General conditions Belgium
ART. 1. DEFINITION AND LAW OF PARTIES
In the present general conditions, the term “client” applies to any person, physical or legal, who has concluded or wishes to conclude a contract with N.V. TEIN TECHNOLOGY, having its registered offices at Weldoenersplein 7, 1030 Brussels, VAT nr.BE.0401.902.177.
The stipulations below are considered as law for the parties. The client acknowledges having taken cognizance of them. The terms and conditions of the clients of N.V. TEIN TECHNOLOGY can neither nullify nor alter the terms and conditions of N.V. TEINTECHNOLOGY, except and unless with the written agreement of the last named.
ART. 2. SCOPE
The sales terms and conditions here below apply to all offers made by N.V. TEIN TECHNOLOGY, without prejudice to the special sales terms and conditions mentioned in the offer. N.V. TEIN TECHNOLOGY is only bound by orders after they have been confirmed to them in writing. When there is no such confirmation, the definitive agreement about the order follows from the delivery of the goods ordered.
ART. 3. CHANGES
The client accepts that changes can be made by N.V. TEIN TECHNOLOGY to the goods and/or installations and/or works ordered, insofar as these changes are not substantial.
ART. 4. DEADLINES
The N.V. TEIN TECHNOLOGY shall strive to comply with the deadlines as notified. These are however notified for the purposes of information and do not constitute an essential element of the contract. In the event of abnormal delay that could be ascribed to N.V. TEIN TECHNOLOGY, then the client’s sole remedy is to request the court for the annulment of his order, with the exclusion of all damages whatsoever.
ART. 5. ACCEPTANCE AND RISK TRANSFER
The acceptance of the goods, installations and/or works is considered to be effective at the moment of reception of the goods by the client or any person designated by the client. Transfer of risk shall be assumed by NV TEIN TECHNOLOGY from delivery to the client or any person designated by the client to receive the goods, installations and/or works.
ART. 6. PAYMENTS
The invoices drawn up by N.V. TEIN TECHNOLOGY are payable in cash on delivery of the goods, installations and/or works, except by written variation here from by the N.V. TEIN TECHNOLOGY. The payments shall be made either at the registered offices of N.V. TEIN TECHNOLOGY in Brussels, or – in the case of payment taking place by giro – to the order of N.V. TEIN TECHNOLOGY. Payment by means of a bill of exchange is only permitted provided there is acceptance and bank domiciling thereof. All collection and discount costs are at the client’s expense.
ART. 7. DISPUTES
Any dispute concerning an invoice must be received by N.V. TEIN TECHNOLOGY within 8 days of the issue thereof. If this is not the case, the client shall be deemed to have accepted the invoice.
ART. 8 NON PAYMENT
The amount of each invoice that remains unpaid shall, as of the fifth day following the due date, be automatically increased, as of right and without notice of default, by (I) 15%, fixed compensation, with a minimum of 100€, to which can be added, if applicable, recovery fees and costs, (II) interests on overdue payments at the rate of 1% per month. In case of non-payment of an invoice on the due date, the client will automatically be put in formal notice, all outstanding invoices are immediately payable, without prior formal notice, and N.V. TEIN TECHNOLOGY is entitled, if it so desires, to suspend all agreements concluded with the clients as of right until complete payment of the due amounts. If the client requests N.V. TEIN TECHNOLOGY to re-issue an invoice or if N.V. TEIN TECHNOLOGY has to send a reminder as a consequence of non-payment or late payment, a fixed administrative fee of 50€ will be charged per new invoice/reminder.
ART. 9. FORCE MAJEURE
Every event or fact that cannot be ascribed to N.V. TEIN TECHNOLOGY and that could stop or postpone the execution of the agreement absolves N.V. TEIN TECHNOLOGY from all liability for the same reason as force majeure. Substantial changes that relate to the cost prices of the goods or services, as a consequence of a fact that is not ascribable to N.V. TEIN TECHNOLOGY, such as changes in the production costs, exchange rates or monetary parity, changes in the wages, taxes, social premiums etc., can cause a proportional change in price.
