General Terms & Conditions
GENERAL TERMS & CONDITIONS
STEVE ROBERT VEREECKE – WHITE PANTHER EZ & BV
1. DEFINITIONS AND APPLICABILITY OF THE GENERAL TERMS AND CONDITIONS​
This page contains the general terms and conditions (hereinafter the “General Terms and Conditions”) of White Panther BV, having its registered office at Driesstraat 19, 9890 Gavere, and company number 0799.648.796 (hereinafter “White Panther”). These General Terms and Conditions govern the legal relationship between White Panther and the natural or legal person who pursues an economic objective on a sustainable basis, as well as its associations, to whom White Panther provides its services (hereinafter the “Client”).
These General Terms and Conditions apply to all proposals, quotations and/or invoices issued by White Panther, as well as to all agreements concluded between White Panther and its Client.
Deviations from these General Terms and Conditions are only binding on White Panther if they have been expressly, priorly and in writing accepted by White Panther. In the event of a conflict between these General Terms and Conditions and any separate written agreement, the provisions of the separate written agreement shall prevail.
If a Client places an order, this means that he/she fully and unconditionally agrees to these General Terms and Conditions, which implies that the Client fully waives the application of its own general terms and conditions.
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2. ORDERS, ORDER CONFIRMATIONS AND CONCLUSION OF THE AGREEMENT​
2.1. All proposals and/or quotations of White Panther are non-binding and do not bind it as such. They may not be considered as an offer, but merely constitute an invitation to place an order by the Client.
2.2. The agreement or any other obligation is only concluded if and insofar as White Panther accepts an order from the Client in writing. In the case of immediate performance by White Panther, this written acceptance may be replaced by an invoice issued by White Panther.
3. PRICE AND PAYMENT TERMS
3.1. Unless the parties have agreed otherwise in writing, White Panther shall charge all intake interviews, activities, consultations and travel on a time-and-materials basis at the hourly rate stated in White Panther’s quotation.
3.2. Unless otherwise agreed in writing, the Client must pay an advance upon conclusion of the agreement. The amount of the advance shall be determined by White Panther after the intake interview. White Panther shall only commence the activities after receipt of the advance.
3.3. All taxes, duties and/or levies of whatever nature relating to the services provided, including new taxes, duties and levies introduced after the conclusion of the agreement, shall be borne entirely by the Client.
3.4. If White Panther performs additional work that falls outside the agreement but is reasonably necessary, White Panther shall inform the Client thereof before commencing the additional work. The additional work shall be invoiced additionally in accordance with the usual rates applicable at the time of the notification by White Panther. This notification shall also include a statement of those rates.
3.5. Project-related costs that are reasonably necessary for the performance of the agreement, including White Panther’s travel and accommodation expenses, shall be borne by the Client.
3.6. Unless otherwise agreed in writing, White Panther’s invoices are payable no later than fourteen (14) days after receipt of the invoice. In the absence of written protest to White Panther within seven (7) days after receipt of the invoice, the Client shall be deemed to have accepted the invoice.
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3.7. In the event of non-payment of an invoice on the due date:
(i) all other outstanding claims of White Panther against the Client shall become immediately due and payable by operation of law and without prior notice of default;
(ii) White Panther shall be entitled, without prior notice of default, to suspend its obligations towards the Client in whole or in part;
(iii) White Panther shall be entitled, without prior notice of default, to refuse all future orders; and
(iv) the invoice amount shall be increased by operation of law and without any notice of default being required by
(a) a fixed compensation of 10%, with a minimum of EUR 50, to cover extrajudicial collection costs, without prejudice to White Panther’s right to claim higher damages subject to proof of higher actual loss, and
(b) a late-payment interest as provided for in the Act of 2 August 2002 on combating late payment in commercial transactions.
4. DELIVERY
4.1. White Panther shall perform the works in accordance with the rules of the art, the relevant and applicable laws and regulations, and industry practices. This is always an obligation of means on the part of White Panther.
4.2. Delivery times in the context of the performance of the agreement are provided purely for indicative purposes. Any delay in delivery (whether due to the Client, a third party or White Panther itself) shall not give rise to any compensation or termination of the agreement.
4.3. If no delivery period has been agreed, White Panther shall determine the delivery period in accordance with reasonableness and fairness.
