Unless otherwise expressly confirmed in writing by Injectis PLC, only these terms and conditions (hereafter: “Terms and Conditions”) apply to the agreement between Injectis PLC and the customer. If a different agreement is made, these Terms and Conditions remain applicable in a supplemental way, to the extent they have not been expressly deviated from. These Terms and Conditions of Injectis PLC are accepted by the customer, whichever are its own terms and conditions. Any applicability of the customer’s own terms and conditions is expressly excluded.
2.1. All offers issued by Injectis PLC are valid for a period of 1 month starting from the date mentioned in the offer and exclusively for the works, goods and quantities included in the offer concerned. Unless the offer expressly stipulates otherwise, the offers automatically expire if the customer has not accepted them expressly and without modification or reservation within the month.
2.2. Prices in the offers are indicative prices.
2.3. If, following the offer, changes are requested by the customer, they are only binding for Injectis PLC if Injectis PLC expressly confirmed these changes in writing.
2.4. The customer shall provide Injectis PLC with all necessary information to make a correct offer. To this end, the customer bears the burden of proof. If it later turns out that the information was incorrect and/or incomplete, all additional work that has been done as a result thereof may be invoiced by Injectis PLC at the rates applicable at that time. Any other unforeseen additional work may also be charged at the rates applicable at that time.
2.5. The offers are made in good faith, but calculation or estimation errors are possible. If Injectis PLC becomes aware of a calculation or estimation error, it will notify the customer immediately, and the correct calculation will be applied. If the customer does not agree to this, Injectis PLC will be entitled to not or not further execute the order, without any right to compensation of the customer, but subjects to all rights of Injectis PLC for services and products already delivered.
2.6. If the customer has accepted an offer and subsequently cancels the order before services or goods were delivered, it owes, ipso jure and without warning, a lump-sum compensation equal to 20% of the total price of the order, without prejudice to Injectis PLC’s right to higher compensation if Injectis PLC provides proof it suffered greater damage.
2.7. Rates included in advertising (brochures, advertisements, websites, etc.), cost estimates or vision documents can never be considered as an offer. Orders are only binding if there is a written order confirmation from Injectis PLC.
3.1. After the customer’s order, an advance invoice in the amount of 30% of the total amount of the offer will be drawn up. Payment of this advance invoice is regarded as confirmation of formal agreement with these Terms and Conditions. The works shall only be started upon full payment of the advance invoice. Thereafter, the works will be invoiced according to progress.
3.2. Injectis PLC will execute the assignment to the best of its ability and is therefore bound by an obligation of means.
The customer shall do everything necessary and useful to enable Injectis PLC to perform the assignment as efficiently as possible.
3.3. The indicated execution and delivery terms are provided by way of information only and are not binding, even if they are included in a written agreement or confirmation. Delays in execution can never give rise to a fine, damages or dissolution of the agreement in favour of the customer, even if the customer had communicated that the term was essential. In case of later execution, the customer should give Injectis PLC prior written and express notice of default in order to finalise any execution within a reasonable period, with a minimum of five weeks.
Any delay caused by the customer’s negligence will be entirely at the customer’s expense, as well as any increase in prices and costs that would have been caused as a result.
3.4. Terms are calculated in working days and do not take into account unexpected delays due to force majeure. Are considered force majeure, among others: general or partial strikes, lock-outs, road blocks, armed conflicts, social unrest, government interventions (such as fiscal measures, expropriation or embargoes), cyberattacks, power and telecommunication interruptions, economic factors (such as delivery delays, change of transport rates, shortage of trained labour, raw materials or fuel or shortage of means of transport), fire, explosion, machine failure, illness or epidemic, natural disaster, flooding, other weather conditions, etc. and more generally: any circumstance beyond the control of Injectis PLC that has the effect of hindering the works or deliveries. In case of force majeure, or when the execution of the works is hindered or made impossible by the customer and/or third parties for at least 4 working hours a day, Injectis PLC reserves the right to either postpone the execution, or to extend the execution period by the duration during which the execution was interrupted as well as the time needed to make the construction site operational again, or to terminate the agreement, in which case Injectis PLC will be released from its obligations within the meaning of Article 5.226 of the Belgian Civil Code, without the customer being able to claim any compensation for any reason. In any case, the customer shall owe the costs incurred until then for the execution of the assignment. In particular, if Injectis PLC has already partially fulfilled its obligations when the force majeure occurs or afterwards, or can partially fulfil its obligations, Injectis PLC is entitled to invoice the services performed separately and the customer is obliged to pay this invoice as if it were a separate contract.