ART. 10. WARRANTY
The warranty applies only to hidden defects. Every defect in the delivered goods and/or installations shall be notified, under penalty of being declared null and void, in writing within fourteen days of the reception of the goods and installations. With respect to works, any complaint must have also been made in writing within eight days of the completion of the works, under penalty of being declared null and void. For the rest, the warranty by N.V. TEIN TECHNOLOGY on the goods, installations and/or works is limited to the special terms and conditions of warranty that are applied to the goods, installations and/or works towards N.V. TEIN TECHNOLOGY by each of the producers that supply N.V. TEIN TECHNOLOGY. Changing parts or repairing them in the context of the warranty cannot give rise to an extension of the warranty period. The warranty only applies to the extent that the defects in the installations, in the goods or in the works can be ascribed to N.V. TEIN TECHNOLOGY or to its supplier, and not to third parties or to the client nor to an accident or chance.With respect to the warranty on software, the warranty period covers 90 days after delivery. With respect to the warranty on hardware, the standard warranty period covers one year after delivery. So that N.V. TEIN TECHNOLOGY can comply with its warranty obligation, the client shall look after the necessary infrastructure and access to its network, at its own cost, so as to submit the goods, installations and/or works to analyses at a distance, with the eye on detecting and evaluating faults and, if possible, repairing them at a distance.
ART. 11. TRANSFER OF PROPERTY
The goods and/or installations delivered remain the property of N.V. TEIN TECHNOLOGY until full payment has been made of these goods and/or installations. The client may not sell nor mortgage the material or the accessories thereof, before full payment has been made of the price.
ART. 12. INTELLECTUAL PROPERTY
Computer programs and other software that are supplied together with the goods, installations or works remain the property of N.V. TEIN TECHNOLOGY or of the licence holder. The client has a non-exclusive and non-transferable right for own use of this software.
ART. 13. LIABILITY
The N.V. TEIN TECHNOLOGY accepts responsibility only in case of gross negligence and fraud. In the case of a gross negligence, N.V. TEIN TECHNOLOGY will only be liable for the damages directly incurred by the client. N.V. TEIN TECHNOLOGY cannot be held liable for indirect damages, such as loss of data, loss of customers, loss of profits or turnover, loss of reputation or loss of opportunities. To the largest extent permitted under the applicable law, the total liability of N.V. TEIN TECHNOLOGY in the framework of this agreement is in any case limited (i) for services: to the sum of the fees effectively received from the client by N.V. TEIN TECHNOLOGY in the framework of this agreement during the year preceding the event causing the damage, or (ii) for software/hardware: the amount paid to N.V. TEIN TECHNOLOGY by the client for the software/hardware concerned. The client shall indemnify the N.V. TEIN TECHNOLOGY from any liability claims undertaken by third parties or co-contractors of the client against N.V. TEIN TECHNOLOGY. N.V. TEIN TECHNOLOGY is under no circumstances liable for the consequences of computer viruses, hacking, etc. on the functioning of the goods, installations and/or works delivered. All costs for the removal of malware, re-installation of application software or other software, etc. shall be borne by the client. It is the responsibility of the client to foresee the necessary antivirus and firewall software on the goods and installation, even if they were delivered by N.V. TEIN TECHNOLOGY. Only antivirus and/or firewall software which is approved by the producer of the application software may be used for these purposes. N.V. TEIN TECHNOLOGY is not liable for the consequences of the implementation of non-approved software by the client.
ART. 14. DISSOLUTION OF THE CONTRACT
Irrespective of any remedy available to collect the amounts due, N.V. TEIN TECHNOLOGY has the right to declare the agreement terminated to the disadvantage of the client, without prior judicial intervention, by means of a registered letter, in particular in the following cases:
- upon non-payment of one of the amounts due under this agreement seven days after sending a registered notification letter which has remained without effect;
- if any of the clauses of this agreement is not respected;
- if the Customer is in a state of cessation of payment or is declared bankrupt or insolvent.
Without prejudice to the claim by N.V. TEIN TECHNOLOGY for the payment of outstanding invoices, in the event of legal dissolution or of breach of contract because of the client’s liability, the advance payments received by N.V. TEIN TECHNOLOGY remain acquired as compensation for damage, without prejudice to the right of N.V. TEIN TECHNOLOGY to demand the full compensation of the loss suffered by it, if it establishes that this loss is higher.
ART. 15. RIGHT OF TERMINATION
N.V. TEIN TECHNOLOGY may terminate this agreement at any time by means of a registered letter sent at the latest three months before the expiration date of the initial term or each subsequent renewal term. Every change in the situation of the client, which could endanger his commercial situation or his solvability, gives N.V. TEIN TECHNOLOGY the right to postpone all current orders or even to annul them, or to demand a guarantee, or also to demand the immediate payment of all sums that the client for whatsoever reason might owe.
ART. 16. COMPETENT COURT AND APPLICABLE LAW
This agreement is exclusively governed by Belgian law. In case of any dispute, the courts of Brussels will have exclusive jurisdiction.
