Version 2.1 – Last updated: 14 October 2026

Article 1 – Part of the agreement

ES Systems is a trade name of E.S. Systems BV, with registered office at Waterleidingstraat 1 bus 2, 3550 Heusden-Zolder (Belgium), company number BE 0697.973.594, RLE Antwerp, Hasselt division (hereinafter "ES Systems"). In these terms, "consumer" means a natural person acting for purposes outside their trade, business or profession. Mandatory consumer protection rules always continue to apply.

These terms form an integral part of all agreements between ES Systems and its customers. They also apply to occasional deliveries and services. Deviations are only valid in writing. They apply to the exclusion of any general terms on the customer's documents, even if those documents are more recent. By entering into an agreement with ES Systems, the customer declares that they have read and accept these terms. Agreements are performed in good faith. No provision of these terms may be regarded as a mere boilerplate clause. No concession or deviation from these terms can be invoked by the customer or regarded as an acquired right. If one or more provisions are unenforceable or void, the other provisions remain unaffected, and the provision concerned is replaced by a valid provision that, within legal limits, achieves the same or the most similar effect. Article headings are for guidance only.

Article 2 – Quotes

Our estimates and quotes are without obligation. They are valid for 30 days. All prices are in EUR. Orders placed by the customer are irrevocable, without prejudice to the consumer's right of withdrawal (Art. 21). Orders only bind ES Systems once accepted by written confirmation or by performance of the agreement. The customer must check the confirmation and inform ES Systems immediately of any discrepancy. If a discrepancy is not reported within 3 days of the date of the order confirmation, the order confirmation is presumed to match the customer's order, unless proven otherwise.

Estimates and quotes are based on current wages, taxes and material prices. If these change, ES Systems may adjust prices proportionally until invoicing for customers who are not consumers. For a consumer, the price in the order confirmation is fixed; only a change in the VAT rate or other statutory levies is passed on. Orders are accepted on the suspensive condition that the goods ordered are still in stock.

Article 3 – Work order

By signing a work order, the customer acknowledges that the work listed in it has been carried out by ES Systems in a workmanlike manner and that the work is deemed accepted. This does not affect the customer's rights in respect of hidden defects or the consumer's statutory guarantee.

Article 4 – Payment of the price

Goods and services supplied are payable in cash. ES Systems may invoice goods and services as they are delivered, even in the case of partial deliveries. ES Systems reserves the right to require a security deposit from the customer at any time during performance of the agreement.

Article 5 – Additional work and subcontracting

Additional work, meaning work not included in the quote, is carried out at the applicable hourly rate unless agreed otherwise in writing. The applicable hourly rate is stated in the quote or provided on simple request before the additional work is carried out.

Additional work is an obligation of means for ES Systems unless agreed otherwise in writing. ES Systems may subcontract the supply of services and goods to a third party. The customer may not transfer or subcontract any obligations, rights or licences.

Article 6 – Performance and delivery times

Agreed performance and delivery times are always indicative. If ES Systems is unable to meet a deadline due to force majeure or a cause beyond its control, it may reasonably extend that deadline by written notice. Delays or late delivery do not give rise to compensation or termination of the agreement, except in the case of intent or gross negligence by ES Systems or its staff. In the event of delay, a consumer may give ES Systems a reasonable additional period in writing; if ES Systems still does not deliver, the consumer may terminate the agreement free of charge and will be refunded any amounts already paid.

Delivery takes place at ES Systems' premises unless agreed otherwise in writing. If the customer does not collect the goods on the date notified, ES Systems may, after fifteen days, consider the agreement terminated without prior notice of default. Towards a consumer, this only happens after a written notice of default that remains without effect.

Article 7 – Disputing an invoice

Any dispute concerning an invoice must be made in writing (email included) with reasons within seven days of the invoice date. Failing this, the invoice is deemed definitively accepted. This presumption of acceptance does not apply to consumers.

Article 8 – Non-payment or late payment

Payments received are first allocated to interest and compensation due, then to the principal of the oldest invoice due.