3.5. A possible permit problem of the customer with the authorities does not constitute force majeure on the part of the customer and can at most lead to a suspension of commitments or termination of the agreement with damages at the customer’s expense if a necessary permit is not obtained by the customer, subject to the other rights that Injectis PLC can draw from these Terms and Conditions. In such case, the 30% advance shall remain acquired to Injectis PLC, subject to proof by Injectis PLC that it has already performed or delivered for a higher amount, in which case that higher amount shall be due, including Injectis PLC’s normal profit margin.
3.6. If one or more circumstances disturb the economic balance of an agreement, without these circumstances having to be excessively burdensome within the meaning of Article 5.74 of the Civil Code, either because the cost of performance for Injectis PLC has increased, or because the value of the consideration obtained by Injectis PLC has decreased, Injectis PLC shall be entitled to suspend the performance of its obligations and to demand that the customer commence negotiations with a view to reaching an agreement on alternative contractual terms that place the parties in substantially the same contractual equilibrium as that which existed at the time the agreement was concluded, on the understanding that achieving a balance will require at least that Injectis PLC can realise a reasonable profit margin in the performance of the agreement. If the parties cannot agree on alternative contractual terms within a period that Injectis PLC considers reasonable, Injectis PLC shall be entitled to terminate any agreement in whole or in part, without prior judicial intervention or notice of default and without any right to compensation at the expense of Injectis PLC, subject to the other rights that Injectis PLC may have under these Terms and Conditions.
3.7. The goods are delivered as stipulated in the order confirmation or order form or on the invoice. Notwithstanding the retention of title, the goods, even if sold carriage paid, shall be transported and delivered at the expense and risk of the customer, who shall vouch for these goods as a prudent and reasonable person and shall insure them against possible damages. The customer shall ensure that deliveries can be made to a place easily accessible to vehicles.
3.8. If the customer designates properties of third parties for the assignment, the customer will fully indemnify Injectis PLC at first request for any recourse of those third parties against Injectis PLC, including all costs of defence, except in case of intent or serious fault of Injectis PLC.
3.9. In the event of a dispute regarding the execution of the assignment, it shall be deemed to have been executed correctly in all aspects, subject to proof to the contrary by the customer.
4.1. The price is that stated on the order confirmation or offer or a special written agreement and applies only to the works and/or goods described therein and are only indicative prices. In case an order confirmation, offer or special written agreement is missing, the price will be determined in good faith by Injectis PLC.
Flat-rate prices are fixed prices for the quantities indicated in the offer, measurement statement or specifications. If these quantities are exceeded during execution of the works, the additional quantities will be charged at the unit prices stated in the offer. If no unit prices are stated in the offer, Injectis PLC’s standard unit rates are applied. This also applies to additional works.
4.2. If the order cannot be fully performed for reasons not attributable to Injectis PLC, Injectis PLC will at least be entitled to charge the customer for the performance and goods delivered. Moreover, in that case, Injectis PLC is entitled, if it considers it reasonable in the circumstances, to also charge the lost revenues, so that the charge is equal to the normal performance price.
4.3. Injectis PLC may be forced to adjust the price to the evolution of its fixed and/or variable costs as a result of changes in their structure (raw materials, wages, energy, etc.). This may occur, inter alia, if the works are started more than three months after the order was placed. Any price revision will be made in accordance with the legally permitted standards. In that case, the new price as stated on the invoice shall apply. The price is exclusive of taxes, VAT, delivery, transport and insurance costs which are borne by the customer. This article 4.3 applies independently of article 3.6 of these Terms and Conditions.
5.1. The customer must take immediate possession of and immediately inspect the goods ordered and delivered or the work carried out. Complaints relating to work or services carried out will only be accepted, under penalty of forfeiture, if sent within 7 days of the execution date. Complaints concerning the quality of the delivered goods or incorrect delivery shall only be accepted if sent within 48 hours of delivery. All complaints should be sent by registered mail under penalty of forfeiture and addressed to the address of Injectis PLC’s registered office.
Otherwise, the customer shall be irrevocably deemed to have unconditionally accepted the delivery and/or the work performed, except for hidden defects. Notwithstanding the above, under penalty of forfeiture, complaints about quantities at unloading must be stated on the delivery documents and, when goods are collected, the inspection of the quantities must be carried out by the carrier before leaving the warehouse; after leaving the warehouse, no complaints will be accepted.
