General Terms & Conditions

Article 1 - General provisions

a) For the purpose of these Terms & Conditions, “supplier” means ALL IT-Solutions N.V. or a company affiliated* therewith acting as seller or service provider.
*Definition of 'affiliated company': any company in which the shareholders of the supplier and of the supplier themselves own more than 50% of the shares or have a determining vote within the board.

b) All precontractual and contractual relations between the supplier and the client are governed by these Terms & Conditions, save where and to the extent that parties have explicitly agreed otherwise in writing. The client acknowledges to have taken note of these Terms & Conditions and to have accepted these.
Provisions incorporated in documents drafted by the client which are in conflict with these Terms & Conditions shall not apply. The client explicitly acknowledges that his terms & conditions are not applicable to the agreement between the supplier and the client.

c) Any failure of the supplier in exercising any of his rights, even a part thereof, shall never be construed as a waiver of such rights

d) If a provision of the agreement is found to be invalid or unenforceable, it will be separated from the agreement and the remaining provisions shall continue in full force and effect The invalid or unenforceable provision shall then be replaced by another provision most closely matching the economic meaning and purpose of the invalid or unenforceable provision and most closely reflecting the spirit of the contract.

e) The client acknowledges to be aware of the operation and function of the software and to have been sufficiently informed of the impact of the installation of the software, the time line and the expected return on investment.

f) ‘Usual tariff rates’ are the prices on a cost-plus-basis that are indicated in the price list that is attached to the current terms and conditions. This price list is an integral part of the current terms and conditions which will always be attached to price quotations, order confirmations, invoices or credit notes, when these are sent out to the client. These usual tariff rates will be indexed on basis of the health index month by month. They can also be adjusted during the duration of the agreement in case of alteration of one or more price components, such as a price increase by the manufacturer, supplier or subcontractor.

Article 2 - Conclusion of Agreements

The agreement between the supplier and the client is concluded from the moment the client has signed the price quotation, the current terms & conditions, as well as the price list containing the usual tariff rates.

The supplier is only obliged to execute the agreement if he has explicitly accepted an order in writing and if the client has made an advance payment of at least 20 %. The purchase order is immediately binding upon the client even before the supplier has accepted it in writing.

Usage and/or storage by the client of any (digital) product of the supplier, or permission given by the client to the supplier to provide a service, is considered to be sufficient evidence of the fact that the client has ordered such product, has accepted these Terms & Conditions and has given permission to the supplier to issue invoices in respect of said products and/or services.

Article 3 - Tariff rates

Price quotations are always non-binding and valid for only 14 days, unless explicitly mentioned otherwise. The client is responsible for the accuracy and the completeness of the sizes, demands, specifications of the performance and other data provided by the client – or provided on his behalf – to the supplier on the basis of which the latter shall be issuing his quotation.

If the delivery or performance did not take place at the time of conclusion of the agreement, the supplier shall be entitled, in case of future deliveries or services in the scope of this agreement, to amend the indicated tariff rates in case one or more price components would have been altered, such as a price increase by the manufacturer, supplier or subcontractor.

Our agreements for services from and to software / hardware are also subject to an annual indexation according to the consumer price index. The initial index is that of the month of the conclusion of the agreement.

These adjusted tariff rates will be applied to the services/products that are provided/delivered as from the moment of the considered adjustment of the tariff rates. The invoice issued for these products/services, with application of these new tariff rates, will be accompanied by the applicable terms and conditions containing the modified price list. The sending of this invoice will be considered as a notice of this price modification to the client.

If the tariff rate would be increased by 20 % or more before the hardware or software would have been delivered, the client is entitled to terminate the agreement – but not to compensation – by means of a registered letter within five (5) working days after disclosure of the new tariff rate. Payments already effectuated will then be returned.
If the client does not respond within the aforementioned period of five (5) working days, he is deemed to have accepted the delivery against adjusted tariff rates.

In case the client does not react within the aforementioned period of five (5) working days after notice of the adjusted tariff rate, this will be regarded as his implicit acceptance of the application of the adjusted tariff rates.