General conditions The Netherlands
ART. 1. DEFINITION AND AGREEMENT BETWEEN PARTIES
In the present Sales Terms, the following words are defined as:
- a. “Buyer”: any natural or legal person who has concluded or wishes to conclude an agreement with TEIN TECHNOLOGY
- b. “TEIN TECHNOLOGY”: Tein Technology B.V., having its registered office at Prof. J.H.Bavincklaan 2-4, 1183 AT Amstelveen, the Netherlands;
- c. “Sales Terms”: these terms and conditions including new or adjusted versions thereof. Buyer acknowledges having taken cognizance of the Sales Terms. The terms and conditions of Buyer do not apply, can neither nullify nor alter the Sales Terms, except and unless TEINTECHNOLOGY agrees with the applicability of such terms and conditions in writing.
ART. 2. SCOPE
The Sales Terms apply to and are part of all offers made by TEIN TECHNOLOGY, unless stated otherwise in the offer. TEIN TECHNOLOGY is only bound by orders after they have been confirmed by TEIN TECHNOLOGY in writing. When there is no such confirmation, the definitive agreement about the order follows from the delivery of the goods ordered.
ART. 3. CHANGES
Buyer accepts that changes can be made by TEIN TECHNOLOGY to the products and/or installations and/or works ordered, insofar as these changes are not substantial.
ART. 4. DEADLINES
TEIN TECHNOLOGY shall strive to comply with the deadlines. These are however notified for the purposes of information and do not constitute an essential element of the agreement. In the event of abnormal delay that could be ascribed to TEIN TECHNOLOGY, Buyer’s sole remedy is to request the court for the annulment of his order, with the exclusion of all damages whatsoever. Buyer indemnifies TEIN TECHNOLOGY for any claims by third parties in relation to such an annulment of an order.
ART. 5. ACCEPTANCE AND RISK TRANSFER
The acceptance of the products, installations and/or works is considered to be effective at the moment of reception by Buyer or any person designated by Buyer. Transfer of risk shall be assumed by TEIN TECHNOLOGY from delivery to Buyer or any person designated by Buyer to receive the productions, installations and/or works.
ART. 6. PAYMENTS
The invoices drawn up by TEIN TECHNOLOGY are payable in cash on delivery of the products, installations and/or works, except if stated otherwise in writing by TEIN TECHNOLOGY Payments shall be made either at the registered offices of TEIN TECHNOLOGY in Amstelveen, or – in the case of payment taking place by giro – to the order of TEIN TECHNOLOGY. Payment by means of a bill of exchange is only permitted provided there is acceptance and bank domiciling thereof. All collection and discount costs are at Buyer’s expense.
ART. 7. DISPUTES
Invoices are deemed to be accepted, unless Buyer disputes the invoice in writing within eight (8) days after the date of issuance of the invoice.
ART. 8 NON PAYMENT
The amount of each invoice that remains unpaid shall, as of the fifth day following the due date, be automatically increased, as of right and without notice of default, by (I) a fine of 15%, with a minimum of 100€, of the amount unpaid, to which can be added, if applicable, recovery fees and costs, (II) a fixed interest on overdue payments at the rate of 1% per month. TEIN TECHNOLOGY’S right to collect fines due to non-payment of outstanding invoices, does not affect any of its rights, including its right to claim damages instead of or in addition to the collection of a fine In case of non-payment or incomplete payment of an invoice on the due date, Buyer will automatically be put in formal notice, all outstanding invoices are immediately payable, without prior formal notice, and TEIN TECHNOLOGY is entitled, if it so desires, to suspend all agreements concluded with Buyer until complete payment of the amounts due. If Buyer requests TEIN TECHNOLOGY to re-issue an invoice or if TEIN TECHNOLOGY has to send a reminder as a consequence of non-payment or late payment, a fixed administrative fee of 50 € will be charged to Buyer per new invoice/reminder.
ART. 9. FORCE MAJEURE
TEIN TECHNOLOGY is not liable or responsible for any delay or breach of the agreement which is the result of force majeure. Substantial changes that relate to the cost prices of the products, installations or works, as a consequence of a fact that is not ascribable to TEIN TECHNOLOGY, such as changes in the production costs, exchange rates or monetary parity, changes in the wages, taxes, social premiums etc., can cause a proportional change in price of the products, installations and/or works.
