I. General Conditions of Sale, Business and Services
The purpose of these provisions is to define the contractual relations between QUALIPSO and its clients.
They apply to all performance and deliveries by QUALIPSO BV to its clients, both for the sale of equipment and goods as well as for the provision of services or the development of software supplied by QUALIPSO.
They are communicated to the customers by adding them to all quotations, order forms and invoices. A copy of these general terms and conditions available on the company's website: www.qualipso.be. Every time a client makes an calls upon QUALIPSO BV, he shall therefore be deemed to have taken cognisance of these general terms and conditions and accept them without reservation.
Any conflicting general conditions of the customer will not apply, unless after express, prior and written acceptance on the part of QUALIPSO. Barring the publication or communication by QUALIPSO, in any form whatsoever, of a more recent a more recent version, these general terms and conditions will also apply to all future relations between the parties. Except in the case of publication or communication of a more recent version by QUALIPSO, any addition amendment or deviation must be expressly approved in advance and in writing by QUALIPSO.
The fact that QUALIPSO waives the application in favour of any of the clauses of these conditions may not be be construed as a final renunciation on his part of this clause. In the event that any of these clauses or any part of any the clauses in these general terms and conditions should be declared void or inapplicable be declared null and void, all other clauses shall remain in full force and effect.
Article 1 - Duty to advise
QUALIPSO will make every effort to the extent possible to propose to the customer propose a product/service suitable for his specific needs, taking into account the budget determined by the customer for this purpose. In this regard, QUALIPSO shall draw the client's attention to the usefulness of a written explanation of the said needs. QUALIPSO may only be held liable be held liable for the choice of installation if the customer proves that he had made clear what use he wanted to make of the material and what result he wanted to achieve. It is agreed that the advisory duty to which QUALIPSO is contractually committed is an obligation of means.
Article 2 - Quotation
Unless otherwise stipulated, QUALIPSO's offers shall remain valid for thirty days valid.
Article 3 - Order
The order becomes valid only after its express acceptance by QUALIPSO.
Article 4 - Price
Unless otherwise agreed between the client and QUALIPSO, QUALIPSO will invoice QUALIPSO its services and costs on the basis of its usual tariffs which are adjusted annually in line with the evolution of prices and the market without prior warning.
If, after the conclusion of the contract unforeseen and unpredictable circumstances should arise that would make its performance of it by QUALIPSO would be difficult or more expensive, QUALIPSO shall be permitted to suspend or adjust obligations proportionately.
Article 5 - Time limits
QUALIPSO undertakes to carry out its performance within reasonable deadlines perform and, in the event that specific deadlines were agreed upon, to make reasonable make reasonable efforts to meet them.
QUALIPSO cannot under any circumstances be held liable be held liable for any exceeding of deadlines that would be attributable to the customer, third parties or force majeure.
Any change to the order may result to an extension of the deadline. The same applies if the customer delays in the delivery of the documents and information necessary for the proper execution of the order, even if this delay is not attributable to him/her attributable to him.
However, each party will have the right to terminate the contract without compensation, by service with a registered letter, in the event of force majeure or an event which makes the performance of the contract is persistently impeded for a period of more than six months.
Elements of force majeure and unpredictability are more specific, without this enumeration being exhaustive, force majeure and unpredictability cited by QUALIPSO's supplier, delay or interruption of production, cases of mobilisation, war strike, riots or lockout, legal and administrative restrictions, more specifically imports and exports, transport delays, machine breakdown, ...
Article 6 - Intellectual rights
Correspondence, advice, opinions and recommendations emanating from QUALIPSO, are protected by intellectual property rights and may only be be used or reproduced after prior express and written agreement of QUALIPSO. These are specific to a client and a given situation, and therefore cannot be transposed to other situations or other persons, without a new analysis by QUALIPSO.
The customer accepts that the software supplied by QUALIPSO supplied software is subject to the licence conditions, determined by their constructors and of which he acknowledges having received a copy. He shall comply with the provisions relating to the intellectual rights to the said software respect, as determined by their constructors.
The programmes remain the property of QUALIPSO. The customer may only use the software for the agreed hardware. In the event of seizure of the software, the customer will immediately inform QUALIPSO and take all useful measures to have the property rights of QUALIPSO. In the event of failure to do so, he shall bear the costs of the request for separation of the seized goods, brought before QUALIPSO. The customer will take care to expressly exclude the software expressly excluded from any transfer, lease or pledge of his trade fund to a third party.
Any reproduction or transfer, whether or not for remuneration, of the software supplied by QUALIPSO, shall result in the enforceability of a compensation that will not be less than ten times the price of the software.
Article 7 - Cancellation of the order
In case of cancellation of the order by the customer, the latter will owe a preferential and fixed compensation amounting to 30% of the amount of the order, without prejudice to QUALIPSO's right to claim additional claim additional compensation if there is cause to do so.
Article 8 - Payment
An invoice in the amount of 30% of the price will be drawn up at the time of the order. The balance is payable on delivery.
Each invoice is payable in cash, without discount, without deduction and without compensation.
In default of payment, in whole or in part, of an invoice on its due date, the remaining amount shall automatically and interest of 1% per month, and a preferential and lump-sum preferential and fixed damages amounting to 15% of the amount due, with a minimum of EUR 250.
Furthermore, in this assumption, it reserves the right to suspend any other pending order suspend and demand payment of any other invoice, even if it is not yet not yet due.
Article 9 - Liability
QUALIPSO's liability shall be limited to the repair of direct damage resulting from a serious fault on the part of QUALIPSO or one of its appointees.
QUALIPSO can never be held liable for any indirect damage such as loss of data, software or machine time, financial or commercial damage, loss of profit, increase in overheads, disruption of planning, etc.
Any claim must be reported in writing to QUALIPSO no later than eight days after its occurrence be reported in writing to QUALIPSO.
QUALIPSO cannot under any circumstances be held liable be held liable for damages resulting from delays in delivery by its suppliers, hidden defects in the hardware or damage caused by the customer or damage caused by a third party.
The customer accepts his responsibility for the protection and safeguarding of its own data.
QUALIPSO will not be held liable be liable for damages resulting from the suspension or early termination of the contract that is not due to its serious fault.
QUALIPSO conducts its performance, analyses and studies according to the rules of the art in this field. The obligations of QUALIPSO fall within a means commitment and not a result commitment.
Article 10 - Non-transferability
The customer cannot transfer this agreement in any way without the prior and written consent of QUALIPSO.
Article 11 - Confidentiality
QUALIPSO undertakes to do its utmost to ensure the protect the confidentiality of information that QUALIPSO might learn in the context of the provision of services to the client.
Article 12 - Dissolution
QUALIPSO reserves the right to terminate by operation of law and without judicial intervention, to put an end to all current orders and contracts, or to suspend them:
(a) In the event of a breach of the payment obligations provided for in Article 8;
(b) For breach of the obligations relating to intellectual property rights provided for in article 6;
(c) In the event of liquidation, concordat, bankruptcy, bankruptcy, insolvency or death of the customer.All this without prejudice to QUALIPSO's right to seek full reparation of its losses suffered.
Article 13 - Jurisdiction
Belgian law is applicable to the relations between QUALIPSO and the customer. In the event of a dispute, the courts of Nivelles (Nivelles) are exclusively competent competent.