All tariff rates and invoices are expressed and payable in EUR.

The tariff rates are charged ‘ex works’, i.e. the net amount excluding VAT, other (sales) taxes, environmental and recycling charges and other charges of any kind, unless mentioned otherwise.

VAT, other (sales) taxes, environmental and recycling charges and other charges of any kind, including potential new taxes which are to be implemented during the performance of the agreement, will be charged to the client.

Packing costs are included in the tariff rates, save where parties have agreed otherwise or where a conflicting usage exists. Carriage and travel costs are not included in the tariff rates, save where parties have agreed otherwise. The costs arising from accelerated deliveries shall always be borne by the client.

Article 4 - Cooperation of the client

The client is at all times responsible for the delivery and installation of the electrical infrastructure and data lines.

The client is also responsible for establishing and adjusting the locations where the hardware is installed. The client is liable for all damage to hardware and/or software as well as for additional costs incurred by the supplier as a result of the delayed, incorrect or inadequate execution thereof.

The client shall provide the supplier all information and intelligence which is useful and necessary for the adequate performance of the agreement and shall provide full assistance in this respect, including granting access to his premises. If a client employs his own staff when assisting in performing the agreement, such staff shall possess the required knowledge, experience, skills and quality.

The risk of selection, use and application of the hardware, software, website, data files and other products, materials and services to be provided by the supplier, shall be borne by the client. The client is also responsible for the verification and security procedures and an adequate system management.

If the client makes software, websites, materials, data files or information on a data carrier available to the supplier, they shall comply with the specifications required by the supplier.

If the client does not make the data, hardware, software or staff required for the performance of the agreement available (in time) to the supplier in accordance with said agreement, or if the client does not comply with his obligations in any other way, the supplier shall be entitled to (wholly or partially) suspend further performance of the contract and to charge the costs resulting therefrom in accordance with his usual tariff rates, however without compromising the ability of the supplier to exercise any other legal remedy.

If telecommunications facilities are used when performing the agreement, including internet, the client shall be responsible for the correct choice and the timely and adequate availability thereof, except for those facilities which the supplier directly uses or manages. The supplier shall never be liable for damage or costs resulting from transmission errors, disturbances or non-availability of these facilities, unless the client would be able to prove that such damage or costs arise from the wilful misconduct (intent) or gross negligence of the supplier. If telecommunications facilities are used when performing the agreement, the supplier shall be entitled to provide access or identification codes. The supplier shall be able to alter said codes. The client shall treat the access codes as confidential and shall adequately make them accessible to authorized staff members only. The client shall give his staff members instructions in respect of the storage and security of said access and identification codes. These data shall be treated as strictly confidential and the staff shall be instructed and trained in accordance therewith. The supplier shall never be responsible for damage or costs resulting from the abuse of access and identification codes.

Article 5 - Delivery - Installation

The delivery dates are non-binding and the supplier retains his right to perform partial deliveries. The supplier is not liable for any damage which the client would suffer if the delivery and/or installation would not be performed in time.

Every complaint about the delivery, condition, functioning and conformity of the hardware, software and/or services, shall be notified to the supplier by e-mail, fax or registered letter within a period of 8 days after delivery under penalty of forfeiture. Failing that, the hardware, software and/or services are deemed to be accepted by the client.

When taking delivery of the goods, the client shall immediately mention all (positive or negative) abnormalities in respect of the correct number of parcels and the existence of transport damage in the order list of the carrier. The client shall then notify the supplier of the abnormalities mentioned in the order list by e-mail support@food-it-solutions.com.
If the client signs of on the order list without making additional remarks, he is deemed to have confirmed and accepted the delivery of the correct number of parcels and the absence of transport damage.

The lack of a box or transport packaging upon delivery is deemed to be a shortcoming. The supplier is however only liable for shortcomings is the client has mentioned said lack of a box or transport packaging upon delivery in the order list.