5.2. All the goods are sold with the deviations common in colour, volume, thickness, length, etc. and are of normal trade quality without more. With the exception to prior agreement by Injectis PLC, goods sold and/or delivered cannot be returned. Hidden defects may only give rise to compensation if they were promptly detected and Injectis PLC was informed immediately after their detection by registered letter.
Injectis PLC’s liability is always limited to exchange of the unsatisfactory goods, or – at Injectis PLC’s discretion – their repair if the cost thereof would be lower than the replacement value of the goods. In any case, no other reimbursements, costs or damages can be charged to Injectis PLC regardless of their cause. Processing the goods will in any case count as acceptance of the goods, even if complaints were made beforehand. In any case, any compensation may never exceed the price of the goods.
5.3. Unless expressly agreed otherwise in writing, Injectis PLC gives no guarantees regarding the remediation targets to be achieved and/or the total remediation duration. All of Injectis PLC’s performance constitutes an obligation of means.
No refunds, costs or damages can be charged to Injectis PLC in case the remediation takes longer or is more expensive than initially estimated in the offer.
5.4. Under no circumstances is the customer allowed to withhold amounts in case of dispute. In case of non-payment, even in case of dispute, Injectis PLC will be entitled to suspend any further delivery or performance or to terminate the agreement, without any right to compensation, termination or otherwise in favour of the customer.
The protection of its know-how is an essential component of any agreement for Injectis PLC. All documents provided by Injectis PLC to the customer or any third party connected to the customer and/or the project, including offers and preparatory studies of any denomination, are strictly confidential, may only be consulted by employees of the customer who absolutely must have knowledge of them for the execution of the agreement, and may under no circumstances be disclosed to other employees or third parties, except with Injectis PLC’s express written consent. The data provided by Injectis PLC remain its exclusive know-how or intellectual property and may only be used by the customer within the framework of the relevant agreement. If they are used outside this framework or communicated to third parties, the customer or, in the broad sense, the recipient of the documents concerned shall ipso jure owe damages that are at least equal to three times the price mentioned in the offer, unless Injectis PLC can prove higher damages.
Injectis PLC reserves the right to mention assignments commissioned by its customers as references in its publicity, unless the customer has given prior written notice that it refuses such mentions.
The delivered goods remain the full and exclusive property of Injectis PLC until full payment of the principal, costs and interests, even if they were delivered to the customer. However, the risk for the goods will pass to the customer from the time of delivery until (i) full payment by the customer or (ii) the time the goods are returned to Injectis PLC’s storage site.
In case the customer resells the goods itself, it transfers the claims arising from that sale to Injectis PLC to serve as a pledge. The advances paid by the customer remain acquired by Injectis PLC as compensation for possible losses on resale.
Any additional costs that Injectis PLC has to incur to recover or revindicate its goods are borne by the customer.
9.1. All invoices are payable within 14 days from invoice date. Unless expressly agreed otherwise in writing, discount for cash payment is not allowed. The addressee of the invoice is always responsible for payment of the invoice. The allocation of payments shall be made on the oldest debt first.
9.2. Interest will accrue on any amount remaining unpaid on the due date according to the Act of 2 August 2002 on combating late payment in commercial transactions, where interest starts to accrue from the first day after the due date and where each month started counts for a full one.
In case of non-payment on the due date, Injectis PLC also reserves the right, without any notice of default, to increase the invoice by 10% with a minimum of € 250 by way of compensation for extrajudicial collection costs and other contractual damages. This compensation is fixed and cannot be changed even if the default is partial.
Injectis PLC will also invoke Article 6 of the Law of 2 August 2002.
Interest and any increase or compensation shall be due by operation of law and without notice of default.
9.3. The non-payment on the due date of a single invoice makes the due balance of all the other, even non-due invoices, immediately and automatically payable.
In case of non-timely payment, Injectis PLC reserves the right to suspend or definitively terminate all further performance without entitling the customer to any compensation.
The customer may never, on account of a complaint formulated by him, withhold all or part of the amounts owed by him, or proceed to set-off. The customer may also not invoke any other reason to refuse or delay payment of invoices, such as a delay in delivery or invoicing, a revision of the price or a dispute of any kind.
The drawing and/or acceptance of bills of exchange or other negotiable documents does not imply novation and does not constitute a derogation from the Terms and Conditions.
9.4. In the event of a dispute, the invoice must, under penalty of forfeiture, be protested by registered letter within 7 days after reception.
9.5. If, after the start of the works, the customer fully or partially waives further performance of the agreed works or if the works cannot be further performed due to a reason for which Injectis PLC is not to blame, the customer is obliged to compensate Injectis PLC for all expenses it has already incurred, for all works already performed and for the lost profit, which is estimated at a lump sum of the amount stated in the offer, without prejudice to Injectis PLC’s right to prove the actual damage if it would be higher.
