1- Object and opposability
These general conditions of sale (hereinafter the “GSC”) govern the relationship between INL, a private limited liability company incorporated under Belgian law, with its registered office at Chaussée de la Hulpe 150, à 1170 Watermael-Boitsfort, registered in the register of legal persons (Brussels) under number 871.337.241 (hereinafter, the “Service Provider”) and its customers (hereinafter, the “Customer”). Except contrary convention express and made in writing, the present GSC are applicable to all goods and services, quotes, orders, conventions and invoices delivered by the Provider. The Service Provider is only bound by the provisions of the orders he has made, by the special agreements that he has concluded and by these GSC. The application of any other provision is excluded. This applies in particular to the general conditions of the Customer as well as for any communication or negotiation written or oral prior to the acceptance of an order.
2- Offers and quotes
The offers and quotes made by the Provider are only indicative and are always revocable. Their duration and their validity is of 30 days maximum, except express provisions derogatory on the part of the Provider. The offers and quotes are based on the indications given by the Customer. Any modification of these may result in a price revision.
An agreement is concluded only after written acceptance by the Customer – or his authorized representative for this purpose – of an offer or an estimate in accordance with Article 2 of these GSC, or after first delivery of products accepted by the Customer. Upon acceptance of an offer or quotation, the Service Provider will issue a purchase order relating thereto. If the actual delivery takes place before the express written acceptance of the Customer or its authorized representative, the agreement is presumed to have been concluded on the actual delivery date.
Any order or additional work will result in the establishment either of an order written by the Customer, or confirmation of order by the Provider. The cancellation or modification of the order by the Customer, whether total or partial, if it takes place after the conclusion of the agreement, will only be possible with the express written authorization of the Provider. If the Customer cancels the order in whole or in part, he is obliged, in addition to the payment of any services already performed, to compensate the Service Provider for all expenses and for all work already undertaken, including the costs incurred by the suppliers / under as well as for the loss of profits on the non-executed part. If a deposit has already been paid in accordance with Article 8, it remains the Purchaser and will be deducted from the compensation due.
Unless expressly stated otherwise on the order form, the information concerning deadlines are given as an indication. The agreed deadlines are extended by the possible delay of the Customer in the implementation of the elements which the Service Provider needs to accomplish his task or by the late payment of the agreed price and / or deposit. A delay in the delivery of the products or services can in no case entail the right to cancel the order and / or the termination of these Terms and the payment
of any compensation. If staggered deliveries are planned, each delivery must be considered separately as a separate agreement, so that events affecting a particular delivery do not affect the next delivery.
6- Risk transfers – deliveries
Upon acceptance by the Customer in accordance with Article 3, the risks shall be borne by the Customer, unless otherwise specified. Documents, goods, projects, etc., of the Customer that are in the possession of the Service Provider are at the risk of the Customer. The Customer expressly exempts the Service Provider from any responsibility, and more particularly in the case of any damage or total or partial loss, for any reason whatsoever. The Service Provider will take all reasonable measures to avoid the occurrence of damage to the Customer during the delivery and / or custody of documents, goods, projects, etc.
To be valid, any complaint or refusal must be communicated by registered letter within five (5) calendar days following the delivery of the goods or the provision of the service. If the Customer is in default of receiving goods or services, the five (5) calendar days mentioned above shall commence on the day of receipt of the invoice. The absence of any dispute under the foregoing provisions means for the Customer the unconditional acceptance of the delivered product, the service provided and the invoice relating thereto. The use of part of the delivery (goods, services and / or services) means the automatic approval of the whole. The finding of defects on part of the delivery does not open to the Customer the right to refuse the entire delivery.
8- Prix et paiements
All prices of offers, quotations and / or orders must be considered in EURO, unless specifically mentioned otherwise in writing by the Provider.
All prices quoted in offers, quotes, estimates and / or purchase orders are – to the extent permitted by law – excluded from all Taxes (including VAT, sales tax, goods and services tax, etc.), taxes or customs duties imposed by the tax authority (“Taxes”). The Customer is responsible for the payment of all Taxes related to the use of the products and services of the Service Provider.
The prices mentioned in the offers, quotations and / or order form are those in force on the day of the offer. The offers and quotes of the Provider are based on the information provided by the Customer. Any modification of these may result in a price revision. The Service Provider will inform the Customer of the billing arrangements. Any invoice will be payable within 30 days of the invoice date.
