payment of progress statements, advance payments, invoices or other cost statements, without valid protest in accordance with the modalities set out herein, shall be regarded as definitive and irrevocable acceptance of the works mentioned or included therein. Art. 50. The final invoice is in any case payable within eight (8) days after acceptance of the works. Art. 51. Differences in colour, texture and shape are always considered visible defects. Acceptance covers all visible defects and any possible non-conformity. Art. 52. After acceptance of the works, WOODSTOXX can no longer be held liable for visible defects. An action for liability for minor hidden defects attributable to WOODSTOXX and not affecting the stability of the building must be brought within six (6) months of discovery of the defect. In any case, the claim shall lapse three (3) years after the date of acceptance. Art. 53. The following shall not be considered as visible or hidden defects: Art. 54. Minor differences in colour or texture, or discolouration of wood or finishing due to incorrect indoor climatic conditions (humidity must be between 45% and 65% and temperature between 15°C and 22°C). Art. 55. Fine surface cracks in terraces and façades as a result of unfavourable weather conditions. Likewise, varying lengths in the delivered wood (our specifications always state the maximum lengths). Art. 56. The occurrence of colour differences, the formation of cracks and/or open joints, surface variations, delamination, loose boards, deformations caused by incorrect climatic conditions or by wear of the floor are not covered by the warranty. Art. 57. Complaints relating to products installed by us are inadmissible if the finished floor parts have not been treated with the maintenance products recommended by us and in accordance with the imposed maintenance plan as stated on the website www.woodstoxx.be . Clients must be able to provide proof of proper maintenance through sales invoices of the recommended maintenance products. Art. 58. Without prejudice to the other provisions of these general terms and conditions, liability in relation to the delivered and used products (not installed by WOODSTOXX) is limited to the warranty provided by the manufacturer. Art. 59. The warranty does not cover: intentional fault of the client or its agents; incorrect use or treatment of the products or materials; damage caused by force majeure; frost and moisture damage, etc. Art. 60. WOODSTOXX shall not be bound to any other warranty beyond replacement of the goods. WOODSTOXX’s liability is limited to the repair or replacement, within a reasonable period and in consultation with the client, of defective materials or improperly installed materials. Art. 61. All natural deformations of wood shall not give rise to any claim by the client nor justify non-payment of the invoice. Art. 62. Liability does not apply if damage has arisen from an accident, improper use, incorrect maintenance, or defects originating from the subfloor, unless otherwise agreed in writing. Art. 63. Complaints resulting from careless or ill-considered use of the goods by the client are inadmissible. Art. 64. WOODSTOXX cannot be held liable for excessive inconvenience caused to neighbours of the construction site if such damage is the unavoidable result of the execution of the works and cannot be attributed to a fault by WOODSTOXX. WOODSTOXX is therefore not liable for neighbour nuisance without fault. The client is liable for such damage to third parties and cannot exercise recourse against WOODSTOXX. Art. 65. The possible nullity of any single clause of these general terms and conditions shall in no way entail the nullity of the other clauses.

Art. 66. If the client terminates the concluded agreement, whether before or during the execution of the works, he shall, in accordance with Article 1794 of the Civil Code, always be obliged to pay an irreducible compensation equal to the costs and charges already incurred, the works already executed, as well as the materials and supplies already delivered, plus an amount equal to 30% of the total contract value excluding VAT. This clause is not a penalty clause; the compensation due constitutes the countervalue of the exercise of the right of termination and the loss of profit.

Art. 67. We may, after prior written notice of default, unilaterally dissolve the agreement without judicial intervention in the event of a breach by the client, without prejudice to our right to compensation for the actual damage suffered. Art. 68. If WOODSTOXX at any time has doubts about the creditworthiness of the client, including but not limited to enforcement measures against the client, non-payment or late payment of invoices, judicial reorganisation, and/or any other circumstances that may affect WOODSTOXX’s confidence in the proper fulfilment of the client’s commitments, WOODSTOXX expressly reserves the right to suspend deliveries, to require advance payment and/or to request other securities, even if the goods have already been dispatched or services partially performed. Art. 69. WOODSTOXX has the right to terminate the agreement with the client at any time, with immediate effect and without prior notice of default and without payment of any compensation, in the following cases: (i) cessation of payment or (application for or summons to) judicial reorganisation and/or bankruptcy of the client, (ii) (decision or summons to) dissolution and/or liquidation of the client, (iii) discontinuation of (part of) the client’s activities, (iv) (conservatory or enforcement) seizure of (part of) the client’s assets, and/or (v) if the client refuses to make an advance payment and/or provide securities requested by WOODSTOXX in accordance with Art. 17. In such case, the client shall by operation of law and without prior notice of default owe lump-sum damages of ten (10) percent of the order price, without prejudice to WOODSTOXX’s right to claim higher compensation if the actual damage is greater. Art. 70. If the amount owed by the client to WOODSTOXX (unpaid invoices and the value of pending orders) exceeds the limit for outstanding invoices set by WOODSTOXX or its credit insurer, WOODSTOXX has the right to suspend all its obligations towards the client with immediate effect until the amount owed falls below said limit. Art. 71. The client pledges all current and future receivables he has against third parties to WOODSTOXX, which accepts such pledge, as security for the agreement(s) to which these general terms and conditions are attached. The maximum amount secured equals the principal of the agreement(s) plus accessories such as interest, penalties and enforcement costs. The pledge will only be enforced up to the amount due at the time of notification of the enforcement of the pledge. Art. 72. In case of force majeure on the part of WOODSTOXX, its obligations towards the client are suspended for the duration of the force majeure. Force majeure means (i) any circumstance (whether foreseeable or not) making the performance of the agreement wholly or partially, temporarily or otherwise, more difficult, or (ii) including but not limited to: war, terrorism, terrorist threats, riots, disturbances, quarantine, general or partial strikes, lock-out, fire, operational accidents, machine breakdown, lack of transport facilities, shortage of materials and/or raw materials, frost, epidemics, government decisions or interventions, fuel shortages, energy shortages, force majeure on the part of a supplier or subcontractor, and errors or delays due to third parties. If the force majeure situation lasts more than two (2) months, WOODSTOXX has the right to terminate the agreement without judicial intervention and without being liable for compensation. In such case, WOODSTOXX may, at its discretion, decide on the allocation and distribution of available goods among its clients, and the client may not claim any compensation nor terminate the agreement for this reason.