Complaints about the content of transport packaging need to be lodged in writing within a period of 48 hours after delivery after which the supplier will assess said complaint. The supplier retains his right to refuse subsequent delivery or replacement if the complaint would be ill-founded.

A definitive code for the installation of the software will only be provided if the client has paid all funds due to the supplier

Article 6 - Payment

If the client does not lodge a written complaint about an invoice within 8 working days after issuance thereof, he is deemed to have irrevocably accepted said invoice as well as the products and services mentioned therein.

All invoices are payable in cash without any deduction or set-off, except when parties have agreed otherwise in writing. Payments have to be effectuated either at the registered seat of the company or to the financial institutions mentioned in the invoice

If the supplier believes that the solvability of the client is endangered, he shall be entitled - even after conclusion of the agreement - to request the client to provide a guarantee to secure payment of forthcoming deliveries. The supplier shall be entitled to either suspend forthcoming deliveries until the client has provided said guarantee or to unilaterally alter the agreed payment modalities.

Failing payment on the due date, an interest of at least 1% per month shall automatically be charged in accordance with article 1139 of the Belgian Civil Code. Failing payment on the due date, all (extra)legal recovery costs, i.e. a fixed amount of 10 % of the amount due subject to a minimum of 250 EUR, shall be borne by the client.

Failing payment of one invoice on the due date, all other invoices shall immediately become due even when the payment deadlines of said invoices have not yet expired. The payment deadlines of said invoices are therefore equal to the deadline of the first unpaid invoice.

if the client fails to pay the invoices of the supplier, the latter shall be entitled to terminate or suspend ongoing agreements and technical service until said invoices are fully paid, without prejudice to the right of the supplier to claim compensation.

The supplier retains his right to perform partial deliveries and to issue partial invoices. The payment of these invoices shall be effectuated in accordance with the above mentioned rules.

Article 7 - Modifications and additional performances

If the supplier, upon request of or with the prior approval of the client, has provided services falling outside the scope of the agreed services, said services will be immediately invoiced to the client at the applicable tariff rates.

Modification or extension of a system analysis, a design or specifications are considered to be additional performances as well. The supplier shall never be obliged to honour such request and he shall be entitled to require a separate agreement in writing dealing with these additional performances.

The client confirms that the agreed or expected time of completion of the services and the mutual responsibilities of the parties could be influenced by the above mentioned additional performances. Additional performances during the agreement, or the request thereto, shall never entitle the client to terminate the agreement.

If a fixed tariff rate is agreed for the provision of services, the supplier shall – if requested - inform the client of the financial consequences of the above mentioned additional performances in advance.

Article 8 - Guarantee

The following provisions merely reflect the guarantee commitments of the supplier.

a) The client shall only be able to invoke the guarantee commitments undertaken by the manufacturer, importer or main distributor towards the end users up until the deadline determined by the manufacturer, importer or main distributor.
In case of exchange under the guarantee after a defect or malfunction, the original packing of hardware needs to be returned.

b) The supplier shall be entitled to refer the client to a company responsible for products which the supplier does not wish to obtain recognition from the manufacturer, importer or main distributor for providing subsequent delivery services. The supplier shall provide assistance to the client when the latter wishes to invoke the standard guarantee of the manufacturer.

c) The client shall return the products to the maintenance department of the supplier at his own expense, unless the manufacturer, importer or main distributor would provide an alternative standard guarantee for the products involved.

d) The responsibility of the supplier for hidden defects in hardware is limited to the obligation to replace or repair the defective hardware within the shortest possible time.

e) If the supplier has developed the software at a fixed tariff rate, he shall provide free debugging services for 3 months as from the date on which the software was installed. Travel times and costs shall however still be charged to the client.
If the supplier has developed the software on the basis of actual costs incurred (“cost-plus basis”), all services (including the debugging services) shall be charged to the client at the applicable rates for 3 months as from the date on which the software was installed.
The guarantee provided by the software developer or subcontractor shall be applicable to the software which was not developed by the supplier.

