verkoopsvoorwaarden en .pdf
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Title: PROCES-VERBAL DE LA REUNION DU COLLEGE DES PRESIDENTS
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PREFAXIS GENERAL TERMS AND CONDITIONS OF SALE
Article 0 - Prior considerations
1.1 Unless agreed otherwise in writing, all our orders shall only take place based on the following terms and
conditions, which are also the terms and conditions of the customer.
1.2 The Dutch text will always take precedence should there be any dispute regarding the interpretation of
the different textual material. Any invalidity of a clause or a part thereof shall not impair the other
clauses/parts thereof. The headers and titles are only drawn up for convenience sake with regard to
reference and do not define or limit the general terms and conditions.
1.3 Except for contracts that may state differently, our specifications and quotations only apply for a period of
a month and the contract shall only be deemed definitive after we have expressly accepted it.
1.4 The delivery of prefab elements concerns a sales contract of movable property. The Parties accept the
application of civil law related to purchasing insofar as this is not deviated from in the details or general
terms and conditions. The nullity of a provision in the terms and conditions shall, nevertheless, not affect
the validity of the terms and conditions. When the public limited company Prefaxis also carries out the
installation of the elements, this work shall be deemed included in a contractor agreement regarding which
separate general terms and conditions shall apply. If the installation is in the hands of Prefaxis, deviation
from the initial plans is only possible provided that a written request is submitted by the customer and it
shall be at the responsibility of this customer. The installation coordination and supervision shall always
take place under the responsibility of the customer. The goods are deemed to have been bought in the
warehouses or working places of Prefaxis, which are also the modalities of the delivery.
The special terms and conditions may impose stricter terms and conditions.
Article 1 – Priority of the terms and conditions
Except for any written other stipulations, these general terms and conditions shall fully exclude the application
of all other general purchasing conditions that may occur on all other documents or printed matter issued by the
customer. Should there be a conflict between the current general terms and conditions and the special terms
and conditions, the later ones shall have priority.
The nullity of one of the provisions of these general terms and conditions shall, by no means, mean the nullity of
the other provisions.
Article 2 – Validity of the contract
All quotations of Prefaxis are free of obligation.
All obligations entered into by Prefaxis representatives, agents, brokers or other intermediaries shall only be
definitive and binding after written confirmation by Prefaxis.
Quotations that have been issued to our customers with regard to tenders shall only be binding if the customer
has transferred an order under reservation of granting the work before opening the price tenders.
Additional orders shall be part of a new contract.
Article 3 – Technical provisions
A tolerance on the technical instructions as shown on the placement plans shall be allowed by the customer.
Prefaxis shall deliver in accordance with the technical instructions in the special terms and conditions or, should
these not be available, in accordance with the applicable standards and/or PTV or Benor standards with regard
to the appearance, dimensions and internal properties.
The drawing up of a placement plan shall only be to ensure the implementation is simplified. It may never be
considered as a study of the reinforced concrete.
Any other specification that may occur on other documents such as catalogues, prospectuses, circular letters,
publicity announcements and sketches only have an approximation character and do not have a binding effect
except when expressly referred to in the special terms and conditions.
DATA PROVIDED BY THE CUSTOMER
The customer is reminded to specify all details expressly when placing the order in relation to special
requirements with regard to, for example, sound insulation, fire retardancy and thermal insulation. If the products
must meet higher or special standards, the customer must inform Prefaxis immediately and no later than when
the order is placed. Prefaxis shall, in this case, be entitled to adjust the contract in proportion to possible
necessary changes in order to make the production compliant with the later additional special product
requirements and/or to reject the contract if the new production requirements cannot be recovered appropriately.
An additional price or a payment guarantee may be demanded when the case arises.
The customer or the customer's authorised person (architect) must assess to which extent a study office must
be consulted. The costs and liabilities ensuing from this shall be the sole responsibility of the customer. The
customer shall be the only entity liable in full for all data that is passed on to Prefaxis.
All plans and technical documents that were proposed by Prefaxis shall be subjected to the approval of the
customer who shall be liable for the inspection thereof within a period of 10 working days --> integrate a 32 day
flow. Should this not take place, Prefaxis shall retain the right to extend the delivery period of the elements
without this incurring any form of compensation or delivery penalty.
