Terms & Conditions

Article 1. DEFINITIONS AND SCOPE

1.1 DEFINITIONS

Pantaloni: PANTALONI BV, with registered office at Bautersemstraat 94, 2550 Kontich, registered with the Crossroads Bank for Enterprises under number 1005.844.270, with telephone number +32 3 808 08 91 and email address: hello@pantalonidesign.be.

Consumer: any natural person acting for purposes outside their trade, business, craft or professional activity.

Services: all services provided by Pantaloni, including but not limited to interior design and build, the sale of goods, design, advice, mood boards, 3D visualisations, material selection, purchasing assistance, coordination of third parties, site supervision, installation works and project management.

Quotation: any offer issued by Pantaloni.

Agreement: any agreement concluded between the Parties.

Parties: Pantaloni and the Client.

Client: any natural person or legal entity entering into an Agreement with Pantaloni.

1.2 SCOPE

These general terms and conditions apply to all quotes, agreements, and legal relationships between Pantaloni and the Client.

Deviations are only valid if agreed in writing between the Parties.

The Client’s general terms and conditions are expressly excluded.

In case of contradiction between these general terms and conditions and a quote or specific Agreement, the specific provisions of the quote or Agreement shall prevail; the remaining provisions of these general terms and conditions remain fully applicable.

Article 2. VALIDITY PERIOD OF QUOTES

  1. Quotes are non-binding and valid for 30 calendar days from the date of the Quote, unless stated otherwise.
  2. Pantaloni reserves the right to correct obvious errors or mistakes in quotes, even after acceptance, in which case the parties will consult on the consequences thereof.
  3. Obvious material errors are not binding on Pantaloni.

Article 3. FORMATION OF THE AGREEMENT

  1. The agreement is formed by:
    • signing of the Quote;
    • signing of a separate Agreement;
    • written confirmation of; or
    • commencement of execution.
  2. Amendments are only binding if agreed in writing between the Parties.
  3. Amendments may give rise to changes in price and deadlines.
  4. The agreement comprises solely the services and deliveries expressly included in the quote or Agreement.

Article 4. OBLIGATIONS OF THE CLIENT

  1. The Client shall provide all necessary data and documents in a timely manner.
  2. The Client shall provide access to the site and the necessary facilities. Pantaloni may rely on the information and documents provided by the Client. Pantaloni is not required to carry out destructive investigation or technical inspection of existing structures.
  3. In case of non-compliance, Pantaloni may immediately suspend performance.
  4. The Client is responsible for:
    • inspections, permits and technical documents;
    • proper compliance with intellectual property rights;
    • reviewing designs and plans prepared by Pantaloni or its subcontractors;;
    • the use of advice and designs.
  5. Designs and plans are deemed approved if no response is received within seven (7) calendar days.
  6. The Client acknowledges that choices regarding style, materials, colors, finishes and furnishing are personal choices, and that minor deviations are inherent to natural materials, incidence of light, production processes, and craftsmanship.

Article 5. PERFORMANCE OF THE AGREEMENT

  1. Pantaloni autonomously determines the manner of performance.
  2. Pantaloni’s obligations are best-effort obligations (obligations of means).
  3. Pantaloni has the right to engage third parties, including but not limited to subcontractors.
  4. Additional works are invoiced separately, constitute a supplement to the Agreement, and must be paid in full in advance before being ordered or carried out, respectively.
  5. Pantaloni may work in phases and invoice per phase.

Article 6. DEADLINES

  1. All communicated deadlines are purely indicative and not absolute.
  2. Delay does not give rise to a right to compensation or termination, except as provided by mandatory law.
  3. Nor is Pantaloni liable for delays caused by third parties, including its subcontractors.

Article 7. PRICES

  1. All prices are in euros and exclusive of VAT, unless stated otherwise.
  2. Additional costs (transport, assembly, parking, parking restrictions, etc.) are not included.
  3. Additional works are invoiced separately.

Article 8. PAYMENT TERMS

8.1 GENERAL

All invoices from Pantaloni are payable no later than ten (10) calendar days after the invoice date, unless otherwise agreed in writing.