f) Facilities at the disposal of the supplier. The client shall provide or make available to the supplier all facilities of good quality which are necessary for the adequate performance of the agreement (such as free access to the products and the products connected therewith, information in order to make a diagnosis, internet connection, electricity, telephone, presence of a staff member of the client who personally uses the products, is aware of the needs of the company and provides any required assistance).
If these conditions are not complied with, the supplier shall issue a separate invoice for any useless visit resulting therefrom at the applicable tariff rates. In exceptional circumstances, should a date of completion have been scheduled and useful time have been lost and, the intended deadline shall be extended with the time lost.

g) Limitations
The following circumstances (external causes) are not covered by the guarantee

The delivery of consumables;
Delivery of batteries, except for “dead on arrival”;
The delivery or replacement of fusers, input/output rolls, the maintenance kit required by the constructor, unless agreed otherwise;
Taking software backups and/or restores, unless agreed otherwise;
Virus scanning, removal of computer viruses;
Improper or abnormal use of operation, negligence of the client or his appointees, fire, defects in the electrical system or wiring, fall of or insertion of external objects, accidents, vandalism, use of products in a dusty or inadequate environment, static electricity, non-compliance of the client with local specifications, every other cause of a non-IT nature, voltage fluctuations, external magnetic field;
Illegitimate summoning;
Every repair or maintenance, every human adjustment or amendment not authorized in advance by the supplier in writing, unless explicitly approved by the constructor involved. Moreover the client shall bear all risks of any damage resulting therefrom;
Force majeure events described in article 11;
Irregular functioning of hardware which the delivered products are connected with;
Damage or defect caused by software and interfaces which have not been delivered by the supplier;
Restrictions imposed by the constructor or subcontractor;
Any return to the supplier without his prior written approval;
Performances for which the constructor makes available the necessary facilities so that the client could perform repair or replacement works himself, including but limited to replacement of CRU-parts (Client Replaceable Unit parts) such as a keyboard, computer mouse, speaker, memory, hard disk drive or any other part which can easily be replaced;
Non-compliance with the technical specifications (if indicated);
Deficiencies (“bugs”) in respect of data processing;
Interventions resulting from software error notifications, bugs, biosupgrades, software updates;
Replacement or cleaning of media and user equipment, including but not limited to diskettes, print ribbons and heads, potential repair of damage caused by the use of media and/or consumables which have not been delivered by the supplier;
Repair or replacement of parts of which the usual lifespan is less than the guarantee period because of their quick wear and tear such as lamps, cathode ray rubes, backlight TFT display, …;
Painting or embellishing the involved materials or parts thereof, changing characteristics, adding or removing parts;
False information about the products in respect of which the guarantee is invoked;

In all these circumstances, the spare parts as well as the time spent and costs incurred shall be invoiced at the applicable tariff rates.

The client confirms that he has been fully informed by the supplier of the characteristics, operation, usability and usage restrictions of the hardware and/or software and possible adaptation, installation, integration and extension issues which may occur.

The client shall be solely responsible for the suitability of the hardware and/or software to achieve the results intended by the client. Under no circumstances the supplier could be obliged to take back or replace the inappropriate product if the client makes the wrong choice of products or inadequately specifies the products in the purchase order.

The supplier can never be held liable for direct or indirect damage suffered by persons or products as a result of the usage of hardware and/or software.

The supplier shall point out to the client that, when using dial-up connections, it is possible that the connection could automatically open or remain open as a result of external elements and/or hardware connected therewith. Under no circumstances the supplier can be held liable for the resulting communication costs.

Under no circumstances the supplier can be held liable for the consequences of using the internet after internet installations or performances, nor can he be held liable for hacking, abuse of information, damage to or loss of data, the content of the website(s) of the client and the compliance of said website(s) with the existing legislation and regulations, the quality of the telephone connection or the leased line, etc.

h) If hardware and/or software issues fall outside the scope of the guarantee, all costs incurred by the client in order to seek a solution shall be fully borne by the client, regardless of the outcome.

