General Terms and Conditions
Article 1 – Application
1.1. These general terms and conditions, including the special conditions stated or referred to on our quotations, purchase orders, delivery notes, invoices and subsequent maintenance contracts or other types of documents or contracts that are drawn up by us, are applicable to all sales and deliveries of our goods and services to our customers, except where we have specifically varied them in writing. These conditions apply from the moment that they are first brought to our customer’s notice at whatever time and in whatever manner, and are deemed to have been formally and expressly accepted by the customer, even if they conflict with the customer’s own general or special terms and conditions of purchase or sale, whether stated on their purchase orders and/or other documents issued by them.
1.2. The fact that a specific contract departs from one of the provisions of these general terms and conditions does not rule out the application of the other provisions.
1.3. The performance of each assignment and any delivery or rental of goods and/or services accepted is strictly limited to what is expressly indicated in the contract and our quotation.
Article 2: Quotations
2.1. Quotations are only binding on us if they are accepted in writing by the customer within 90 calender days, unless another validity period is stated on the quotation, and provided that there is a written order.
Article 3: Prices
3.1. Our prices do not take account of special circumstances which we could not possibly have foreseen at the time when we issued the quotation or entered into the contract. They are based in all cases on the information provided to us by the customer.
3.2. Unless otherwise specified in our quotations, the following items are not included in our prices:
– the individual adaptation or correction of delivered materials;
– the delivery charges.
3.3. We may revise our prices to reflect increases in import or export duties, exchange rate fluctuations and taxes, insofar as they lie beyond our control and affect our net pricing. We will notify our customers of price revisions prior to the delivery of our goods and/or services, who shall then have the right to cancel the contract by registered letter within eight calender days of our notice.
3.4. Our price for working, waiting and management hours will be supplied upon simple request.
3.5. All prices quoted by us are exclusive of VAT and other tax in all cases unless otherwise specified.
3.6. A subscription can be adjusted annually to the index (Harmonised Index of Consumer Prices (HICP)).
Article 4: Orders
4.1. Our quotation is binding on our customer once they have signed it or provided a written order as confirmation.
4.2. Quotations are only binding on us once they have been signed by the customer or the customer has provided us with a written order as confirmation within the validity period of the quotation.
4.3. In the event of inconsistencies between these general terms and conditions, our quotation, the purchase order or order confirmation from our customer and the maintenance contract, the following order of precedence applies: the maintenance contract, our quotation, our general terms and conditions, the purchase order, the order confirmation.
4.4. Cancellation
4.4.1. Customers may only cancel an order if we have not yet initiated the performance of our delivery of goods and/or services, such as by placing an order with one of our suppliers. Proof of this can be supplied by any method permitted by law. If the customer does cancel an order that does not meet the aforementioned condition, or if the customer cancels their order after the fifteenth calender day following their order, they must pay an irreducible, fixed compensatory fee of 30% of the (estimated) total sum of the order that was cancelled by the customer, in addition to €150 as compensation for our administrative costs. The advances already paid by the customer will be settled with the aforementioned sum and the already performed delivery of goods and/or services. The provisions laid down above do not affect our right to demand full compensation for damages that exceed this amount.
4.4.2. By way of derogation from Article 4.4.1., the customer shall, if they are a consumer and our contract with them is a distance contract that was concluded in our absence and outside of our offices (for example: sales, orders and contracts that were signed in centres, hospitals, institutions or at trade fairs), have the right to withdraw their agreement free of charge and without justification if they express their intention to us by registered letter within the following periods:
– if the contract pertains to the delivery of goods, the customer in question will have a consideration period of seven working days following the delivery date;
– if the contract pertains to the delivery of services, the customer in question will have a consideration period of seven working days following the day the contract was concluded.
The above does not apply to:
– the delivery of, or contracts pertaining to custom-made or personal products;
– software that has been removed from the packaging;
– cases where the customer has accepted that the services will be provided before the aforementioned consideration period has elapsed. If the customer exercises the rights arising from this Article, they are obliged to return the goods that have already been delivered on their own initiative and bear the costs of the return shipment.
4.5. With the exception of the cases outlined in Article 4.4.2., our written agreement is required for every premature termination of a maintenance or rental contract.
