Version 06/02/2023
1. FORCE AND ACCEPTANCE OF THESE TERMS
The terms & conditions outlined hereafter are valid for all transactions and interactions between Achilles Design BV and its clients, unless otherwise agreed in writing between both parties. These terms & conditions are tacitly considered to be accepted by the client, even if they broadly or partially conflict with the client’s general or special terms & conditions. Any diversions from our terms & conditions are only valid if Achilles Design has explicitly accepted them in writing. As a consequence, Achilles Design’s tacit agreement to our client’s general terms & conditions can in no circumstance be assumed, if not explicitly agreed to in writing. Upon order confirmation, the client automatically agrees to our terms & conditions. If not explicitly specified, all amounts mentioned are excluding Belgian VAT (21%).
2. QUOTATIONS
Changes and modifications to earlier agreed project specifications may have a significant impact on project costs and/or project delivery time, and may therefore result in an additional cost for the customer. Any additional costs that result from changes and modifications of project specifications and that lead to exceeding earlier project budget estimates will be communicated to the customer for approval.
Should changing factor costs or foreign exchange swings cause an increase in earlier estimated budgets, Achilles Design reserves the right at all times to adjust its project budget accordingly. Achilles Design will also communicate any consequential changes in project pricing to the client in due course. In this case the client has the right to terminate the remainder of the project within 3 working days after being notified by Achilles.
Quotations are valid for 30 calendar days after issue date. Project planning is calculated from signing for approval of the offer. The client is free after each stage to end the cooperation. Prices for goods or services provided to customers are without cost for packaging, taxes (21%) and transport (0.60 € / km).
Achilles Design works on the basis of an 8-hour workday assumption, but it is possible that we perform our work during more than eight hours per day. Fees will be based on actual hours performed.
3. SUBCONTRACTING & PROTOTYPE MANUFACTURING
In case a project requires a dedicated external expert or an external contract manufacturer, for example, in the context of producing prototypes, Achilles will charge a 12.5% mark-up fee to be compensated for costs relating to supplier search & selection, procurement, communication, supplier management, and quality control processes, as well as possible pre-financing costs. Achilles Design reserves the right to issue an invoice to its customer with a shorter payment term in order to get reimbursed for pre-financed amounts larger than EUR 2,000.00.
4. DELIVERY DEADLINES
Any communicated delivery dates are indicative and estimates only and therefore not binding. Delays in delivery can never give rise to any fine, damage claim or contract termination.
5. TRANSFER OF OWNERSHIP AND RISK
All designs and goods remain the property of Achilles Design BV until full payment of principal, fees, interest and if applicable, damage claims. The supply of production files will only be made after payment of all outstanding invoices.
6. COMPLAINTS
If any of the project deliverables is damaged, incomplete, faulty or shows any other visible defect or nonconformity, the Client is obliged to refuse the goods or services or accept only under well-defined conditions in writing. Any complaint regarding the goods or services must be communicated to the Service Provider by registered mail within 7 days of receipt with reference to the number of the quotation or invoice. After expiry of this period, the complaint automatically invalidates. Any complaint regarding the Service Provider’s invoices must be communicated by registered mail within 7 days after their receipt. Failing to do so are considered that deliverables have been accepted irrevocably. A complaint can in no case justify a suspension of payment.
7. PAYMENT TERMS
Invoiced amounts are payable within 14 calendar days after invoice date and upon delivery of the documents or performance and / or after finishing a stage. Projects may also be billed in monthly instalments according to the progress of the work. In case of late payment, an interest of 1% per month is charge and a compensation of 15% per invoice with a minimum of € 100. Failure to pay on the due date of an invoice, Achilles Design BV reserves the right to suspend all deliveries without notice.
8. JURISDICTION
In case of complaints or disputes, only the court of Antwerp (section Mechelen) jurisdiction under Belgian law in the Dutch language. All costs are borne by the customer. All documents issued by Achilles Design BV are confidential and intended for its customer only and may be forwarded and shared with third parties only after having received written consent of Achilles Design.
9. MARKETING
With respect to products or services that Achilles Design has developed on behalf of or in co-operation with its clients and which have been introduced to the market, Achilles Design has the right to these publish projects on its website and on its social media channels, and to make public its input in the creation of these products and services.
10. Non-Solicitation of colleagues or freelance subcontractors
During the term of the project and for a period of 24 months after the termination of the project for whatever reason, the Client agrees not to solicit, entice or cause – whether directly or indirectly – any current employees or freelance subcontractors of Achilles Design to leave Achilles Design in order to work for the Client or with another entity that competes against Achilles Design. In case of breach of this non-solicitation agreement, the Client agrees to pay €25,000 to Achilles Design.