Each invoice is deemed accepted in the absence of a written and reasoned objection within ten (10) calendar days of receipt.

The Client may not invoke set-off (compensation), except in the case of Consumers and insofar as required by mandatory law.

In the event of non-payment of a single invoice on its due date, all other outstanding invoices, even those not yet due, become immediately payable by operation of law and without prior notice of default.

Pantaloni reserves the right to suspend performance without prior notice of default for as long as outstanding overdue invoices have not been paid in full, without owing any compensation to the Client.

8.2 PAYMENT TERMS

Unless otherwise agreed, the following payment terms apply:

  • For contracting works:
    • 55% upon signing of the Agreement
    • 40% upon commencement of works
    • 5% upon final completion
  • For non-custom-made goods:
    • 1/3 upon order
    • balance upon delivery
  • For custom-made goods:
    • 100% upon order

Pantaloni reserves the right to request additional advance payments depending on the nature and scope of the assignment.

8.3 LATE PAYMENT B2B

In case of non-payment on the due date, the Client shall automatically and without notice of default owe default interest in accordance with the statutory interest rate under the Belgian Act on Late Payments in Commercial Transactions, calculated from the due date until the date of full payment.

In addition, a fixed compensation of 12.5% of the invoice amount is owed, with a minimum of EUR 250, without prejudice to Pantaloni’s right to prove higher actual damages.

All collection costs, including extrajudicial costs, are borne by the Client.

8.4 LATE PAYMENT B2C

In case of non-payment within the stipulated payment term, the Client will first be given a free notice of default.

If the amount due is not paid within a period of fourteen (14) calendar days, calculated from the third business day after dispatch of the first free notice of default when sent by post, or from the day after dispatch when this notice of default is sent electronically, default interest becomes payable by operation of law and without further notice of default in accordance with the provisions of Book XIX of the Belgian Code of Economic Law for consumers.

Interest is calculated on the outstanding balance from the expiry of the aforementioned period.

In addition, upon expiry of the above-mentioned period, a fixed compensation becomes due by operation of law and without further notice of default, calculated as follows:

  • EUR 20 if the outstanding balance is EUR 150 or less;
  • EUR 30 plus 10% of the amount due on the portion between EUR 150.01 and EUR 500 if the outstanding balance is between EUR 150.01 and EUR 500; and
  • EUR 65 plus 5% of the amount due on the portion above EUR 500, with a maximum of EUR 2,000, if the outstanding balance exceeds EUR 500.

Article 9. ADDITIONAL WORKS AND CHANGES

9.1 Additional works on Pantaloni’s initiative

Pantaloni is entitled, where it deems this necessary for the proper and quality performance of the Agreement, to carry out additional works or services not expressly provided for in the original Agreement.

Pantaloni will notify the Client in writing of the additional works to be carried out. These additional works are deemed accepted if the Client is aware of them and does not refuse their execution in writing within eight (8) calendar days of Pantaloni’s written notification.

9.2 Additional works at the Client’s request

All additional works, changes, or orders compared to the Agreement and made at the Client’s request, regardless of their scope, are considered Additional Works.

These only come into being after an express order or tacit acceptance by the Client. Tacit acceptance occurs when:

  • the additional works are actually carried out by Pantaloni;
  • the Client does not lodge a written objection within a reasonable time;
  • the Client uses the result without making any comments.

Additional works always give rise to an adjustment of the price and/or the execution period.

9.3 Consequences of additional works

Any change to the original assignment may impact:

  • the price;
  • the execution period;
  • the availability of materials or third parties; and
  • the phasing of the project.

Pantaloni cannot be held liable for delays or additional costs resulting therefrom.

Article 10. PRICE REVISION

  1. Pantaloni reserves the right to adjust the agreed prices where objective economic circumstances so require, including but not limited to:
    • an increase in raw material prices;
    • an increase in transport or energy costs;
    • changes in wages or social security contributions;
    • price increases by suppliers or subcontractors;
    • new or amended government levies.
  2. A price revision is limited to a maximum of 10% of the originally agreed price, unless the Client expressly agrees otherwise; however, this does not apply if the price increase results from changes imposed by government authorities or mandatory regulations.
  3. If the Client is a consumer and the price increase is significant, they have the right to terminate the Agreement free of charge prior to the implementation of the increase.