5. LIABILITY
5.1. White Panther shall only be liable for fraud, wilful misconduct or gross negligence exclusively attributable to it.
5.2. White Panther shall not be liable for or obliged to compensate immaterial, indirect or consequential damages, including (but not limited to) loss of profit, loss of turnover, loss of income, production limitations, loss of clientele or claims by third parties.
5.3. White Panther cannot be held liable for any damage resulting from:
(i) Errors of third parties providing services within the framework of the project, such as constructors and manufacturers. Third parties are responsible for their own work and are deemed to comply with the standards and regulations of their respective professional groups and to act in accordance with the rules of the art.
(ii) Incorrect or inaccurate dimensions on drawings and plans relating to the project. The Client, constructors and manufacturers are deemed to independently verify the dimensions before commencing production and execution works.
(iii) Violation of rules regarding safety and accessibility of publicly accessible buildings. The Client is deemed to contact the relevant organisations at its own expense to assess and confirm compliance with these rules.
5.4. The contractual and non-contractual liability of White Panther shall at all times be limited to the invoiced amount.
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6. FORCE MAJEURE
6.1. White Panther shall be released by operation of law and shall not be required to fulfil any obligation towards its Client in the event of force majeure.
6.2. Force majeure means any unforeseeable event beyond the reasonable control of the parties, or any foreseeable event whose consequences cannot reasonably be avoided, which wholly or partially prevents, delays or substantially burdens the performance of the agreement. This includes, but is not limited to: fire, flooding, war, embargo, strike, riot, actions of governmental authorities, administrative measures, hacking, contractual failures of third parties, errors or delays attributable to third parties, sudden illness, and network/internet/telecom failures.
7. POSTPONEMENT AND CANCELLATION
7.1. The Client may cancel or postpone the order to a later date by sending an email to info@whitepanther.be. The date of receipt shall be considered the postponement or cancellation date.
7.2. Unless otherwise agreed in writing, in the event of postponement the Client shall be obliged to pay for the works already performed within fourteen (14) days after the postponement date. The parties shall mutually agree on the new project date.
7.3. Unless otherwise agreed in writing, in the event of cancellation the Client shall be obliged to fully pay, within fourteen (14) days after the cancellation date, the costs and expenses already incurred, the works already performed, and the materials and supplies already ordered by White Panther, increased by a fixed compensation of 10% of the outstanding quotation amount for lost profit, without prejudice to White Panther’s right to claim higher compensation if the actual lost profit is greater.​
The project shall be deemed cancelled if the Client has not responded in writing for one (1) month to White Panther’s question as to whether the project is on hold or cancelled. The day following the expiry of this period shall then be considered the cancellation date.
7.4. In the event of cancellation of the order by the Client, the advance already paid shall in any case remain definitively acquired by White Panther.
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8. TERMINATION OF THE AGREEMENT
8.1. White Panther shall be entitled to terminate the agreement with the Client at any time, with immediate effect, without judicial authorisation, without prior notice of default and without payment of any compensation, in the following cases:
(i) if the Client, despite written notice of default granting a period of at least ten (10) days, remains in default of payment of an invoice;
(ii) in the event of cessation of payments or (the filing for) bankruptcy by the Client;
(iii) in the event of liquidation or cessation of the Client’s activities; or
(iv) if seizure is levied on (part of) the Client’s assets.
In the event of termination, White Panther reserves the right to claim compensation for the damage suffered as a result of the termination, and all claims of White Panther against the Client shall become immediately due and payable.
8.2. The Client shall only have the right to terminate the agreement with White Panther in the event of serious contractual breach on the part of White Panther, provided that the Client notifies White Panther of the termination no later than fourteen (14) days after discovering the serious breach.
9. INTELLECTUAL PROPERTY
9.1. The intellectual property rights, including but not limited to copyright and design rights (hereinafter the “Intellectual Property Rights”) arising from the works created in the context of the performance of the agreement between White Panther and the Client (including but not limited to designs, sketches, photographs, drawings, plans, models, maquettes, brainstorming sessions, storylines, images and all related creations, hereinafter the “Works”) shall belong exclusively to White Panther. They are not transferred, in whole or in part, to the Client, its appointees, employees and/or third parties, unless expressly agreed otherwise in writing between the Client and White Panther.