The customer shall be solely liable for the approval of the plans and technical documents provide by third parties
(an architect or a study office).
The approval and remarks must be notified to Prefaxis in writing. If no written remarks were made after the
period of 10 days has expired, approval shall be deemed to have been granted and the production of the
elements shall commence.
Standard, product and manufacturing specifications that we receive later than 20 working days before the
confirmed production week are not enforceable with regard to Prefaxis and the customer must buy and pay for
the products that have been manufactured in accordance with the initial information.
Prefaxis shall be entitled to defer the execution of the contract insofar as the customer does not pay specific
claims, which the customer is liable on account of Prefaxis and that have expired.
The drawing up of the detail drawings, calculation statements and framework outlines are not included in this
quotation. They must be drawn up by the customer. We must have received this information together with the
final drawings no later than 20 working days before the earmarked production week. Changes shall not be
accepted thereafter. If Prefaxis is asked to take charge of the drawing work, this shall be charged based on an
The architect, moreover, is responsible for the design, dimensioning and appearance of the drawn elements
and the consulting engineer shall be the sole party responsible for the general stability of the work and all
elements that are a part of the work as well as for the principles of the connection. Prefaxis shall not be
responsible and cannot be held liable for the conceptual solution, technical properties or consequences thereof.
All implementation plans, samples, drawings and photos submitted to the customer shall continue to be the
property of Prefaxis. They must be returned at the first request and may not be copied or issued to third parties.
Prefaxis shall have the right to always refer to the implemented projects and to use them as promotional material.
Change-over costs that arise because of changes in planning and/or errors that have been caused by the
customer shall be passed on integrally to the customer.
Subsequent deliveries and/or additional orders shall always be charged based on full freights (24 metric tons).
Special terms and conditions of sale between our customer and his customer shall not be accepted by
Prefaxis and this shall certainly be the case when they involved imposed penalty clauses.
See the special Prefaxis terms and conditions.
FILLING OF THE ELEMENTS
The filling of holes of the hoisting facilities is not included in the price.
CHECKS AND TESTS
No checks or tests have been foreseen in the prices and they must always be paid for by the customer before
they can take place even if demanded by the contract documents. By no means can such tests be made the
liability of Prefaxis.
Only a sample that has been submitted to the customer for approval and that has thereafter been approved
shall be a basis for the contract. Every element may always have a slight difference when compared to the
approved sample since a sample is manufactured on a fairly limited area, with a small volume of concrete and
not in the same conditions or using the same production methods.
Article 4 – Financial provisions
The agreed prices can always be amended based on the rise of raw material prices, wages and materials or
price fluctuations that occur at Prefaxis' suppliers independently from the provisions referred to below.
4.1 APPLICABLE CURRENCY
Except when stated otherwise expressly, the sales price is expressed in euros (€).
4.2 TAXES AND FEES
All rights, taxes and fees of whatever nature and regardless of whether they are related to entering into and/or
executing this contract shall be borne by the customer even when they were unknown when the contract was
4.3 PRICE REVIEW
The prices are determined based on the indices on the day of the quotation.
They shall be amended in accordance with the formula below: p = P(0.4 s/S + 0.4 i/I + 0.2)
p = price of the invoice
P = price of this quotation
s = salary of a trained worker, social insurance charges category I included, as determined by the Nationaal
Paritair Comité van de Bouwnijverheid (National Joint Committee for the Construction Industry) on the
date of delivery at the construction site
S = the same salary on the date of this quotation
i = index of the materials, Index Openbare Werken (Public Works Index), on the date of
I = the same index on the date of this quotation.
Circumstances that could possibly have been foreseen when the contract was entered into and that do not make
the implementation of the Prefaxis obligation impossible but that does make it unreasonably difficult, shall allow
Prefaxis to either amend the contract based on these changed circumstances or to dissolve the contract without
compensation being due and payable. If the contract is amended, the customer shall be entitled to dissolve the
Drops in the rations (m³/item, kg/item, reinforcement percentage, tonnage per freight, etc.) shall lead to an
additional price in consultation with the customer
Invoicing shall be as follows:
Invoices shall be drawn up for each delivery on a monthly basis or in accordance with the agreed payment plan.
Disputes about settlement with regard to invoicing can only be allowed 8 calendar days after invoice date. No
claims whatsoever shall be accepted after this period has elapsed.