Art. 73. The goods, materials and supplies delivered, as well as the works executed, remain the property of WOODSTOXX until full payment by the client of the amounts due. As long as full payment has not been made, the client may not resell them or use them as security. In case of non-payment, WOODSTOXX may immediately, without judicial intervention and without further notice of default, reclaim all goods. The client must make them available without delay at WOODSTOXX’s registered office. Art. 74. After termination of the agreement by the client, the advance payments already made remain acquired by WOODSTOXX.

Art. 75. The client authorises us to place one or more advertising boards on the construction site, using photos and drawings relating to the site, without mentioning the name or address of the client.

Art. 76. All copyrights, trademark rights, domain names, patents and patent applications, and other intellectual property rights relating to the goods and services provided belong to WOODSTOXX and are not transferred or licensed to the client. The client undertakes not to infringe WOODSTOXX’s intellectual property rights nor to perform any act that may damage or negatively affect those rights or their value. The client shall immediately inform WOODSTOXX if he becomes aware of any (threatened) infringement. Art. 77. The client undertakes to keep confidential all data and information received from WOODSTOXX which he knows or reasonably should know to be of a confidential nature (“Confidential Information”), and to use it only for the purposes of performing the agreement, as long as the information remains confidential. The client shall only use the Confidential Information for the purpose for which it was provided. The client acknowledges that all information regarding the goods and services provided by WOODSTOXX (unless proven otherwise) shall be regarded as Confidential Information and trade secrets of WOODSTOXX.

Art. 78. WOODSTOXX collects and processes the identity and contact details it receives from the purchaser, concerning the purchaser himself, his staff, employees, appointees and other useful contacts. The purposes of these processing activities are the performance of the agreement, customer management, accounting, and direct marketing activities such as sending promotional or commercial information. The legal grounds are the performance of the agreement, compliance with legal and regulatory obligations (e.g. the 30bis declaration of works), and/or WOODSTOXX’s legitimate interest. For direct marketing purposes by e-mail (such as newsletters or event invitations), the purchaser further gives his explicit and free consent to the use of his personal data by WOODSTOXX. The data controller is WOODSTOXX, Hogeweg 245, 8930 Menen, company number 887.365.995. The personal data will be processed in accordance with the provisions of the General Data Protection Regulation and will only be passed on to processors, recipients and/or third parties insofar as necessary for the abovementioned purposes. The purchaser is responsible for the accuracy and updating of the personal data provided to WOODSTOXX and undertakes to strictly comply with the GDPR regarding the persons whose personal data he has provided to WOODSTOXX, as well as with regard to any personal data he may receive from WOODSTOXX and its staff, employees and appointees. The purchaser confirms that he has been sufficiently informed about the processing of his personal data and about his rights of access, rectification, erasure and objection. For further information, WOODSTOXX expressly refers to the Data Protection Notice available on our website. The purchaser confirms that he has taken note of this Data Protection Notice and accepts its content.

Art. 79.1. WOODSTOXX is the exclusive contracting party for all services provided by its directors, employees, or other auxiliaries. Art. 79.2. Compensation for damage caused by the non-performance of a contractual obligation under this contract is, within legal limits, governed exclusively by the rules of contract law, even when the event giving rise to the damage also constitutes a tort. Art. 79.3. Compensation for damage caused by the non-performance of a contractual obligation by an auxiliary may, within legal limits, only give rise to a liability claim against the principal debtor and not to an extra-contractual liability claim against the auxiliary, even when the event giving rise to the damage also constitutes a tort. Art. 79.4. In its relations with end customers, the client shall in turn fully exclude WOODSTOXX’s and its auxiliaries’ extra-contractual liability within the legal limits, by imposing the provision described above on the end customers. Art. 79.5. If the client fails to (timely) comply with this obligation, the client shall indemnify WOODSTOXX and/or its auxiliaries against extra-contractual liability towards end customers. In that case, the client shall also be liable to compensate WOODSTOXX and/or its auxiliaries for all losses, damages, (legal) costs and expenses resulting therefrom or related thereto. Art. 79.6. Except where the fault affects the life or physical integrity of a person, WOODSTOXX can only be held liable for intent, gross negligence, or that of its appointees, or, except in cases of force majeure, for failure to perform the essential obligations forming the subject of this contract. This exclusion applies to all damage, direct or indirect, arising from or related to the execution of this contract. Art. 79.7. WOODSTOXX cannot be held liable for indirect damages, including but not limited to lost or foregone profits, loss of income, loss of opportunity, or damage to the client’s image or reputation. Art. 79.8. The total liability of WOODSTOXX and all of its directors, employees and other auxiliaries is, within legal limits, in any case limited to the lesser of either (i) the total amount covered by WOODSTOXX’s liability insurance, or (ii) the total invoice value of the goods and/or services delivered by WOODSTOXX under this contract to which the liability relates. Art. 79.9. Articles 79.1 – 79.8 of these general terms and conditions apply notwithstanding any contractual provisions to the contrary and without prejudice to any mandatory legal provisions to the contrary.