If (i) doubts arise at any time in Injectis PLC regarding the customer’s creditworthiness or solvency, (ii) the customer protests an invoice of Injectis PLC, or (iii) Injectis PLC has other reasons to suspect that the customer will not fully comply with its commitments, Injectis PLC reserves the right, even if the agreement has already been partially performed, to demand security for payment within a period to be set by Injectis PLC. If the customer fails to provide this security within the stated period, Injectis PLC shall be entitled, without notice of default, to terminate the agreement for the part not yet performed without prior judicial intervention, without prejudice to the customer’s obligation to pay the part already performed and Injectis PLC’s right to compensation for lost profits, or to suspend further performance of existing agreements until payment has been made and to demand advance payment for further performance.
11.1. The materials and goods supplied benefit from the warranty granted by the manufacturer or supplier. This warranty is limited at all times to the replacement of defective materials.
11.2. By entrusting an assignment to Injectis PLC, the customer confirms to be aware of the type of works to be performed and the possible damage they may cause. Injection of products into or extraction of groundwater may give rise to settlement of the soil and subsoil. This can in turn give rise to damage to buildings or infrastructure such as cracks, pushing up structures, etc. The occurrence of cracks may result in (underground) structures, such as tanks, cellars, concrete floors, epoxy floors, cisterns, fluid-tight tracks, pipes and ducts, basins, etc., not to be fluid-tight anymore. The customer is deemed to be aware of this potential damage and fully accepts the risk involved, including possible unforeseeable consequences. Injectis PLC will in no case be held responsible.
11.3. Injectis PLC can only be held liable for damages of which the customer proves that they were caused by intentional fault of Injectis PLC. Misuse by the customer, work performed by another contractor, own repairs, damages caused as a result of incomplete or incorrect information provided by or on behalf of the customer, etc. can never give rise to any liability of Injectis PLC. With regard to any advice given by Injectis PLC regarding the approach to soil contamination(s) and the works that result from it, Injectis PLC cannot be held responsible for any wrong estimations and any consequential damage resulting from it. For the advice, Injectis PLC bases itself on the information made available, assumes its correctness and does not perform its own verification.
11.4. Injectis PLC will always have the choice to compensate damages attributable to it in kind or in money. Injectis PLC’s total liability is always limited to a maximum of the value of the goods delivered and/or works actually performed, as stated on the invoice. Injectis PLC can never be held liable for indirect damages, such as, but not limited to, lost revenues, profits, loss of a customer, missed opportunity, reputation damage or any consequential or unforeseeable damages, where foreseeability refers to both the origin of the damages and their amount. In cases where Injectis PLC’s liability insurance has to intervene, Injectis PLC’s liability will always be limited to the amount paid by the insurance.
Injectis PLC is entitled at any time, with immediate effect, without prior notice of default or judicial authorisation, and without any compensation at Injectis PLC’s expense, to dissolve all or part of the agreement with the customer in case of serious breach of contract by the customer, which will in any case include the following cases:
13.1. If any clause or part thereof of these Terms and Conditions is found to be invalid, unenforceable, unwritten or void for any reason, the remaining clauses or parts thereof shall not be affected and shall remain valid and enforceable as if the invalid, unenforceable, unwritten or void clauses were not included in the Terms and Conditions. Each such clause or part thereof will be replaced by a provision that, insofar as it can validly do so, comes closest to what Injectis PLC intended.
13.2. The formation, existence and consequences of the agreements between the parties are governed exclusively by Belgian law and by these Terms and Conditions. The parties expressly agree to consider the registered office of Injectis PLC the place of performance of the agreements. In case of dispute, only the courts of Injectis PLC’s registered office are competent.
The customer is aware and accepts that, for the purpose of the proper execution of this agreement, Injectis PLC has the right to store, process, register and use the personal data concerning it or its personnel, collected during the execution of the agreement, in compliance with the personal data regulations in force.
The collection and processing of this data is necessary for the following purposes: management of customer follow-up (orders, invoicing), performance of services or deliveries, or for commercial prospecting purposes.
Personal data collected will be kept for a period of 5 years from the end of the commercial relationship. The customer has the right to request access to, rectification, deletion, restriction of or opposition to the processing, and updating of his/her data by sending a request by e-mail to the following address: info@injectis.com. If a change at the customer’s request has an impact on Injectis PLC’s compliance with contractual obligations towards the customer, the consequences will be borne exclusively by the customer.
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