8.1 Customers who are not consumers. Any unpaid invoice bears interest of 1% per month by operation of law and without notice from the due date until full payment, with part of a month counting as a full month. Any discounts granted lapse in the event of late payment. In the event of non-payment or failure to meet any obligation, a fixed compensation of 15% of the invoice amount is also due by operation of law and without prior notice of default, with a minimum of EUR 150.00 and a maximum of EUR 7,500.00. Late payment of one invoice makes all other invoices, including those not yet due, immediately payable. ES Systems is also entitled to reimbursement of all other costs, such as collection costs, court costs and lawyers' fees for out-of-court and judicial recovery, as well as costs of unpaid bills of exchange. These costs are not included in the fixed compensation.

8.2 Consumers. If payment is not made by the due date, ES Systems first sends a free reminder. Only if the consumer does not pay within 14 calendar days, counted from the day after sending if the reminder is sent by email, or from the third working day after sending if it is sent by post, are late-payment interest at the statutory rate and a fixed compensation due, as follows:

EUR 20 if the outstanding amount is EUR 150 or less;
EUR 30 plus 10% of the amount between EUR 150.01 and EUR 500;
EUR 65 plus 5% of the amount above EUR 500, up to a maximum of EUR 2,000.

No other costs are charged, except court costs awarded by a judge. If ES Systems fails to meet its own obligations, the consumer is entitled to equivalent compensation.

Article 9 – Retention of title and transfer of risk

Goods supplied remain the property of ES Systems until paid in full, including any interest and costs. As long as ES Systems is the owner, the customer remains responsible for keeping the goods in good condition and undertakes to insure them against all risks. The customer may not alter, pledge, sell or otherwise encumber the goods. If the customer nevertheless encumbers them before ownership has passed, the proceeds belong exclusively to ES Systems and the customer must keep them separate from their general funds. If goods are returned to ES Systems under this retention of title, ES Systems may set off advance or partial payments received against its outstanding claims of any kind, including compensation for breach of the agreement.

Notwithstanding the retention of title, risk passes to the customer on delivery or collection of the goods. If the goods are transported at the customer's request by a carrier of the customer's choice, risk passes on handover to that carrier. If the customer fails to collect the goods on the agreed date, further storage is at the customer's risk and expense. For a consumer, risk only passes when the consumer, or a third party designated by them, takes physical possession of the goods.

Article 10 – Contractual set-off

Set-off takes place automatically and by operation of law, without prior notice of default or court decision and notwithstanding any assignment of the rights concerned, in the event of the opening of insolvency proceedings (such as bankruptcy, judicial reorganisation or liquidation), attachment or any other situation of competing creditors. It also applies to all amounts (such as termination or other compensation) that become due or payable after or because of such situation. In all such cases, all payment facilities granted also lapse by operation of law. Under the Belgian Financial Collateral Act, this set-off is enforceable against all third parties, including the customer's other creditors.

Article 11 – Indemnification

ES Systems' indemnification obligation is in any event limited to the value of the goods or services concerned. The customer undertakes to provide ES Systems with all information about the alleged damage so that ES Systems can bring a timely claim against any responsible parties. If the customer fails to do so, ES Systems is released from all liability in this respect. The limitations in this article only apply to customers who are not consumers, and not in the cases mentioned in the last paragraph of Article 12.

Article 12 – Liability of ES Systems

Towards customers who are not consumers, the liability of ES Systems is always limited to refunding the value of the defective goods or services, and ES Systems cannot be held liable for any other direct or indirect damage.

These limitations do not apply in the case of intent or gross negligence by ES Systems or its staff, in the case of death or personal injury, or where mandatory law provides for wider liability.

Towards a consumer, ES Systems is liable in accordance with the statutory rules, including the statutory guarantee (Article 19).

Article 13 – Complaints about visible defects and services

Complaints about visible defects in goods supplied must reach ES Systems in writing (email included) within seven days of delivery and in any event before the goods are used, processed or resold. Complaints about services supplied are only valid if the customer notifies ES Systems in writing with reasons within eight days of delivery. A complaint does not release the customer from their obligations towards ES Systems. Deviations in dimensions, colours and presentation of the goods are always regarded as visible defects; this list is not exhaustive. The customer checks the conformity of the delivery and any visible defects on receipt.

A consumer reports a lack of conformity within two months of discovering it, in writing or by email. The consumer's statutory rights (Article 19) remain unaffected.