Article 11. RIGHT OF WITHDRAWAL

11.1 B2C

The Consumer has a right of withdrawal of fourteen (14) calendar days in accordance with Article VI.47 of the Belgian Code of Economic Law. The period begins on the day the Agreement is concluded.

The right of withdrawal does not apply in the following cases:

  • services that have been fully performed with the Consumer’s prior express consent;
  • goods or services manufactured according to the Consumer’s specifications (custom-made);
  • digital content or plans that have already been delivered or made accessible;
  • goods that, for hygienic or practical reasons, cannot be returned if the seal has been broken.
  • In the event of valid withdrawal, Pantaloni will refund the amounts already received within fourteen (14) calendar days of notification, less any services already provided if performance had already begun with the consumer’s consent.

11.2 B2B

For professional Clients, any right of withdrawal is excluded.

Article 12. LIABILITY

12.1 General principle

Pantaloni is only liable for damage caused by a proven attributable failure, limited however to direct damage.

12.2 Exclusions

Pantaloni is not liable for:

  • indirect damage (such as loss of profit, loss of turnover, reputational damage);
  • errors or negligence of third parties, suppliers, or subcontractors;
  • damage due to incorrect or incomplete information provided by the Client;
  • aesthetic or subjective deviations;
  • natural wear and tear or aging of materials; and
  • delays.

12.3 Limitation of liability

If liability is established, it is limited to:

  • the amount actually paid out by Pantaloni’s insurer; or
  • failing that, at most the invoice amount of the assignment concerned.

12.4 Notification obligation

Any alleged damage or alleged error must be reported by the Client to Pantaloni immediately and at the latest within a reasonable period after discovery, in writing.

Any claim for compensation lapses in case of late notification.

Article 13. INTELLECTUAL PROPERTY

  1. Pantaloni retains all intellectual property rights to all works, designs, concepts, and creations used, developed, or made available by it in the context of the Agreement.
  2. The Client is prohibited from copying, distributing, modifying and/or using these works, in whole or in part, for purposes other than internal advice, without Pantaloni’s prior written consent. Using designs for execution by third parties without Pantaloni’s involvement is prohibited unless otherwise agreed in writing.
  3. The Agreement does not entail any transfer of intellectual property rights.
  4. Pantaloni may reuse its creations for other projects.
  5. When using such works, the Client will always provide proper credit to Pantaloni, unless otherwise agreed.
  6. Pantaloni may use photos and visual material of the project for its portfolio and marketing, without compensation, subject to privacy legislation.
  7. In case of infringement by the Client, a fixed compensation of EUR 1,000 per infringement is due, increased by EUR 500 per day the infringement continues, with a maximum of EUR 10,000, without prejudice to higher proven damages.

Article 14. TERMINATION AND SUSPENSION

  1. Pantaloni may suspend its obligations in case of non-performance or risk of non-performance by the Client.
  2. In case of serious failure or impossibility of performance on the part of the Client, Pantaloni will give the Client written notice of default with a remedy period of seven (7) calendar days.
  3. If the failure is not remedied within the seven (7) calendar day period, Pantaloni has the right to terminate the Agreement extrajudicially without the Client being entitled to any compensation.
  4. Termination takes place in writing and without prior judicial intervention.
  5. All outstanding amounts become immediately payable upon suspension or termination.
  6. Pantaloni is not liable for any damage resulting from suspension or termination, except as provided by mandatory law.