In the event of non-payment on the agreed due date, the amounts due shall be increased – ipso jure and without notice – by default interest, in accordance with Article 5 of the Act of 2 August 2002 on combating against late payment in commercial transactions. In addition, the Customer will be liable for a lump sum and irreducible 10% on the amount of the invoice remained unpaid with a minimum of 100 EUR – without prejudice to interest for late payment referred to in these GSC and any fees due, including legal costs. In the event of failure to pay a deposit or the balance, the services, goods and / or services may be retained by the Service Provider as security for the amounts due. Failure to pay by the due date makes any other claim against the Client automatically recoverable. The complaints are not of such a nature as to suspend the Customer’s payment obligations vis-à-vis other deliveries. Notwithstanding the terms of payment provided above, any restriction of the credit of the Customer
will justify the requirement of security or a fair prior settlement, and this before the execution of orders received.
9- Suspension of obligations
If the Customer is in default of performing the obligations necessary for the proper performance of the tasks entrusted to the Service Provider or paying the invoices in accordance with Article 8, the Service Provider may suspend the performance of its obligations without this being a resolution. Upon the Customer’s performance of his obligations, the Service Provider shall be free to continue to perform his contractual obligations, without prejudice to price changes and delays resulting from this fact. In addition, in case of total or partial persistence of the deficiencies referred to in the first paragraph for a period of 60 days after formal notice, the Service Provider shall consider these as terminating the agreement by right to the fault of the Customer.
10- Property rights
The material transfer of ownership of the agreed services and / or goods takes place only after all outstanding balances pursuant to Article 8 of these GSC and, where applicable, the fees and interest have been fully paid and received. Otherwise, the Customer cannot dispose freely. Unless expressly stipulated otherwise, the Service Provider retains ownership of all intellectual property rights arising, in the Service Provider’s account, from the work and services performed as part of the task entrusted to it. The Customer remains the owner of the materials entrusted to the Service Provider as part of the execution of the agreement. Regarding the creations and materials of third parties necessary for the execution of the agreement, the Customer must always obtain the necessary authorizations and will pay, if necessary, the royalties.
11- Suppliers and subcontractors
The Service Provider is authorized to use third parties (i.e. suppliers and / or subcontractors) in the performance of its obligations, and in the name and on behalf of the Customer, without the prior consent of the Customer.
The Service Provider undertakes to make every effort to provide the services according to the rules of the art and the highest level of professionalism (obligation of means).
The Customer is only authorized to implicate the liability of the Service Provider for damages resulting from the intentional fault or gross negligence of the Provider during the execution of the agreement. The Provider shall in no case be held responsible for any damage caused by a third party.
In any case, the Service Provider cannot be held liable for any indirect consequences, such as the loss of an expected profit, a decrease in its turnover or a loss of customers. Insofar as it is liable for part of the services, the Service Provider can only be liable for damages for the part of the services concerned by the poor performance. Liability for any other form of damage arising from the relationship with the Customer is expressly excluded, unless otherwise provided by law.
13- Force majeure
Are generally considered force majeure all circumstances preventing, restricting or delaying the execution of the agreement, or those leading to an excessive increase in the obligations of the Service Provider. These events exonerate the Service Provider of all liability and give it the possibility, as the
case may be, to restrict its obligations, to break the agreement or to postpone its execution, without this entailing any compensation. The party claiming force majeure shall notify the other party and take all reasonable steps to overcome the temporary force majeure situation.
14- Confidential information
Both parties agree to consider and maintain the confidentiality of any available and non-public information related to the business and activities of both parties, their members, their suppliers / subcontractors, or any other entities with whom the parties have business relationships or with whom they are associated, and which may be obtained by parties from any source or developed under the contract.
The parties agree to retain this information with confidence and discretion and not to disclose such information to any individual, firm or company, or use (directly or indirectly) such information for their own benefit (other than in the contract) or to the benefit of any third party, except with the written consent of the other party. The information is not confidential to the extent that (i) it is in the public domain without being the fault of the party receiving the information; (ii) it was generated by the party receiving the information regardless of its will, (iii) it must be disclosed by law or a valid order of a competent authority or court, and / or (iv) it may be disclosed by the party receiving the information under a pre-contract.
The obligations contained in this provision remain applicable notwithstanding the termination or expiry of the contract between the parties.
If any provision or part of a provision of these GSC is, or is declared by a competent authority or court to be invalid or unenforceable, such invalidity or unenforceability does not affect other provisions or parts of provisions of the GSC which remain valid and retain their full effect.
16- Jurisdiction and applicable law
The agreement, including these GSC, is governed by Belgian law. Any conflicts arising out of or in connection with the agreement or with these GSC fall within the exclusive jurisdiction of the courts of Brussels