Article 14 – Hidden defects

A customer who is not a consumer must report hidden defects in writing within two months of discovering them or of when they reasonably should have been discovered. After that period, any claim lapses. Minor deviations that are acceptable in the industry or technically unavoidable, including in colour, size, quantity or finish, do not count as defects. For consumers, the statutory guarantee described in Article 19 applies.

Article 15 – Default

If the customer fails to perform this or any other agreement with ES Systems in whole or in part (including late payment), ES Systems may, by operation of law and without notice, suspend performance of its obligations or consider the agreement terminated, without this giving rise to compensation or other obligations on the part of ES Systems and without prejudice to the compensation owed by the customer. If ES Systems fails to perform an agreement with a consumer, the consumer may terminate the agreement after giving ES Systems a reasonable additional period in writing that has expired without result, or immediately in the cases permitted by law.

Article 16 – Cancellation clause

If the agreement is cancelled or terminated by or at the expense of the customer, the customer owes ES Systems fixed compensation for loss of profit of 35% of the agreed price. ES Systems does not have to prove the existence or extent of the damage. If ES Systems cancels or terminates the agreement without valid reason, it owes the customer the same fixed compensation.

Article 17 – Termination of the agreement

ES Systems may consider the agreement terminated by operation of law and without prior notice of default in the event of competing creditors, bankruptcy, collective debt settlement, manifest insolvency, or material and persistent breaches of these terms not remedied within 7 days of a registered notice. In the event of termination, the customer pays for what has already been delivered and performed and owes the compensation under Article 16, calculated on the part of the price not yet performed.

Article 18 – Impossibility of performance

If ES Systems is unable to perform the agreement due to force majeure, strike, lock-out or a similar cause, it may terminate the agreement without owing any compensation. Amounts already paid for goods or services not delivered are refunded in that case.

Article 19 – Guarantee

If the manufacturer of the goods supplied grants a warranty, it can only be invoked against the manufacturer under the manufacturer's terms. For customers who are not consumers, the guarantee of ES Systems on goods and services supplied never goes beyond the guarantee ES Systems itself received from its suppliers or subcontractors. The customer bears the burden of proof. ES Systems decides whether to carry out repairs under guarantee. Additional costs, such as travel and labour, remain payable.

For consumers, the statutory guarantee of two years from delivery applies to any lack of conformity (Article 1649bis et seq. of the Belgian Civil Code). The consumer reports the defect within two months of discovering it, in writing or by email. The consumer is entitled to free repair or replacement and, if that is impossible or disproportionate or is not done within a reasonable time, to a price reduction or termination. Any worsening of the defect caused by continued use after the consumer discovered it is at the consumer's expense.

Any commercial guarantee (manufacturer's guarantee) granted by ES Systems applies in addition to the statutory guarantee and does not reduce it. Its duration and conditions are stated in the quote or order confirmation.

Article 20 – Applicable law and jurisdiction

All agreements with ES Systems are governed by Belgian law. In disputes with businesses, the Enterprise Court of Antwerp, Hasselt division, or the justice of the peace of the canton of ES Systems' registered office has exclusive jurisdiction. Towards consumers, the statutory rules on jurisdiction apply; among other things, a consumer can always go to the court of their place of residence.

Article 21 – Consumer right of withdrawal

A consumer who concludes an agreement at a distance (for example by email, phone or via the website) or away from ES Systems' business premises (for example at home) may withdraw from it without giving any reason within 14 days: for goods, from the day on which the consumer or a third party designated by them receives the (last) goods; for services, from the day the agreement is concluded. The consumer notifies ES Systems in writing or by email and returns the goods no later than 14 days after that notification; the direct cost of return is borne by the consumer. The consumer is only liable for any diminished value of the goods resulting from handling beyond what is necessary to establish their nature, characteristics and functioning. ES Systems refunds all payments received within 14 days of receiving the withdrawal, but may withhold the refund until it has received the goods back or the consumer has supplied evidence of having sent them back. If the consumer expressly requests that a service begins during the withdrawal period, they pay an amount proportionate to what has been performed when they withdraw.

The right of withdrawal does not apply to goods made to the consumer's specifications or clearly personalised (custom-made), or to services fully performed with the consumer's express consent.

Article 22 – Language and privacy

These terms exist in several languages. In the event of any difference between versions, the Dutch version prevails. How ES Systems processes personal data is set out in the privacy policy.

General terms of delivery and sale