Article 15. TERMINATION AND CANCELLATION

  1. The Client acknowledges that, in accordance with Article 1794 of the former Belgian Civil Code, they may unilaterally terminate the Agreement at any time.
  2. In case of total or partial cancellation or termination by the Client, for whatever reason, the Client is obliged to fully compensate:
    • all services and hours already performed;
    • all costs already incurred (both internal and external costs);
    • all materials and services already ordered or reserved; and
    • the profit lost by Pantaloni on the unexecuted part of the Agreement.
  3. The Parties expressly agree that this compensation, in accordance with Article 1794 of the former Belgian Civil Code, is at least equal to the costs and profit that Pantaloni would have realized had the Agreement been performed in full.
  4. To the extent that the compensation based on the foregoing provisions is difficult to determine exactly, the parties have already agreed in advance on the following fixed compensations as a reasonable estimate of the damage:
    • up to and including the design phase: 30% of the total estimated amount;
    • after commencement of execution: 50% of the total estimated amount, depending on the services already performed;
    • for projects in an advanced stage of completion: minimum 80% of the total estimated amount.
  5. These fixed amounts constitute contractual penalty clauses and do not affect Pantaloni’s right to prove higher actual damages if these are higher.
  6. Any amounts already paid will be offset against the compensation due. If a balance arises in Pantaloni’s favor, it remains fully payable.

Article 16. FORCE MAJEURE

  1. Force majeure is any unforeseeable and unavoidable circumstance beyond Pantaloni’s control that wholly or partially prevents or seriously hinders performance of the Agreement.
  2. Force majeure includes, among others (non-exhaustive): natural disasters, fire, war, pandemics, strikes, government measures, bankruptcy of suppliers, transport problems, IT failures, and delays or shortcomings on the part of suppliers and subcontractors.
  3. In case of force majeure, Pantaloni’s obligations are suspended for as long as the force majeure situation lasts.
  4. If the force majeure lasts longer than three (3) months, either Party has the right to terminate the Agreement without compensation.
  5. Services already performed remain payable.

Article 17. DATA PROTECTION

  1. In the context of the performance of the Agreement, the Parties may process each other’s personal data and/or that of the natural persons involved, such as identification and contact details. Each Party undertakes to process this data in accordance with the applicable GDPR legislation and national implementing rules.
  2. Each Party acts as data controller for the personal data it processes itself, unless otherwise agreed in writing.
  3. If Pantaloni processes personal data, this is done solely for:
    • the performance and follow-up of the Agreement;
    • project and business management;
    • communication with the Client;
    • administrative and accounting purposes;
    • project follow-up and organization.
  4. Data subjects have the rights provided for under the GDPR (access, correction, erasure, restriction, and objection). These rights can be exercised via hello@pantalonidesign.be.
  5. Pantaloni may use visual material of completed projects for portfolio and promotional purposes (such as website, social media, printed materials, and publications), without mentioning personal data, unless expressly agreed otherwise in writing in advance. This use is based on legitimate interest within the meaning of Article 6(1)(f) GDPR.

Article 18. INVALIDITY AND WAIVER OF RIGHTS

  1. The invalidity or unenforceability of one provision does not affect the validity of the remaining provisions.
  2. Pantaloni’s failure to exercise, or delay in exercising, a right does not constitute a waiver of that right.

Article 19. RETENTION OF TITLE

  1. All delivered goods remain the property of Pantaloni until full payment of all amounts due, including any costs and interest. The Client must keep the goods identifiably separate for as long as ownership has not been transferred.
  2. The risk of loss or damage passes to the Client upon delivery.
  3. As long as ownership has not been transferred, the Client may not sell, pledge, or encumber the goods.

Article 20. MISCELLANEOUS

20.1 Materials and samples

Deviations between samples, swatches, digital images, and the final product do not give rise to liability where these are inherent to the material or production process.

20.2 Existing condition of the home/building

Pantaloni is not liable for hidden defects in existing structures, installations, or infrastructure.

20.3 Architects/contractors/technical studies

The Client remains responsible for the appointment and performance of architects, engineers, and contractors, unless Pantaloni expressly acts as coordinator or principal.

20.4 No guarantee of result

Pantaloni does not commit to achieving a specific aesthetic result, as this also depends on subjective appreciation.

20.5 Right to refuse clients

Pantaloni reserves the right to refuse or discontinue assignments where cooperation becomes impossible due to changed circumstances or a lack of trust.

Artikel 21. APPLICABLE LAW AND JURISDICTION

  1. These terms and conditions are governed exclusively by Belgian law.
  2. In case of dispute, only the courts of the judicial district of Antwerp, Antwerp division, have jurisdiction.