Cash payment before the production date or a bank guarantee shall be demanded for new customers or with
regard to an initial order provided that it is impossible to obtain a timely approval for the risk limit in relation to
our credit insurance. Payment must take place 30 days after the delivery date for subsequent orders provided
that the risk limit has been approved in advance. If we do not receive a credit limit for a customer, the customer
must pay before production.
Storing costs of 5.00 €/m² can be charged after one week. Orders that are carried out but cannot be delivered
can be invoiced after 1 month and shall be due and payable in accordance with the standard terms and
Prefaxis produces the goods upon the request of the customer and in accordance with the customer's special
specifications and they are available ex factory in Geluveld/Zonnebeke.
Prefaxis shall be liable as a producer in accordance with general legislation regarding product liability without
Prefaxis offering any guarantees with regard to being or not being compliant with specific higher regulations and
standards that are applicable specifically to the use of the product envisaged by the customer. Prefaxis can by
no means be held liable for possible damage due to incorrect (designated) use of the products it has
4.5.1 Our invoices are to be paid in cash in Geluveld except when a written contract states otherwise. The
sending of the invoice shall be deemed due notice. The invoice is deemed to have been accepted when there
is no protest by registered letter within 8 days after invoice date. The customer may not make any deductions
for a guarantee or for whatever other reason. The customer may not compensate expired invoices with alleged
4.5.2 Should one invoice not have been paid on the expiry day, we reserve the right to stop further deliveries
and work and the balances of all other invoices shall become due and payable immediately without prior notice
of default being required.
4.5.3 All collection and protest costs of an accepted or non-accepted bill of exchange shall be at the expense
of the customer. The offer of bills of exchange shall not change the location of payment. Prefaxis, moreover,
shall not waive any of its rights should a bill of exchange be drawn and such drawing of a bill of exchange shall
never be used as substitution of one debt for another.
4.5.4 The goods shall continue to be the exclusive property of Prefaxis as long as the price and all accessories
are not fully paid. The customer shall, however, be liable for the damage, loss or destruction of the goods in the
Invoices are due and payable at the registered office of Prefaxis in EUROS. The acceptance of bills of exchange
or another means of payment shall not lead to substitution of one debt for another and shall, in any case, not
compromise the current general terms and conditions of sale.
If the special terms and conditions stipulate payment through an accepted, domiciled and/or guaranteed bill of
exchange, not receiving it at the registered office within 10 calendar days after issue of the invoices in
accordance with the special terms and conditions shall entail the forfeiture of the payment terms and conditions
that have been agreed especially and the application of the payment terms and conditions as determined above
and below by operation of law and without a notice of default being required.
No complaint of whatever nature or if Prefaxis accepts the complaint for consideration shall release the customer
from the obligation of observing the payment terms.
Set-offs between damages and invoices that are due and payable to Prefaxis shall always be excluded.
No guarantee whatsoever may be deducted from the invoices unless agreed in writing.
4.6 PAYMENT GUARANTEES
Prefaxis, moreover, retains the right to demand payment guarantees from the customer during the execution of
the contract. If these guarantees cannot be obtained, Prefaxis may take any other measure that it may deem
useful to protect its interests; it may, for example, terminate the contract at the expense of the customer and
demand compensation for the suffered losses.
4.7 CUSTOMER CREDITWORTHINESS REDUCTION
The payment terms set down in the contract or in the special terms and conditions of sale have been determined
while taking into account the credit that the customer has. When this credit is affected negatively, all outstanding
invoices and incurred costs shall become due and payable immediately by operation of law and without notice
of default being required. Article 12 – Termination of the contract of these terms and conditions shall apply
automatically as from this moment.
4.8 PAYMENT DELAY
The date on which the specified Prefaxis account was credited shall apply as the payment date.
If payment is late, should there be serious indications that the customer shall not pay or if the credit insurance
company closes the credit line, Prefaxis shall be entitled to suspend future deliveries and to charge storage
costs in accordance with Article 8.2. The customer shall not have any rights whatsoever to payment of damages
or loss should delivery be suspended.
Default interest shall be applied to every invoice that is not paid by the expiry date by operation of law and
without notice of default being required that shall correspond with the bank rate that applies at that time
increased by 3% that shall be a minimum of 12% on an annual basis.