4.6. If the customer is obliged to pay VAT, they must provide us with their VAT number and the percentage that they may deduct, on their own initiative, when placing the order or signing the contract.
Article 5: Execution and delivery period
5.1. The delivery period provided by us is purely an estimation.
5.2. A delay in the execution of the delivery of our goods and/or services may only give rise to compensation from us or a cancellation of the contract by the customer if the delay is excessive and has resulted from neglect on our part without a valid reason, provided the customer can present unambiguous and demonstrable evidence of having suffered damage as a result of the delay. This compensation will never exceed 10% of the total sum of the order affected by the delay in question.
5.3. We cannot legally be held liable for delays in delivery:
5.3.1. if the customer has not respected the payment terms,
5.3.2. in cases of force majeure such as: a lock-out, strikes, epidemics, war, economic embargoes, sabotage, fire, unfavourable weather conditions, water damage, machine failure, breakdowns, delays in the delivery of important components during manufacturing, disruptions or delays in the transportation or receipt of raw materials. This applies both to us and our suppliers and, generally speaking, any external cause that we can reasonably demonstrate has delayed, or is delaying the delivery of goods and/or services or the general execution of our commitments. Force majeure only suspends the execution of the contract with our customer and does not give the customer the right to a dissolution or termination of the contract to our disadvantage or to the charging of any compensation to be borne by us.
5.3.3. if a third party payer must provide their written approval for all or part of the contract, the customer commits to ensuring that all steps are swiftly taken to prevent any delays in delivery. The customer commits to immediately sending us the signed documents such as the approval, the commitment to a personal contribution or the deed of waiver and required amount of duplicates, and to engaging in a positive cooperation with the third-party payer by sending the requests, required documents and information in good time so the payment can occur as quickly as possible. If the customer fails to cooperate in a clear and positive manner, we can decide at any moment to cease cooperation via the third-party payer and instead work directly with the customer, who will then bear all responsibility.
Article 6: Delivery
6.1. The risks and hazards that products or delivered goods or materials are exposed to in the context of a maintenance or rental contract during delivery are borne by the customer, even in the case of freightless deliveries.
6.2. In accordance with our packaging waste and recycling policy, we will reclaim the used packaging upon the customer’s request. The customer may hand over the packaging from our delivered goods or materials to our employees on site.
If a customer purchases a device that is a replacement for an older device, we will also take in the old device, upon the customer’s request.
6.3.If a device is supplied to the customer as part of a trial period, the customer is obliged to return the device to us in perfect condition, if they decide not to purchase it. If the device is lost or damaged, the customer assumes full responsibility and we will invoice the device at its current valid sales price. Simply exceeding agreed trial period will be interpreted by us as an agreement from the customer to purchase the item and we will invoice the customer for the device in question.
Article 7: Acceptance of our deliveries – complaints
7.1. The customer, the recipient, the collector or the person receiving the goods on behalf of the customer must inspect the goods for deviations upon receipt. They must express any reservations they have regarding any damage or visible defects in writing to the courier. If the customer or their representative is not present, or if they refuse to sign the delivery note provided, the aforementioned delivery note will be provided to the customer through any legally acceptable form of communication or method of communication that results in a proof of delivery and/or receipt, including fax. The customer must then share with us any comments they have regarding the nature and/or quantity of the deliveries stated on the delivery note by sending a registered letter within eight calender days of receiving our notification. After this period, the nature and quantity of the delivered goods and/or services stated on the delivery note issued by us will be considered as fully accepted and our delivery note will be seen as sufficient justification for issuing an invoice.
7.2. Each time a customer wishes to return goods and/or materials that are not accepted due to visible defects, they must do this within eight calender days of receipt and return the items in the original packaging. Only the postmark or the dated signature of a representative of our company will serve as proof.
7.3. If a customer receives the items and does not express any reservations, this implies that they have accepted the goods and/or services we have delivered.
7.4. In all cases, every complaint regarding visible defects, quality or quantity must be expressed to us within eight calender days following delivery. If this does not occur, no further complaints regarding the delivery will be accepted. In this case, the postmark will be considered the date on which the complaint was communicated.
