General terms and conditions

Jan De Graeve BVBA
General terms and conditions

1. VALIDITY – These general terms and conditions constitute an indivisible whole together with our offers and invoices and in general with each contract that we conclude. They apply to all sales made and all services delivered by us. They take priority over our co-contracting party’s general terms and conditions, unless the latter have been expressly accepted by us.

2. OFFERS – Our offers are purely informational and, unless stated otherwise, valid during a period of thirty calendar days. A contract only comes into being after our written confirmation following the customer’s expression of approval. Changes made to our offers shall only be valid if they have been accepted by us in writing. Commencement of performance also applies as proof that the contract was concluded, unless this has taken place under reservation.
Our offers and confirmations of orders only apply for the characteristics expressly described therein, with exclusion of characteristics appearing in other documents to which no explicit reference is made.
Before submitting opinions, proposals and/or calculations to the customer, we reserve the right to charge an advance in order to cover the study expenses. This advance shall be deducted from the ultimate order.
Our offers are made on the assumption of optimal performance conditions. The principal assumes responsibility for (amongst other things) obtaining the necessary urban development permits, for proper local conditions and for easy accessibility. The prices indicated by us presume an uninterrupted performance of the works commencing on the agreed date. Postponement or interruptions give rise to extra costs.

3. PRICE – Our offers are established on the basis of the data provided and are subject to rectification. Extra works and services always give rise to additional invoicing. Performance of extra works or additional services proves the existence of an agreement concerning them, without any written approval from the principal being required.
Our prices are net, excluding VAT.

4. PERIODS – Unless expressly provided otherwise, the delivery and performance periods indicated by us are purely indicative and not binding.
Scheduling of delivery and performance can only take place after payment of an advance agreed as necessary, and after all useful information has been furnished.
Exceeding the delivery and performance periods can only give rise to damages or any other sanction to our disadvantage if this was expressly agreed in writing and after formal notice of default by registered letter. The total amount of any compensation is always limited to a maximum of 5 % of the amount of the contract excl. VAT.
In any case, we cannot be held liable for late performance that is due to circumstances beyond our control.

5. SOFTWARE and DATABASE – Unless expressly agreed otherwise, the software developed by us or the database created by us remains our exclusive property. After full payment of the invoice, the customer receives the right to use the described software/database. Any other use for himself or for third parties is strictly prohibited. The customer is liable for any unauthorised use. Any reproduction, copy or disclosure of the computer program/the database is prohibited without our advance written consent. If a transfer of ownership is nevertheless expressly agreed, the property right transfers only under the conditions agreed in the contract and after full payment of the cost price.
Programs/databases are always substantively composed with the greatest care, in accordance with the data indicated by the customer and the guidelines of any third parties. Given that we are dependent on the customer or third parties for this content, we cannot offer any guarantee concerning their suitability for a specific purpose or a particular situation.

6. PAYMENT – Our invoices shall be regarded as having been accepted if no registered letter of protest is sent within 8 days after their notification.
All of our invoices are payable immediately into the account number stated on them, unless some other payment period is expressly indicated.
Non-payment or partial payment of a due invoice makes all invoices relating to the customer immediately exigible.
In the event of non-payment of the invoices, as of the due date a contractual late-payment interest of 10 % on an annual basis shall be owed ipso jure and without prior formal notice of default. In addition, as a damages clause a flat fee in the amount of 10 % of the invoice amount shall be owed ipso jure and without prior formal notice of default, with a minimum of 125 EUR.
The untimely payment of invoices gives us the right to suspend our activities, at the principal’s risk. Moreover, the untimely payment of invoices shall be regarded as a material breach of contract on the basis of which we can determine or demand dissolution of the contract.

7. COMPLAINTS AND LIABILITY – Deliveries, performances or invoicing must be contested within 8 days after the delivery, performance or invoicing in question. We are not liable for visible defects made known after this period.
On delivered goods, the warranty granted by the manufacturer applies. During the warranty period, and in so far as there is a warranty, the defective goods will be exchanged for new or repaired parts. Replacement costs shall be borne by the customer.
During a period of three months after acceptance or commissioning, we guarantee against any latent defects in our works. A legal claim on this basis is only receivable if it is submitted within three months after the principal has become aware of the defect.
In the execution of the contract we are only liable for any direct damage, to the exclusion of consequential damage. For each assignment, our potential liability remains limited to a maximum of the amount that the specific works or products represent during or through which any damage was caused.
We are only liable vis-à-vis third parties in the event of fault.

8. RESERVATION OF TITLE – All delivered materials remain our property until the moment of full payment. As of the time of delivery, the principal is responsible for any damage to and alienation of these goods.

9. FORCE MAJEURE – All circumstances that, at the time of submitting the offer, were not reasonably foreseeable and are unavoidable, and which would make the execution of the contract financially or otherwise more burdensome or difficult than is normally anticipated, shall be regarded as cases of force majeure. They give us the right to demand revision or dissolution of the contract.

10. CANCELLATION BY THE PRINCIPAL/DISSOLUTION OF THE CONTRACT – If the principal wholly or partially cancels the agreed works, then in accordance with art. 1794 of the Civil Code he is obliged to indemnify us for all of our expenditures, all of our performed work and everything that we could have earned from the remaining works, which is estimated lump-sum at 30 % of the unperformed works, without prejudice to our right to prove our real damage should this be greater. If the contract is dissolved for a reason attributable to the principal, the latter shall owe – in addition to payment of all of our expenditures and all of our work – damages estimated lump-sum at 30 % of the unperformed works, without prejudice to our right to prove our real damage should this be greater. Should the contract be dissolved for a reason attributable to us, the principal-consumer shall be entitled to an equivalent compensation.

11. DISPUTES – All of our contracts are deemed to be concluded at the address of our registered office and are governed by Belgian law. Disputes concerning the execution or interpretation of this contract fall under the exclusive jurisdiction of the courts of the judicial district in which our registered office is established.