ART. 10. WARRANTY
The warranties provided by TEIN TECHNOLOGY are limited to what is explicitly stipulated in this article. The warranties applies only to hidden defects. Every defect in the delivered products and/or installations shall be notified, under penalty of being declared null and void, in writing within fourteen (14) days of the reception of the goods and installations. With respect to works, any complaint must have also been made in writing within eight (8) days of the completion of the works, under penalty of being declared null and void. For the rest, the warranty by TEIN TECHNOLOGY on the products, installations and/or works is limited to the special terms and conditions of warranty that are applied to the products, installations and/or works towards TEIN TECHNOLOGY by each of the producers that supply TEIN TECHNOLOGY. Changing parts or repairing them in the context of the warranty cannot give rise to an extension of the warranty period. The warranty only applies to the extent that the defects in the installations, in the products or in the works can be ascribed to TEIN TECHNOLOGY or to its supplier, and not to third parties or to the Buyer, nor when Buyer acts recklessly or with willful misconduct. The warranty period on software delivered by TEIN TECHNOLOGY covers 90 days after delivery. With respect to the warranty on hardware, the standard warranty period covers one year after delivery. In order for TEIN TECHNOLOGY to be able to comply with its warranty obligation, Buyer provides the necessary infrastructure and access to its network, at its own cost, so as to submit the products, installations and/or works to analyses at a distance, for the purpose of detecting and evaluating faults and, if possible, repairing them at a distance.
ART. 11. TRANSFER OF PROPERTY
The products and/or installations delivered remain the property of TEIN TECHNOLOGY until full payment has been made of the amounts owed by Buyer to TEIN TECHNOLOGY of these products and/or installations. Buyer may not sell nor mortgage the material or the accessories thereof, before full payment has been made of the price.
ART. 12. INTELLECTUAL PROPERTY
Computer programs and other software that are supplied together with the products, installations or works remain the property of TEIN TECHNOLOGY or of the licence holder. Buyer has a non-exclusive and non-transferable right for own use of this software.
ART. 13. LIABILITY
TEIN TECHNOLOGY is only liable for direct damage incurred by Buyer that is the result of the deliberate intent or recklessness by TEIN TECHNOLOGY. TEIN TECHNOLOGY is not liable for any indirect damage, such as but not limited to, loss of data loss of customers, loss of profit or turnover, loss of reputation and loss of commercial opportunities. Tot the maximum extent possible under applicable law, the total liability of TEIN TECHNOLOGY in in relation to this agreement is in any case limited (i) for services: to the sum of the fees effectively received by TEIN TECHNOLOGY from Buyer in relation to the respective agreement during the year preceding the event causing the damage, or (ii) for software/hardware: the amount paid to TEIN TECHNOLOGY by Buyer for the software/hardware concerned. Buyer shall indemnify TEIN TECHNOLOGY from any liability claims undertaken by third parties or contractors of Buyer against TEIN TECHNOLOGY. TEIN TECHNOLOGY is under no circumstances liable for the consequences of computer viruses, hacking, etc. on the functioning of the products, installations and/or works delivered. All costs for the removal of malware, re-installation of application software or other software, etc. shall be borne by Buyer. It is the responsibility of Buyer to install the necessary antivirus and firewall software on the products and installations, even if they were delivered by TEIN TECHNOLOGY. Only antivirus and/or firewall software which is approved by the producer of the application software may be used for these purposes. TEIN TECHNOLOGY is not liable for the consequences of the implementation of non-approved software by Buyer.
ART. 14. TERMINATION FOR CAUSE
Irrespective of any remedy available to collect the amounts due, TEIN TECHNOLOGY has the right to declare the agreement terminated to the disadvantage of Buyer, without prior judicial intervention, by means of a registered letter, in particular in the following cases:
- upon non-payment of one of the amounts due under this agreement seven (7) days after sending a registered notification letter which has remained
without effect; - if any of the clauses of this agreement is not respected;
- if Buyer is in a state of cessation of payment, filed for bankruptcy or isdeclared bankrupt or insolvent.
Without prejudice to the claim by TEIN TECHNOLOGY for the payment of outstanding invoices, in the event of legal dissolution or of breach of contract by Buyer, the advance payments received by TEIN TECHNOLOGY remain acquired as compensation, without prejudice to the right of TEIN TECHNOLOGY to demand the full compensation of the loss suffered by it, if it establishes that this loss is higher.
ART. 15. TERMINATION WITHOUT CAUSE
TEIN TECHNOLOGY may terminate this agreement at any time by means of a registered letter sent at the latest three months before the expiration date of the initial term or each subsequent renewal term. Every change in the situation of Buyer, which could endanger the commercial situation or the solvability of Buyer, gives TEIN TECHNOLOGY the right to postpone all current orders or even to annul them, or to demand a guarantee, or also to demand the immediate payment of all sums that Buyer, for whatsoever reason, might owe TEIN TECHNOLOGY.
ART. 16. COMPETENT COURT AND APPLICABLE LAW
The Sale Terms, the agreement and other agreements that derive from or are related to the agreement are exclusively governed by Dutch law. All disputes arising out of or relating to the Sales Terms, the agreement or other agreements, will be exclusively submitted to the competent court of Amsterdam, without prejudice to the right of TEIN TECHNOLOGY to submit any dispute to another court