9.2. White Panther may reproduce the Works on all possible media (e.g. brochures, posters, website, social media) and communicate them to the public through all possible means of communication (e.g. television and internet) for marketing purposes.
9.3. The Client acquires a non-exclusive licence to the Intellectual Property Rights resting on the Works. The Client acquires solely the right to use the Works for all components included in the supplied plans and concepts. This licence is subject to the following modalities and conditions:
(i) Remuneration – The agreement between White Panther and the Client determines the remuneration for this non-exclusive licence.
(ii) Scope – The licence is valid worldwide.
(iii) Duration – The licence is not limited in time, unless otherwise agreed.
9.4. If the Client wishes to use the Works beyond the components included in the supplied plans and concepts, it must obtain White Panther’s prior written consent, after which the parties shall agree on an additional remuneration.
9.5. If the Client (or a party affiliated with the Client) wishes to publish about the Works, the Client must obtain White Panther’s prior written consent. In any event, such publication must prominently include the mention “designed by Steve Vereecke – WHITE PANTHER”.
9.6. The Client may not modify or have the original Work modified, unless with prior written consent of White Panther and on the basis of conceptual or technical drawings submitted to White Panther. White Panther reserves the right at all times to oppose the proposed modifications, in particular if, as designer, it considers them inconsistent with the integrity of the original Work or if they could harm its honour or reputation.
9.7. The Client is only entitled to grant sub-licences to third parties with the prior written consent of White Panther. White Panther shall not unreasonably refuse such consent if the sub-licence is essential to achieve the purpose for which the agreement between White Panther and the Client was concluded.
9.8. In its own selection of professional companies, constructors and manufacturers, the Client is deemed to guarantee sufficiently high quality standards. Prior to production and the related works, the Client must submit the involved parties to White Panther for approval. Any additional work required to guide or correct these parties shall be borne by the Client at the hourly rates stated in the quotation.
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10. CONFIDENTIALITY
10.1. For the purposes of this Article 10, “Confidential Information” means all information in any form whatsoever (e.g. oral, written, graphic, electronic) exchanged between the parties in the context of the agreement between White Panther and the Client, including but not limited to the agreed price.
10.2. The parties undertake to keep all Confidential Information received from the other Party during the performance of the agreement confidential. The parties may not disclose Confidential Information to third parties without the other Party’s written consent.
10.3. The confidentiality obligation shall remain in force for a period of two (2) years after termination of the agreement, regardless of the cause of termination.
10.4. The following shall not be considered Confidential Information:
(i) information lawfully obtained from a third party not bound by any duty of confidentiality;
(ii) information that has entered the public domain without the intervention or fault of the receiving Party; and
(iii) information that must be disclosed pursuant to a judicial or administrative decision.
11. PROTECTION OF PERSONAL DATA
11.1. In the context of the performance of the agreement, White Panther may collect and process personal data of the Client or its employees or appointees. White Panther shall process personal data communicated by the Client in accordance with applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 and national implementing legislation.
12. MISCELLANEOUS
12.1. Non-transferability. The Client may not assign, in whole or in part, the rights and obligations arising from the agreement and/or these General Terms and Conditions without White Panther’s prior written consent.
12.2. No waiver. Any failure or delay by White Panther to exercise its rights under the agreement or these General Terms and Conditions shall not be considered a waiver (whether express or implied, in whole or in part), nor shall it prevent the further exercise of such rights. Any waiver by White Panther must be express and in writing.
12.3. Severability. The provisions of the agreement and/or these General Terms and Conditions shall always be interpreted in such a way that their validity or enforceability is not affected. If one or more provisions are null, unenforceable or not binding, this shall not affect the validity, enforceability or binding nature of the remaining provisions. In the event of nullity of a clause, the parties shall negotiate a valid replacement clause that most closely reflects the intent of the nullified clause.
12.4. Applicable law. All proposals, quotations, invoices and agreements to which these General Terms and Conditions apply shall be governed exclusively by Belgian law.
12.5. Competent court. All disputes arising therefrom shall fall exclusively within the jurisdiction of the courts of the judicial district of East Flanders, Ghent division.
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