Article 1. Quotation and purchase order
1.1 Unless otherwise agreed, the period of validity of our offers is 14 days.
1.2 Each order, which was not part of a written quote due to us, is only binding if she was accepted by us in writing.
1.3 Our agents and representatives have no power of representation. The orders they took are only final by sending a written order confirmation on our part.
Article 2. Prices
2.1 Our prices are specified in euros and are exclusive of VAT. Any increase in the rate of VAT or any other tax of any kind between the order and the implementation will fall at the expense of the buyer.
2.2 Unless otherwise agreed, our prices are specified for delivery in our site in Zoersel. If we should stand for transportation or organization of transport, we will invoice the price to the buyer.
2.3 Our prices only cover the sale of the goods and services specified in the special provisions to the exclusion of all other work and performance. If the buyer wishes such performance, this will be billed separately on top of the price mentioned in special conditions.
Article 3. Payment
3.1 Our invoices are payable at the registered office, at the latest 8 days after the invoice date or cash.
3.2 If the invoice is not paid on the due date, interest will become payable as of right and without notice of default which will be calculated in accordance with the law of 2 August 2002 to combat late payments.
3.3 Any non-payment of an invoice on the due date brings along the claim of the invoices that have been drawn up against the same buyer at that time.
3.4 If the invoice remains unpaid on the due date
- the balance after futile notice will be increased by 15%, with a minimum of 125 €.
- we will be entitled to compensation for all recovery costs as provided for in the law of 2 August 2002.
Article 4. Delivery
4.1 Unless otherwise agreed, the delivery will take place at our site in Zoersel as mentioned in article 2.2.
4.2 From delivery, being the placement of the order by the buyer, this carries all risks relating to the goods sold, in particular the risk of transport, even if this is carried out by our care or in our command.
4.3 The buyer will pick up all the goods at the latest 8 days after notification that the goods are at his disposal. In case of negligence, the storage can be billed.
Article 5. Delivery period
Unless otherwise stipulated in the special conditions, delivery times are only indicative and they are not binding by no means. Our liability can only be invoked in case of serious fault on our part.
Article 6. Retention of title
6.1 The delivered goods remain our property until full payment of the price and of the additional performance.
6.2 The buyer is forbidden to mingle and/or to incorporate the goods as long as the full price has not been paid.
Article 7. Acceptance
The goods are considered to be accepted by the buyer eight calendar days after the delivery, subject to a precise and detailed complaint that reached us by registered letter before the end of the above term.
Acceptance covers all visible defects, i.e. all faults that the buyer at the time of delivery or during the following eight calendar days could be determined by a careful and serious control, and in particular the defects on the operation and the characteristics of the devices.
Article 8. Warranty
8.1 The goods we sell are guaranteed by us against hidden defects for 12 months from the delivery, under the following conditions. Upon delivery of products of third parties, our guarantee is limited to the guaranties given by the original manufacturer of the product.
8.2 The warranty can only be invoked if following conditions are united:
- It uses the case largely unfit for the use for which they are usually intended for a particular use or that in the particular use that is mentioned explicitly in the special terms and conditions of sale
- The device was competently mounted and placed.
- The device is used in normal conditions. The guarantee cannot be relied upon for use in special or unusual circumstances not expressly described in the special conditions, with poor maintenance changes by the buyer, disassembly or repair by a non-qualified person.
8.3 In order to be able to invoke the guarantee, the buyer will have to communicate any complaint related to hidden defects by registered mail at the latest 8 days after the defect has been discovered or reasonably needed to be discovered.
8.4 Our guarantee is limited to the free repair (parts and labor) or replacement of the defective thing, without being able to give rise to breaking the sale or compensation of any kind. The buyer must bring the device to our office at its own expense and risk in order to have it repaired or replaced. If the device has indeed a hidden defect, we will pay the costs of return at the buyer.
Article 9. Limited liability
9.1 From delivery, we only accept liability described in articles 7 and 8 and we are not obliged to pay any compensation e.g. due to human damage or any other damage that would be caused directly or indirectly by the goods sold and/or services provided by us.
9.2 We bear no responsibility for the proper functioning of hardware or software that comes from third-party suppliers nor for any possible damage that would be inflicted to such hardware or software.
9.3 We bear no liability for the loss of data by the buyer, nor for any fact that results from such loss of data such as, non-exhaustive, financial or commercial losses, increase of the expense, disruption of planning or demanded payments by third parties.
9.4 We are relieved of any liability when the customer himself or through third parties makes changes to the source code of software supplied by us.
9.5 In all cases outside of those enumerated in articles 9.1 to 9.4 of these conditions, and in which our liability is proven, we can liberate us from any further liability by modifying software developed by us and making it available in an updated version to the buyer.
Article 10. Dissolution of the sale
We are entitled to rescind the sale by simple registered notification to the buyer, if it fails to comply with one or more of its contractual obligations, in particular if he fails to pick up the goods within the time limit provided for in article 4.3, more than 30 days if he fails to pay an invoice, or if it appears that he will not or probably not fulfil one or more of his obligations, even if this obligation is not yet due.
At dissolution of the sale, the buyer will be liable to pay compensation equal to 30% of the price, or the damage actually suffered by us if it is higher.
Article 11. Luring-away of personnel
11.1 For the duration of any contractual relationship between us and the buyer and for a period of 1 (one) year after the termination of such contractual relationship, the buyer will not use the services of our staff and/or co-workers that are directly or indirectly connected to us with a contract, as a stand-alone, as a partner, as a servant or in any other capacity or way, subject to our express written consent.
11.2 In case of infringement of the prohibition laid down in article 11.1, the buyer will pay an amount to us, by way of liquidated damages, equal to the higher of the following amounts:
(a) The total gross income of the employee in question that we have paid him during the last 12 (twelve) months of his employment, or
(b) The total gross income of the employee in question that will be paid by the buyer during the first 12 (twelve) months of his employment with him.
If any of these aforementioned employment has lasted less than 12 (twelve) months and/or takes, the cost of 12 (twelve) months are calculated on the basis of the figures of the months that the employment has lasted.
Article 12. Jurisdiction
This agreement is governed by Belgian law. Only the courts of the jurisdiction in Zandhoven and Antwerp and the Justice of the peace court have jurisdiction, without prejudice to our right to sue at the courts of the place of residence of the buyer.