7.5. Hidden defects – warranty clauses regarding our delivered goods and/or services: The following warranty conditions are based on Articles 1649bis to 1649octies of the Civil Code, as inserted by the Law of 01/09/2004. The resulting rights remain unaffected. The seller’s warranty obligations to the end user also remain unaffected.
7.5.1. We have a 24-month warranty period, as stipulated by law, from the delivery date. In accordance with the aforementioned law, the warranty period is split into two periods. During the first period of 6 months, it is presumed that the defect was present at the time of delivery to the consumer, unless the seller can prove otherwise. From month 7 onwards, the burden of proof is reversed. In the case of professional or similar use, B2B sales or second-hand goods, the warranty is limited to 12 months.
7.5.2. The fulfilment of the warranty consists of restoring the goods to the state they were in before the defect arose or replacing the device with an equivalent device. If repairs or a replacement are impossible or disproportionate to the value of the goods, a financial reimbursement may be offered. The supplier is free to decide on the solution and implementation, in consultation with the customer. Any parts that are replaced free of charge become our property.
7.5.3. The defect must be reported to us by registered mail within one month following the manifestation of the defect.
7.5.4. In order to exercise the warranty rights, the purchase and/or delivery document must be presented.
7.5.5. The warranty does not apply to damage to vulnerable parts that may be damaged through careless use.
7.5.6. The warranty does not apply to small deviations from the established quality that do not affect the value and the soundness of the goods.
7.5.7.The warranty does not apply to damage caused by:
– chemical or electro-chemical effects of water;
– abnormal circumstances that are not in line with normal use;
– contact with aggressive substances.
7.5.8. The warranty does not apply to transportation damage that occurred outside of our responsibility, incorrect installation or assembly, misuse, poor maintenance or a lack of observance of our assembly, installation, user and maintenance instructions.
7.5.9. The warranty rights become invalid if the defect is caused by repairs or interventions by third parties who lack the competence and expertise required, or if the device was fitted with non-genuine parts or parts that have caused a defect.
7.5.10. If, within the warranty period, several failed attempts are made to repair the device or if the repair costs are disproportionate to the value of the device, an equivalent device will be provided to the end user, in consultation with them.
7.5.11. In the event of a replacement, we reserve the right to charge a fee pro rata the period of use.
7.5.12. Repairs under warranty do not result in an extension of the warranty period, nor to the start of a new warranty period.
7.5.13. We provide a warranty period of 6 months for our repairs, which is solely applicable to the same defect.
7.5.14. The aforementioned warranty provisions do not apply to our supplied or sold software.
Article 8: Invoices and queries
8.1. We have the right to issue invoices for goods and services already provided by us at all times, even where we have only completed part of the total performance.
8.2. Any query relating to the preparation, form or content of our invoices, also including the present general terms and conditions, is invalid and therefore cannot be considered unless it is made within eight calendar days after the date of receipt of the invoice, with the exception of the provisions laid down in Article 7.
8.3. The query must in any case give precise details of the reasons for querying the invoice, with supporting arguments. The customer should also express the amount at issue in the query as a cash value.
8.4. The aforementioned query must be made by registered letter to our registered office.
8.5. In cases of query, the invoiced amounts to which the query does not apply remain due and payable on the due date of the invoice and, where applicable, these amounts will be increased by the interest, compensation payments and collection costs specified in Article 9, in the event of a late payment.
8.6. If no valid query, as specified above, has been made, the client acknowledges the correctness of the performances invoiced by us even where no prior contract or offer on our part exists.
8.7. In the absence of a fixed date of receipt of our invoices, our invoices are deemed to have been received by the customer on the third working day after the date of invoice for invoicing addresses in Belgium, on the fifth working day after the date of invoice for invoicing addresses in other countries of the European Union and on the tenth working day after the date of invoice for invoicing addresses elsewhere. Proof to the contrary can be provided by any means permitted by law.
Article 9: Payments
9.1.1. Unless we have provided other payment terms on our invoices, all our invoices must be paid in cash, without the right to any deduction or discount. Payment is to be made directly to us, to our registered office or into our bank account.
9.1.2. If, in our opinion, a customer can make a claim to a full or partial payment of the goods and/or services delivered from a third-party payer, the amount of the personal contribution, unless agreed otherwise, must be paid before the delivery or, at the latest, during the delivery. The above does not preclude the fact that the customer is the main debtor for the amount that has not been paid by the third-party payer. Where appropriate, this amount must be immediately settled by the customer, upon our first request.
