General Conditions

In the absence of a special written agreement and only in accordance with the exception stipulated therein, all deliveries, offers, job orders and agreements shall be executed in accordance with the general conditions mentioned below. These general conditions, mentioned in or enclosed with letters, offers, invoices or printed on any other document whatsoever, are considered written and agreed to entirely by those who accept them without protest. The General Conditions mentioned below take priority over those of the purchaser, unless the supplier explicitly accepts the purchaser’s conditions. The terms “principal” and “purchaser” refer to the person who places a job order or an order respectively; the term “supplier” refers to the person who accepts the job order or the order; the term “goods” refers to the finished product(s) and/or service(s) that have to be delivered or have already been delivered by the supplier, asked for respectively ordered by the principal or the purchaser.

•    Art. 1: In case of cancellation of the job order or the order, the principal or the purchaser respectively shall be due a fixed compensation equal to 25% of the value of the job order or the order.

•    Art. 2: The provided terms of delivery are purely informative. Deliveries made after the set date, yet within a reasonable term, remain effective and do not entitle the principal or the purchaser to cancel the delivery, to refuse the goods or to submit a claim for compensation. In case of force majeure the set delivery time may be deferred. Should this period of force majeure last more than 90 days, both parties are entitled to cancel the agreement unilaterally.

•    Art. 3: The goods shall be dispatched at the principal’s or the purchaser’s risk.

•    Art. 4: Delivery, installation and start-up activities are not included in the price, unless it is stated differently in a written agreement.

•    Art. 5: All invoices are payable within 30 days after the date of invoice. In default of payment of one or more invoices on the due date, compensation shall be enforced without further formality and without judicial reminder equal to 10% of all outstanding claims with a minimum of € 75.00. Moreover, an interest equal to 1% a month shall be due without further formality and without judicial reminder from the due date.

•    Art. 6: The supplier is to be informed by registered post of each complaint with regard to obvious defects within eight days after delivery. If the supplier did not receive a complaint on behalf of the principal or the purchaser within eight days, this implies that the principal or the purchaser respectively has accepted the delivered goods entirely. In case of complaints or protests, it is requested to mention the date and number of the invoice.

•    Art. 7: The partial use of the delivered goods as well implies the entire acceptance of the goods.

•    Art. 8: The supplier’s duty of indemnification with regard to defects in the delivered goods does not go further than that of the manufacturer of the goods.

•    Art. 9: If the supplier or the manufacturer of the goods find that a defect was caused by inexpert use of the purchaser, the latter will not be able to rely upon the guarantee.

•    Art. 10: The delivered goods remain the property of the supplier until payment in full by the purchaser. It is explicitly prohibited for the purchaser to sell, to pawn or to dispose of the goods in any way before payment in full of the price, under penalty of persecution subject to article 491 S.W.

•    Art. 11: The supplier entirely remains the owner of all systems, programs and documentation resulting from the agreement. It is prohibited for the principal or the purchaser to pass on any knowledge with regard to the project or to place it at the disposal of other persons or partnerships in any way. The principal or the purchaser, moreover, agrees to maintain professional secrecy concerning all details which are confided to him during the execution of the agreement. At the end of the agreement both parties commit themselves to maintain discretion concerning confidential information with regard to the other party, as well as to respect the other party’s property rights. Each infringement on this article can give cause to criminal proceedings and/or to a claim on the basis of article 1382 B.W.

•    Art. 12: Each transaction is considered to be completed in Sint-Niklaas. Only the Courts in Dendermonde are entitled to take cognizance of possible disagreements.