The determination of this interest rate shall by no means release the customer from prompt compliance with the
payment terms on their expiry date.
When an invoice is not paid in full or in part within 8 days after receipt by post of a registered notice of default,
the customer shall, moreover, owe compensation of 12% of the invoice amount where a minimum of EUR 250
shall apply. This stipulation shall not affect the application of the default interests.
In this case, Prefaxis shall demand the immediate and full payment of the full amounts that are due and payable
with regard to the current contract or any other contract whatsoever, invoices that have not expired, bills of
exchange, promissory notes, etc.
Moreover, every shortcoming with regard to the payment obligation shall give Prefaxis the option of invoking the
termination of the sale for the full or partial part of the non-paid merchandise as well as terminating running
contracts with regard to deliveries still to be made by operation of law. The details of which do not require any
formalities and under the reservation of demanding compensation. This compensation shall be calculated in
accordance with Article 12 - Termination of the contract.
Article 5 – Intellectual property rights
Prefaxis can never be held liable should it emerge that the elements that the customer ordered are in conflict
with third party intellectual property rights.
Article 6 – Transport
Every call-off and announcement of elements being picked up must take place 5 working days in advance and
in writing and must specify the order in which the deliveries must take place.
The expenses related to an incorrect cargo that can be blamed on the customer or due to force majeure or full
cargo with regard to partial loads may be passed on to the customer.
Every delivery order must be signed by the site manager as proof of receipt of the goods in good conditions.
Should this provision be ignored, Prefaxis shall be entitled to take back the goods while the cargo expenses
shall remain due and payable.
Prefaxis shall decide the lorry loading method.
BUILDING OF THE CONSTRUCTION SITE AND ITS ACCESS
General instructions in case of delivery at the construction site and in case of installation by Prefaxis.
When Prefaxis guarantees the transport, the customer must take all necessary measures and must obtain all
approvals in relation to accessibility, parking and use of Prefaxis' equipment (lorries, cranes, etc.) and have the
work be allowed to be performed (unloading, installation, etc.) under the best safety and performance conditions
in accordance with the instructions of the traffic regulations, local regulations and legal regulations of the general
regulations related to occupational health and safety. This shall always be at the customer's expense and risk.
The unloading location must be accessible to lorries of 13 metric tons per axle. If a lower loading capacity is
required, the supplement shall be charged.
The customer is responsible for all losses that are the result of measures not being taken or the inadequacy of
the taken measures with regard to the measures that the customer must take by virtue of the above paragraphs
including with regard to the immobilisation of Prefaxis vehicles and losses that Prefaxis or third parties may
The customer shall indemnify Prefaxis without any limitation against any recovery from third parties. Moreover,
the customer shall pay compensation in case of non-compliance with the obligations imposed on the customer
by virtue of the other paragraphs including with regard to the immobilisation of Prefaxis vehicles and losses that
Prefaxis or third parties may suffer.
Special instructions in case of installation by Prefaxis
The customer must install, maintain and properly demarcate the access roads to the locations intended for
parking and/or unloading Prefaxis lorries as well as to the locations for parking and/or working with the crane
within this context. They must be able to perform their movements regardless of the weather conditions and this
in accordance with the instructions of Prefaxis.
Special instructions in case of delivery at the construction site
The transport is always calculated for each full load.
Unloading, manipulating, stacking and positioning shall be at the expense and risk of the customer. The
customer must unload the lorry completely within the hour after it has arrived or before the arrival of the next
lorry if the call-off hours requested by the customer differ by less than one hour. When this period is exceeded,
the additional hours shall be charged to the customer; every started hour is deemed to be due and payable.
If the lorry leaves the factory, it shall be deemed to have arrived on site on time.
Special instructions in case of delivery as from the factory
In case of delivery as from the factory, the special terms and conditions shall arrange the provisions with regard
Article 7 – Terms and conditions for the delivery.
The delivery and/or installation terms are set down in the special terms and conditions.
Unless stipulated differently expressly, the terms are only indicative and shall apply as an obligation to use best
endeavours. Prefaxis can only be held liable for the consequences of the term being exceeded after an express
and registered notice of default has been issued insofar as the exceedance can be blamed on Prefaxis and at
the exclusion of force majeure or hardship.
