GENERAL CONDITIONS OF SALE
Application of the General Conditions
1.1These general conditions (hereafter “General Conditions”) apply to all offers from and agreements with the Company relating to the delivery of goods and services specified in the order form. Any terms and conditions of the Client, which the Company has not explicitly accepted in writing, do not apply. By placing an order, the Client accepts the application of the General Conditions.
1.2The General Conditions and the specific conditions provided in the order form are the entire agreement between the Parties (hereafter “Agreement”). The Agreement replaces and annuls any prior written or oral understanding, agreement, offer, correspondence or proposal made between the Parties. In case a provision of the specific conditions contradicts a provision of the General Conditions, the specific conditions shall prevail.
Offer – Acceptance
2.1All offers made by the Company are not binding for the Company until the explicit acceptance by the Client. The Agreement takes effect upon the return of the unmodified and duly signed order form by the Client within 1 month after the date of the order form.
2.2The acceptance of an offer by the Client, is binding for the Client.
Delivery of the goods
3.1The delivery date of the goods provided in the order form is not binding for the Company. The Client is not entitled to any indemnity or price reduction, nor to the resolution of the Agreement, in case of a delay in the delivery.
3.2Even if the Parties explicitly agree on a binding delivery date in the order form, the delivery date may be postponed (i) in case the Client fails to (timely) provide any information or documents requested by the Company or fails to cooperate with the Company in any other manner, (ii) in case the Client fails to pay the price on the due date of the invoice, (iii) in case of a modification of the order, or (iv) in case of external causes, such as the temporary non-availability of products. In such cases, the Client is not entitled to any indemnity or price reduction, nor to the resolution of the Agreement.
3.3The delivery takes place at the address provided in the order form. All transportation costs will be charged to the Client.
Property and risk
4.1Upon the conclusion of the Agreement, the risk of loss or damage of the goods is transferred to the Client.
4.2Upon payment of the entire price, ownership is transferred to the Client.
Price and payment
5.1The goods shall be invoiced at the rate specified in the order form. The services provided by the Company to the Client are invoiced at the Company’s hourly rates specified in the order form. The Company may modify its rates annually.
5.2The Company’s invoices are due 30 days from the invoice date.
5.3In case of a late payment of an invoice, the Company is automatically and without prior notice entitled to the payment of interests at the rate of 12% per year, starting from the due date of the invoice until the complete payment of the invoice. Notwithstanding its right to claim an indemnity for the actual damages it has suffered in case of late payment of an invoice, the Company is automatically and without prior notice entitled to the payment of a lump sum amount of 10% of the invoiced amount with a minimum of 125 EUR to cover administrative costs.
Complaints – Disputes
6.1All complaints with regard to the goods must be sent to the Company by registered letter within 8 days from the delivery date.
6.2All disputes with regard to the Company’s invoices must be sent to the Company by registered letter within 8 days from the invoice date.
6.3By lack of a timely complaint and/or dispute, the goods and the invoice are deemed to be accepted by the Client and payment is entirely due.
Intellectual Property Rights
7.1Intellectual Property Rights are all intellectual, industrial and other property rights (irrespective of whether these are registered or not), including but not limited to copyrights, related rights, marks, trade names, logos, drawings, models or applications for registration as a drawing or model, patents, patent applications, domain names, knowhow, as well as rights to databases, computer programs and semi-conductors.
7.2The Client explicitly acknowledges (1) that all Intellectual Property Rights in the goods, and in the software included in or associated with the goods (hereafter the Software), belong to the Company or a third party whom the Company has entered into an agreement with and (2) that the Client does not receive any Intellectual Property Rights, with the exception of the limited license rights on the Software as specified in this article.
7.3The Client obtains a worldwide, non-exclusive, user license on the Software. The license includes the right to use the Software in the context of the Client’s own activities and to receive updates of the Software from time to time. The Client had the right to use the software at 1 device at a time. In case the log in details are used on more devices at the same time, the licence will be withdrawn, without any compensation for the Client. The Client shall not obtain any source code and is restricted from using the Software other than as included in, and for use of the goods.
