Version: 1.0 - Last updated: 01/04/2026
These conditions are an integral part of all agreements concluded between ES SYSTEMS BV and its customer. These conditions also apply to occasional deliveries and services. Deviations are only possible in writing. They apply to the exclusion of all general conditions appearing on the documents originating from the customer, even if these documents are of a more recent date. By entering into an agreement with ES Systems, the customer declares to have taken note of these general conditions and to agree to them. The agreements are executed in good faith. None of the provisions contained in the general conditions may be considered as a mere formality by the parties. No concession or deviation from these general conditions can be invoked by the customer, nor considered as an acquired right. If one or more of these conditions should be unenforceable or invalid, this does not affect the other provisions, and the relevant unenforceable and/or invalid provision is replaced by a valid provision that legally achieves the same purpose. The headings of the articles of these general conditions are merely indicative.
Our estimates and quotations are without obligation and made without engagement. They are only valid for 30 days. All prices are in EUR/€. Orders from the customer are irrevocable. Orders are only binding for ES Systems once it has accepted them via a written confirmation or by executing the agreement. The customer must review the confirmation and immediately inform ES Systems of any discrepancies. If no non-conformity is reported within 3 days after the date of the order confirmation, the order confirmation is irrefutably presumed to be identical to the customer's order. Estimates and quotations are based on currently applicable values for wages, taxes, and materials. If these undergo changes, ES Systems reserves the right to adjust the prices proportionally until invoicing. Orders are accepted under the suspensive condition that the ordered goods are still in stock.
The signing of a work order by the customer implies that the customer acknowledges that the works included therein have been carried out by ES Systems according to the rules of the trade, and the work is to be considered delivered.
The delivered goods and services are payable in cash. ES Systems is entitled to invoice the delivery of goods and services as deliveries take place, even if these occur partially. ES Systems reserves the right to demand a guarantee from the customer at any time during the execution of the contract.
To the extent that additional works, being works not included in the quotation, need to be carried out, these will be performed at the current hourly rate unless agreed otherwise in writing. The customer declares to have been informed in advance about the current hourly rate.
The performance of additional works constitutes an obligation of means for ES Systems, regardless of the achieved result, unless agreed otherwise in writing. ES Systems may subcontract its delivery of services and goods to a third party. The customer may not transfer, license, or subcontract any rights or obligations.
The agreed execution and delivery times are always indicative. If, due to causes independent of its will or as a result of force majeure, ES Systems is unable to respect a proposed, indicative execution or delivery time, it can extend the time via a simple written notification at any moment. Delay in the execution of the obligation, as well as exceeding the agreed term by ES Systems, in no case gives the right to compensation or to dissolution of the agreement. Delivery takes place at ES Systems unless agreed otherwise in writing. If the customer does not collect the goods on the communicated date, ES Systems reserves the right, after a period of fifteen days has expired, to consider the agreement dissolved without prior notice of default.
Protests against an invoice must be submitted in writing, motivated, and by registered mail within seven days after the invoice date. Failing this, the invoice shall be considered definitively accepted.
Payments received by ES Systems are first allocated to due interests and compensation, and then to the principal amount of the oldest due invoice. Every unpaid invoice automatically incurs an interest of 1% per month from its due date. Any granted discounts lapse in the event of late payment. In the event of default on payment, a fixed compensation of 15% of the invoice amount is due (plus any recovery and legal fees). In case of late payment of a single invoice, all other, even non-due invoices, become immediately payable.
The delivered goods remain the property of ES Systems until full payment. As long as the right of ownership belongs to the seller according to this clause, the customer remains responsible for maintaining the goods in good condition. The customer undertakes to insure the goods. The customer may not pledge, alter, or sell the products until ownership is transferred. In the event that the goods are returned to ES Systems under this retention of title, ES Systems reserves the right to offset any advances received against outstanding claims or damages suffered. Notwithstanding the retention of title, all risks pass to the client upon the conclusion of the contract. Goods are transported and stored at the risk and expense of the customer.
Set-off shall take place automatically and by operation of law, without prior notice of default, notwithstanding any transfer of rights in the event of insolvency proceedings or seizure, in accordance with the Financial Collateral Act.
The indemnification obligation of ES Systems is strictly limited to the value of the relevant goods or services. The customer must immediately submit to ES Systems all elements concerning the alleged damage to enable a timely claim by ES Systems against potentially responsible parties. ES Systems is not liable for product liability as outlined in the law of 25.02.1991.
The liability of ES Systems is always limited to the reimbursement of the value of the defective goods or services. ES Systems cannot be held liable for any other direct or indirect damages.
Complaints regarding visible defects related to the delivered goods must reach ES Systems in writing and by registered mail within seven days of delivery and, in any case, before the use or resale of the goods. Non-conformities regarding the dimensions, colors, and presentation of the goods are explicitly considered visible defects.
ES Systems is not responsible for, and consequently not obligated to provide any warranty and/or compensation for hidden defects or errors, except in the case of its own gross negligence or intent. Minor, industry-acceptable, or technically unavoidable deviations cannot provide a basis for complaints.
In the event that the customer fails to partially or fully perform this agreement or any other agreement concluded with ES Systems (including late payment), ES Systems is entitled to suspend the performance of its obligations or to consider the agreement dissolved by operation of law and without prior notice.
If the current agreement is broken or dissolved by or due to the customer, the customer shall owe ES Systems a fixed and irreducible compensation for loss of profit of 35% of the agreed contract price.
ES Systems reserves the right to declare the contract dissolved by operation of law and without prior warning in the event of bankruptcy, obvious insolvency, or continued breaches. ES Systems also reserves the right to cancel the agreement at any time with three months' notice.
When ES Systems is unable to perform the agreement due to force majeure, strikes, lock-outs, etc., ES Systems reserves the right to terminate the agreement without any compensation being claimable.
The establishment of the agreement serves as an agreement for the transfer of debt claims.
If a warranty is provided by the manufacturer of the delivered goods, this can only be invoked against the manufacturer. The warranty of ES Systems is always limited to the warranty it received from its own suppliers. The warranty on consumer goods is provided in accordance with the law of 1 September 2004, and must be claimed within two months after the discovery of the defect.
All agreements concluded with ES Systems are governed by Belgian law. In the event of a dispute, only the courts of the jurisdiction of Antwerp, division Limburg/Hasselt are competent.