Complaints need to be lodged within 8 days after the defects have been noticed. Said complaints are only taken into account if no arrears of the client have been established.

Article 9 - Retention of title

The delivered hardware and parts thereof, as well as hardware and parts built in another device, are the property of the supplier as long as the client has not fully paid the principal amount, interests and/or lump sum fees (if applicable) which are due. The supplier shall be entitled to invoke the retention of title without prior (formal) notification.

The client shall bear the costs resulting therefrom, if any. The client shall allow the supplier to take back the delivered products at any time or place. The client shall immediately give the products concerned back to the supplier and grant him access to the premises concerned, if needed. Except when the supplier cooperates, the client shall not be entitled to transfer the ownership of the hardware or parts thereof which are not yet fully paid to third parties, or to grant any security to third parties (to be interpreted in the broadest sense), failing which the purchase price immediately shall become due without prejudice to the rights of the supplier arising from said retention of title.

Article 10 - Risks

The risks associated with the hardware, software or data which are the subject of the agreement shall pass to the client upon delivery. The client shall bear the costs of taking out insurance for said risks.

Article 11 - Force Majeure

Neither Party shall be liable for any damage suffered by the other party if obligations arising from the agreement - except for payment obligations - cannot be performed as a result of a force majeure event, coincidence, interruption or delay in deliveries of the manufacturer or subcontractor

Force Majeure is to be equated with unforeseen circumstances regarding persons and/or materials which are (planned to be) employed or deployed when performing the agreement and which render the performance of the agreement impossible, very difficult or disproportionately expensive so that the instant performance of the agreement cannot be expected anymore from the other party.
The following non-exhaustive circumstances are considered to be force majeure events: strikes, blockades, traffic congestions, accidents, epidemics, natural disasters and legal or administrative restrictions.

Article 12 - Confidential Data - Intellectual Property Rights

a) All data which the parties receive during the agreement from each other and of which they know (or should know) that they are a confidential nature, need to be kept secret unless it is legally obliged to disclose these data. All technical and commercial information is to be considered confidential. The party receiving confidential data shall only use them in order to achieve the goal for which said data were issued. Data are in any case to be considered confidential if a party has indicated that they are confidential.
The client guarantees that the software and all information provided therewith are considered to be trade secrets of the supplier or the software developer

b) All intellectual and industrial property rights in respect of the software, websites, data files, hardware or other goods such as analyses, designs, documentation, reports, purchase orders as well as preparatory material developed, designed, supplied or made available during the agreement, shall remain the exclusive property of the supplier, his licensors and his subcontractors. The (temporary) presence of the sour code of the software in the premises of the client does not affect this.
The client shall merely obtain a personal, non-transferable and non-exclusive right to use all the software and documentation – provided by the supplier if applicable - in respect of the service during the performance of the agreement. The client shall not obtain any other or more far-reaching right to multiply software, websites, data files or other materials

c) The client and his appointees shall not be allowed to make adaptations or amendments to software, to circulate software to third parties nor to let third parties use it, not even if the sour codes are present in the premises of the client.

The client is entitled to rectify errors in the software made available to him in accordance with the other provisions of these terms & conditions if such would be necessary to use said software. The wording ‘errors’ in these terms & conditions have the following meaning: ‘the failure to substantially comply with the functional or technical specifications which were notified in writing by the supplier, or in case of customized software: ‘the failure to substantially comply with the functional or technical specifications which were explicitly agreed by the parties in writing.’. The client needs to prove ‘errors’ and establish that such error is reproduceable. The client is obliged to immediately notify the supplier of any errors.

d) If the supplier is willing to transfer an intellectual or industrial property right by way of derogation from article 12.b, such transfer can only be explicitly effectuated in writing. If parties have explicitly agreed in writing that intellectual or industrial property rights in respect of software, websites, datafiles, hardware or other materials developed for the client would be transferred to the client, the supplier shall still be entitled to freely use and exploit the parts, general principles, ideas, designs, documentation, works, programming languages, etc. which said development is based on, whether for his own account or for third parties. A transfer of intellectual or industrial property rights shall also not affect the right of supplier to make developments for his own account or for third parties which are similar to developments made for the client.