9.2. If an invoice is not paid in full within the periods stated in Article 9.1.1. or 9.1.2., we will be entitled, by operation of the law and without the need for a formal notice of default, to be paid interest for late payment as provided in Article 5 of the Law of 02/08/2002, where the interest rate is no lower than 12 percent per annum. The customer remains the main debtor for the full invoice amount that has not been paid by the third-party payer.
9.3. In addition, the customer acknowledges that by not paying within the fifteen days following our notice of default or reminder, the customer is in breach of contract and has caused damage to us as a result. The customer is obliged to compensate us for that damage, which includes the debt collection costs as referred to in Article 6 of the Law of 02/08/2002 and which is estimated as follows:
9.3.1. To cover the extrajudicial collection costs and the additional administrative work involved, a compensation payment is estimated equal to 10% of the outstanding balance with a minimum of €125, plus a fixed charge of €13 per reminder plus any registration charge; in addition, if we bring in third parties to collect the amounts demanded by us amicably, the relevant charges will also be charged to the customer;
9.3.2. in addition, if we have to collect the debt through the courts, then, where the commercial transaction with the customer is covered by the Law of 02/08/2002, the customer will also be obliged to reimburse all costs incurred by us in collecting the debt through the courts and that compensation payment may not be reduced by settlement to less than the amount arrived at by application of the totals that are collectable costs for the performance of certain material acts, as determined by the Crown in implementation of Article 1022 of the Judicial Code.
9.4. Acceptance of a bill of exchange does not in any way result in a renewal of or a waiving of the present terms of payment.
9.5. If the customer has not paid one invoice on its due date, all other invoices, even those that have not yet fallen due, become immediately payable. In that case, we will also be entitled by operation of law to suspend performance of all our activities under the contract, even without warning, until all due amounts have been settled in full.
9.6. In the event of late payment of our invoice(s) by the customer, we reserve the right to declare any discounts allowed to be forfeit, also with retroactive effect in respect of the discounts granted to the customer for one year prior to the most recent discount granted to the customer.
9.7. Incomplete or partly disputed performance of our activities under the contract may not, in any circumstances, serve a pretext for postponing payment of the undisputed part. No payment whatsoever may be withheld in respect of guarantees, unless expressly agreed by us.
9.8. Where we grant payment facilities such as payment in instalments or the acceptance of bills of exchange, it is expressly agreed that the first non-payment will automatically result in bills of exchange or instalments that have not yet fallen due to become immediately due and payable without further notice of default. In that case, we may also regard any contracts entered into as having been cancelled by the customer.
9.9. In all cases, payments are first set against any interest payable under the present terms and conditions, and then against compensation payments, and only thereafter against the outstanding (totals of the) invoice(s), where they are applied first to the oldest outstanding amounts irrespective of any comment(s) or statement(s) made by the customer when making the payment(s).
9.10. We are at all times entitled to transfer all or part of the debt owned to us by the customer to a third party, however, while maintaining our warranty or liability commitments for the goods and/or services provided by us.
9.11 Any postponement requested by the customer for training, delivery or repairs, does not give them any right to delay their payment obligation.
Article 10: Retention of title
10.1. We retain ownership of the delivered goods and/or materials until the full payment of all amounts the customer owes us under Article 9 has been made.
Article 11: Liability
11.1. We can only be held liable for compensation of the direct damage suffered by the customer, to the extent that this damage is a direct consequence of a defect in the goods and/or materials delivered by us.
11.2. We can never be held liable for commercial or other indirect damage.
11.3. In all cases, our liability is excluded if the customer uses the goods and/or materials delivered by us in an improper manner or has deviated from the user and safety instructions delivered with the product.
Article 12: Jurisdiction and applicable law
12.1. We agree with our customer that all means will be used to reach an amicable settlement before legal action is taken.
12.2. In the absence of a suitable amicable solution, the courts of the judicial district of Bruges have sole jurisdiction, even in the case of a plurality of defenders, counter-claims, proceedings by or against third parties, and even in interim injunction proceedings.
12.3. All contracts entered into by us with the customer shall be solely governed by Belgian law.