7.4The Client undertakes not to: (i) translate or adapt any part of the Software for any purpose nor arrange or create derivative works based on the Software, (ii) transfer, distribute or supply (whether by rental, sale, license, loan or otherwise) all or any part of the Software to any other person without the prior written agreement of the Company, (iii) make for any purpose, including (without limitation) for any error correction, any alterations, modifications, additions or enhancements to the Software, (iv) decompile, reverse engineer or disassemble the Software except if and to the extent permitted by law (v) remove, suppress or modify in any way any proprietary marking including any trade mark or copyright notice, on or in the Software, or which are visible during its operation or which are on its carrier medium, (vi) make or permit others to make any copies of the Software.
7.5The user license is granted to the Client provided that the Client has paid the invoice in accordance with article 5 of these General Conditions.
7.6The Client shall always respect the Intellectual Property Rights of the Company and make a reasonable effort to protect these rights. The Client shall inform the Company immediately of any infringement by a third party on the Company’s Intellectual Property Rights of which it becomes aware.
Liability - General
8.1The Company shall deliver its goods and services in accordance with best practices and with the care one may reasonably expect from a professional. This is an effort obligation.
8.2Except in the case of willful misconduct, the Company will not be liable for any error, misconduct or negligence on the part of it or its employees, representatives or agents (hereafter Appointees), in the performance of the Agreement.
8.3In no event, the Company may be held liable for any consequential damages, such as loss of data, loss of expected profit, reduced sales, increased operating expenses, loss of clients or damage to equipment, data or reputation that the Client, its customers, users or third parties might suffer due to any error or negligence on the part of the Company or an Appointee.
8.5If the Company turns to other suppliers, the Company does not accept any liability above or besides the liability accepted by those suppliers for their products or services.
Liability – Software/Hardware
9.1Goods will perform in all material respect in accordance with the functionalities specified in the technical information provided with the order form.
9.2Software is provided to the Client “as is”. The Company can in no way be held liable for malfunctioning or temporary or permanent unavailability of Software or for any damages resulting thereof. The Company will make reasonable efforts in order to prevent that Software would contain faults, bugs, computer viruses and/or malware. This is an effort obligation, and not a result obligation. The Company cannot be held liable for faults, bugs, computer viruses and/or malware, which software would contain despite its efforts.
9.3In case of a defect in the goods or in any components of the goods within 2 years after delivery, the Company shall, at its own choice, repair or replace the deficient goods or components. This guarantee expires irrevocably (i) 2 years after the delivery date of the goods, (ii) in case the defect is a result of incorrect installation, configuration, use and/or maintenance of the goods by the Client or a third supplier.
9.4The Company is not liable for defects in hardware and/or Software attributable to inadequate or incorrect use or implementation by the Client or third parties. The Company does not accept any liability for damages resulting from the use of software or hardware by the Client that is not supplied by the Company, incorrect actions or non-compliance with legislation or with the instructions given by the Company, or from maintenance or support services not supplied by the Company.
9.5To the best of the Company’s knowledge, the delivered goods and the Software do not infringe the Intellectual Property Rights of third parties. In case a third party would pretend that the goods and/or Software do infringe its rights, or if a third party would initiate legal proceedings against the Company or the Client on the basis of an alleged infringement of its Intellectual Property Rights, the Company has the right to decide in a discretionary manner to: (i) invalidate those allegations or claims, (ii) adapt the goods and/or Software so that they no longer infringe the rights of that third party, or (iii) withdraw the goods and/or Software from the Client against repayment of the license fee (pro rata of the use rendered impossible in a given license period). The Client has no right to claim additional damages from the Company.
10.1Situations out of the Company’s control, such as fire, flood, strikes, administrative measures, non-delivery of components by external suppliers and other unforeseen circumstances, will release the Company of its obligations under the Agreement for the duration of the situation of force majeure. In such event, the Client is not entitled to any indemnification by the Company.
10.2If the situation of force majeure exceeds 2 months, the Parties will adapt the Agreement together or terminate it, without any indemnification for any Party.
Applicable law – Jurisdiction
11.1 The validity, interpretation, and implementation of this Agreement shall be governed by Belgian law.
11.2 All disputes with respect to the Agreement shall be submitted to the competent Court in Hasselt, Belgium.
Before instituting a procedure before the Court, the parties will, however, attempt to negotiate in good faith in order to reach an out-of-court settlement.
12.1Should any provision of the General Conditions, or the implementation thereof, be void or unenforceable, the other provisions will not be affected by this and remain in full force and effect. In this case the parties, within the limits of the applicable law, will draft a new stipulation that meets the objectives intended by the void or unenforceable stipulation, and include this in an annex to these General Conditions.