The terms for the realisation of any moulds and manufacture shall only start on the approval date of the plans
by the customer. In case of delays with regard to the originally foreseen terms, Prefaxis reserves the right to
agree to new delivery terms without this entailing that it must pay any compensation whatsoever.
Article 8 – Delivery delay
Delivery terms are only issued as information. They can never be used against us as a demand for
compensation for late delivery.
1 (one) hour is foreseen for the unloading time of panels on site. All additional hours shall be charged based on
€ 85/hour. Lost hours as a result of an incorrectly specified address shall also be charged based on the same
rate. We shall do everything that we possibly can to respect the agreed time but we cannot always guarantee
this in view of the situation on our roads with regard to agreed delivery times that have been confirmed in writing.
Moreover, we shall not accept any complaints or claims for damages regarding agreed delivery times that have
been confirmed in writing.
DELAYS ATTRIBUTABLE TO PREFAXIS
Any delay with regard to the agreed deliveries and/or installation terms (Article 7 – Terms and conditions for the
delivery) for which Prefaxis is to blame may never entail the termination of the present contract. The customer
must renounce expressly the possibility of termination and it shall, therefore, never lead to payment of
DELAYS NOT ATTRIBUTABLE TO PREFAXIS
If, as a result of a fact that cannot be blamed on Prefaxis and with the exception of force majeure in the strictest
sense, the effective delivery date or the date of installation or the end date of installation exceeds the date
specified in the special terms and conditions by more than 30 days, the full invoice shall be due and payable
increased by the storage costs, additional storage costs and/or costs related to demolishing, storing and
rebuilding the formworks and/or materials.
The bankruptcy, composition, deferral of payment or any other similar proceedings be they amicable or judicial
of the future owner or of the customer of the customer of Prefaxis shall never be regarded as being a case of
When delivery terms are postponed, a payment shall be due by operation of law and without a notice of default
being required as foreseen in the special terms and conditions or, should this not be defined, 3% in costs for
each month on the basis of the value of the items charged and this shall commence as from the second month
that follows the delivery month.
When stored for longer at Prefaxis, cleaning and any repair work to the items that is the result of a longer storage
period shall be at the expense of the customer.
In case of delivery on site, every exceedance of the unloading term shall lead to a payment being due of € 85
per hour and per lorry by operation of law and without a notice of default being required.
If Prefaxis is in charge of the installation, compensation shall be charged for the material that is mobilised as a
result of this delay. The daily payment for each lorry and for each crane shall be calculated proportionally to its
capacity and shall be equivalent to the rental price thereof in accordance with the salary scales that are in force
on the day of immobilisation.
The interruption of personnel performance shall also be charged based on an hourly wage of € 40 per
person. These payments are indexed (100 base = 01/2012).
Article 9 – Transfer of ownership
Prefaxis shall continue to be the owner of the delivered goods until full payment of the invoice increased by any
interests, increases and additional costs that may apply and this even when the merchandise has been
processed or integrated in a property.
The merchandise shall continue to be the property of Prefaxis until full payment of the complete order has been
made with regard to partial deliveries and when these deliveries are the object of separate payments.
Prefaxis shall be entitled to recover the goods should payment not be forthcoming. All costs to recover
these elements shall be at the expense of the customer. The contracting partner is personally
responsible of informing the possible further buyer or owner of this retention of title.
The risks shall be borne by the customer as of the departure of the lorry, from pick-up at the factory if the
elements are not installed by Prefaxis and as of the incorporation in the building when Prefaxis guarantees the
installation. As of that moment, the customer shall guarantee every instance of damage or loss as a result of
unforeseeable circumstances or force majeure.
The goods that are delivered to the construction site and that are installed by Prefaxis shall be under the
supervision of the customer until they are incorporated who must take all measures that are required for their
retention and security.
Article 10 – Acceptance
Liability: if concrete elements (wall elements, concrete slabs and/or linear load-bearing elements) are supplied
in the presence of the customer on site, only complaints related to external errors or corresponding dimensions
shall be accepted if they are notified within 2 days through a registered letter. If the customer should not be
present on site, the delivery form will be clearly signed off and concrete elements shall be accepted. If there
should be any complaints with regard to external errors or corresponding dimensions, the liability of Prefaxis nv.
shall be limited to the free delivery of new concrete elements if it is proven that there are unacceptable
shortcomings. Note: concrete elements that are manufactured later may have colour differences. Prefaxis nv.
does not accept any claims based on differences in colour.