e) The client shall not have permission to remove or amend any indication in respect of the confidential nature or the copyright, trademarks, trade names, or any other intellectual or industrial property rights arising from the software, websites, datafiles, hardware, materials, manuals or other documents.

f) The client shall be allowed to take technical measures in order to protect the software or in respect of the restrictions regarding the agreed period during which the client is entitled to use the software. The client shall not have permission to remove or avoid said technical measure. If security measures lead to the inability of the client to make a back-up copy of the software, the supplier shall make a back-up copy available to the client (if requested).

g) Unless the supplier had made a back-up copy available to the client, the client is entitled to make one back-up copy of the software which the client is only entitled to use in order to avoid involuntary loss of possession or damage. The back-up copy shall only be installed after involuntary loss of possession or damage. A back-up copy is equipped with the same labels and copyright indications which the initial copy is equipped with (see article 12.E).
The client shall only be entitled to make other copies if explicitly approved by the supplier in writing.

h) The supplier shall hold the client harmless against any legal claim initiated by a third party based on the allegation that the software, websites, datafiles, hardware or other materials developed or made by the supplier himself violate the Belgian legislation in respect of intellectual or industrial property rights, however provided that the client shall immediately notify the supplier in writing of the existence and content of the legal claim and that he shall leave the handling of the case including potential settlements entirely to the supplier. In this respect, the client shall provide the necessary authorizations, information and assistance to the supplier in order to defend himself against these legal claims in name of the client. This obligation to hold harmless expires if the alleged violation is related to (i) the materials provided by the client to supplier in order to use, process or incorporate them, or (ii) amendments by the client or third parties to the software, websites, datafiles, hardware or other materials. If it would be irrevocably established in legal proceedings that the software, websites, datafiles, hardware or other materials developed or made by the supplier violate any intellectual or industrial property right of a third party or if the supplier believes that such violation is likely to occur, the supplier shall – if possible - ensure that the client will be able to continue to freely use the software, websites, datafiles, hardware or other materials delivered by the supplier or continue to use software, websites, datafiles, hardware or other materials which are functionally equal, for example by amending the parts causing the violations or by obtaining a right of use for the client. If the supplier believes that he cannot ensure the client’s free use of the delivered goods without making unreasonable (financial) efforts, the supplier shall take back the delivered goods and pay back the acquisition expenses less a reasonable user fee. In this respect, the supplier shall consult with the client before making a decision. Any other or more far-reaching liability of the supplier or obligation of the supplier to hold the client harmless against violations of intellectual or industrial property rights of third parties is entirely excluded, including liability of the supplier or the obligation of the supplier to hold the client harmless against violations arising from the use of software, websites, datafiles, hardware and/or other materials (i) in a form not modified by the supplier, (ii) in connection with goods or software not delivered or provided by the supplier or (iii) in a way which is different from the intended purpose of the software, websites, datafiles, hardware and/or other materials.

i) The client shall guarantee that no rights of third parties prevent the client to supply hardware, software, materials intended for websites (imagery, text, music, domain names, logos, etc.), datafiles or other materials such as design material, which are to be used, processed, installed or incorporated. The client will hold the supplier harmless against any action based on the allegation that making available, using, processing, installing or incorporating hardware, software, materials intended for websites (imagery, text, music, domain names, logos, etc.), datafiles or other materials such as design material, would violate any right of third parties.

j) If a client does not comply with his obligations mentioned in this article, he shall be obliged to indemnify all damage arising from this violation with a minimum of 5 times the sales value per software unit which would be illegally distributed. If the actual damage would exceed this number, the supplier shall be able to prove the actual damage with al legal means.
Moreover, the supplier is entitled to terminate the agreement without prior written notice and to immediately recover the system including all accessories.

k) The supplier is entitled to show his works and performances to potential principals. The supplier retains his right to use the increased knowledge (acquired during the performance of the works) for other purposes provided that he shall not inform third parties of any confidential information.