Complaints shall not be accepted if concrete elements are installed any way that have visible shortcomings.
Supplied concrete elements have an industrial appearance. Industrial concrete elements are not architectonic
concrete elements. Concrete is made of natural raw materials and, therefore, different shades of colour can
occur between the different concrete elements themselves.
The concrete elements meet CIB scale no. 3 for industrial concrete regarding the
aesthetic appearance. The supplied samples may show small differences in hues when
compared to the concrete elements.
Efflorescence may occur with regard to the concrete elements. Efflorescence is a natural phenomenon that is
particular to concrete elements. Efflorescence shall not affect the quality of the concrete element and can never
be a reason for rejection or lowering the price.
Erosion of the surface is a particular property of limestone-containing products. This process leads to a natural
Prefaxis nv. has been given permission to carry the "BENOR" quality mark and it meets legal
obligations in relation to the CE mark with regard to concrete element production. The following
standards and regulations are used by Prefaxis nv. :
Concrete elements in general: NBN B 21-600 - EN 13369
Prefabricated linear load-bearing elements: NBN B 21-604 - EN 13325
Prefabricated concrete slabs for floor systems: NBN B 21-606 - EN 13747
Prefabricated wall elements: NBN B 21-612 - EN 14992
With regard to sustainability, the concrete used in our concrete elements meet environmental class XC3 as
standard in accordance with the EN 206-1 standard and environmental class EE2 in accordance with the NBN
B 15- -001 standard. Other environmental classes can be achieved upon request by the customer.
Never use a high-pressure cleaner or aggressive cleaning products when cleaning concrete elements.
10.1 PROVISIONS RELATED TO THE DELIVERIES WITH OR WITHOUT INSTALLATION BY PREFAXIS
The customer must investigate or have investigated the delivered products with the necessary care in the
customer's capacity of a professional. The acceptance of the products shall take place in the factory prior to
their shipment with regard to the dimensions, volume and appearance. To this end, the customer must obtain
information at the customer's own initiative about the location, day and time when the customer can perform the
required checks, which must take place in the presence of Prefaxis (this is obligatory). Should an investigation
prior to shipment not take place, the customer is deemed to have accepted the products with regard to
dimensions, volume and appearance.
10.2 DELIVERY WITHOUT INSTALLATION BY PREFAXIS
In case of delivery ex factory, every visible defect or non-compliance that has not been specified in a detailed
and exact manner in the waybill shall be deemed definitely covered and that the product has been accepted
In case of delivery carriage paid to site, the customer must specify all damages or defects to the goods on the
delivery orders before they are unloaded upon arrival of the goods at the construction site. The lack of remarks
shall be deemed to be the same as acceptance of the merchandise.
The customer cannot make a claim for costs with regard to repair or damages because of a lesser quality when
elements with visible defects are installed or processed unless they had already been specified on the delivery
order when the goods were received.
After delivery and when hidden defects are discovered, the customer shall inform Prefaxis immediately (within
a month) and through a registered letter and the customer shall describe the defect complained about in an
exact manner. Every possible proof shall be included with the information. The customer commits that faulty
products shall not be installed.
In case of disagreement, the customer must keep the disputed items in an appropriate manner.
Article 11 – Guarantees
The scope and nature of the hidden defects must be interpreted restrictively because the customer must
investigate the products closely as a result of the customer's activities as a professional both when receiving
and when processing the aforementioned products.
Prefaxis shall not be liable in any way when the damage is in causal relationship with a fact that entails that the
contracting partner, said party's appointed entity and/or subcontractor uses a product delivered by Prefaxis with
a particular quality for a structure regarding which the products should have had a different quality and this in
view of the nature and characteristics of the structure.
The guarantee related to hidden defects is limited to 1 month as of the date on which the claimant could have
become aware of the damage, defect and identity of the producer.
Prefaxis' guarantee is limited to its choice to repair or replace free of charge that part of the merchandise that
has been recognised as being faulty or non-compliant at the exclusion of any compensation whatever the cause
of the objections may be. Should repair or replacement not be possible, Prefaxis shall pay the agreed