Article 13 - Transfer of staff memebers - Privacy

Every party shall not directly or indirectly, for the duration of the agreement as well as one year after termination thereof, hire or employ staff members of the other party who are or were involved in the performance of the agreement without prior written approval of the other party. The supplier shall not refuse his consent if the client has offered him a suitable indemnification.

The client holds the supplier harmless against claims of persons of which the personal data are registered or processed for a personal registration done by the client or for which the client is otherwise legally responsible, unless the client would prove that only the supplier would be to blame.

Article 14 - Breach of contract

If the client wholly or partially cancels his order or fails to take possession of all the goods or services or a part thereof, the supplier shall be entitled to either terminate the agreement or to demand the performance thereof.

If the supplier wishes to terminate the agreement, the agreement will automatically be extinguished to the disadvantage of the client within 10 days after the supplier or his representative/agent has sent a notice of default by means of a registered letter

Software equipped with special entry codes cannot be cancelled.

The damage suffered by the supplier is presumed to be minimum 50% of the value of the order or the part which was not completed, provided however that the supplier shall be entitled to provide evidence of the actual damage by all legal means if said damage would be higher.

The supplier shall be entitled to terminate the agreement without prior written notice if the client has requested a deferment of payment, if he would be bankrupt, insolvent or if he would have initiated judicial reorganization proceedings.

Article 15 - Liability

The liability of the supplier arises from a commitment in terms of effort and is limited as follows:

a) The supplier shall be obliged to repair damage caused by actions of himself or his employees at least if the client has actually proved such damage, however provided that the liability of the supplier does not exceed either the amount due by the client in respect of the delivery or service involved or the fixed amount of 50.000 EUR, whichever is the lowest, and irrespective of whether the claim in initiated on a contractual or extracontractual basis.

b) The supplier is not liable for the following costs:

Indemnification for any indirect damage; financial and commercial losses; increase in general costs; disturbance of planning; loss of (expected) profit, capital or clients; etc.;
Indemnification of all direct or indirect damage resulting from the use of the delivered product itself;
Indemnification of damage wholly or partially caused by hardware or software delivered or developed by third parties or by any other element existing in the company of the client or inserted in the company of the client after conclusion of the agreement;
All claims initiated by a third party against the client;

Article 16 - Reconstruction of data and programs

The client is solely responsible for initiating procedures enabling him to reconstruct lost or amended files, data or programs at any time, irrespective of the cause of the loss or amendment.

a) The client shall always have the necessary back-up copies of his computer programs, files and data at his disposal.

b) The responsibility of the supplier in respect of viruses is limited to the installation of antivirus programs at least if the client has explicitly ordered this with the supplier. The supplier can never be held liable for the presence of viruses in the system of the client and the consequences thereof.

Article 17 - Import and Export

The client guarantees to comply with all applicable import and export regulations. Moreover, in case the client does import and export himself, he shall hold the supplier harmless against any liability arising from a violation of applicable import and export regulations. In these circumstances, the client – and not the supplier – is presumed to be the exporter and/or importer.

Article 18 - Applicable Law - Jurisdiction

The agreements are governed by Belgian law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention).

Before initiating any legal proceedings, the client shall notify the supplier of complaints about the functioning of the hardware and/or software under penalty of forfeiture.

The client shall be entitled to verify the merits of the complaints until one (1) month after being notified thereof.

The parties shall try to reach an amicable settlement in case of a dispute.

Any legal claim – arising from the agreement between parties – expires after a period of 4 years after the arising of the underlying cause of the legal claim.

Alle rechtsvorderingen – op basis van de overeenkomst tussen partijen – verjaren na een periode van 4 jaar na het ontstaan van de onderliggende oorzaak van de rechtsvordering.

The Commercial Courts of Antwerp, division Antwerp has exclusive jurisdiction to hear any dispute arising from this agreement in respect of both national and international transactions.