General Terms and Conditions of EuroSys NV – LB Computer Systems (Tradenames of Eurosys NV, KBO n° 0441.941.601)
Premises This is what the following words refer to in the General Terms and Conditions:
- Products: the merchandise and/or services that EuroSys sells via its points of sale and its website www.eurosys.be.
- Buyer: the Buyer/merchant and the Buyer/consumer.
- Buyer/merchant: the natural person or legal entity who buys for professional purposes.
- Buyer/consumer: the natural person who exclusively buys for non-professional purposes.
1.1. Only these terms and conditions govern the contractual relationship between EuroSys and the Buyer who, as a result of the purchase, expressly confirms having read, understood and accepted these general terms and conditions prior to the purchase. Additionally, these terms and conditions shall at least continue to apply when both parties expressly give preference in writing to a deviation from these terms and conditions or to a special agreement.
2.1. Offers always apply only before the time mentioned in the offer. In principle, 30 days after having been created. Orders, agreements or other arrangements are solely valid if these have been confirmed in writing by an authorised representative of EuroSys.
2.2. Offers are made for the Buyer/merchant with all reservation and are without obligation on the part of EuroSys.
2.3. The party signing a purchase order for the Buyer is committed jointly with the Buyer on whose behalf he is acting.
2.4. The Buyer acknowledges having been sufficiently informed by placing the order or upon issuance of the product in view of repairs.
2.5. Any cancellation of the agreement needs to be done by registered mail for the Buyer/merchant. It is only valid provided that EuroSys has expressly accepted it. In the event of such an acceptance, the Buyer/merchant owes a lump-sum compensation of 20% of the value of the agreement in question, unless Eurosys demonstrates more damage, in addition to the compensation of the previously rendered services.
3.1. The delivery and/or implementation periods are determined jointly for the Buyer/consumer and provided for the Buyer/merchant only for information purposes and are not binding for EuroSys, unless expressly agreed upon otherwise between the parties. A delay in the delivery and/or execution can never result in a fine, compensation, dissolution of the agreement or refusal to receive the Product.
3.2. Partial deliveries and/or executions are permitted. EuroSys reserves itself the right to invoice these partial deliveries and/or executions as the work progresses.
4.1. The agreement has been entered into at the prices mentioned on the invoice and according to the payment method provided therein, except in case of mutually agreed upon variations of the original offer that were confirmed by EuroSys.
4.2. All prices do not include VAT and other costs (transportation, packaging, insurance, import and export tax, and the like) for the Buyer/merchant, unless explicitly provided otherwise. The VAT is payable by the Buyer/merchant. EuroSys reserves itself the right to charge 4.00 Euros in extra administrative fees to execute orders that are worth less than 125.00 Euros, VAT extra. Ordering fees in the amount of 9.00 Euros will be due for every order below 50 Euros. Shipping fees in the amount of 12.50 Euros will be charged for every order below 500.00 Euros but higher than 50.00 Euros.
4.3. All prices include VAT and other expenses (transportation, packaging, and the like) for the Buyer/consumer.
4.4. EuroSys is entitled to make changes to the agreement and/or to the agreed price in the event of unforeseen circumstances, and to implement changes in the applicable contract terms and conditions in relation to the Buyer/merchant.
4.5. Repairs and interventions need to be compensated at the usual and applicable rate.
5.1. In case of a purchase made via the website, the Buyer/consumer is entitled to waive the purchase without incurring a fine or giving a reason for a period of 14 workdays from the day that follows the delivery of the Product or the conclusion of the service agreement. The Buyer/consumer cannot exercise this right for: a) services the execution of which was initiated with consent before the expiration of the stipulated 14 days; b) merchandise that was manufactured according to the specifications of the Buyer: c) audio and video recordings and computer software of which the seal was broken.
5.2. EuroSys remains owner of the Products until these have been paid in full. Until then, the Buyer is not entitled to alienate, pledge and make the Products immovable or use these as collateral in the broadest sense of the word.
5.3. On the contrary, the risk with regard to the Products is transferred at the time of the sale.
5.4. Any transportation or shipping is at the expense and risk of the Buyer. EuroSys is only committed to the compensating the transportation expenses even if the product is delivered free to the place of destination.
5.5. Offered licenses are always valid for the period stipulated in the license (1, 2 or 3 years) and are extended for the same period each time, in the absence of notice, which needs to be given at least 3 months prior to the expiration date.
6.1. In the event that Products are rented, this will always result in the creation of a contract with start and end date and the letting. The Products always have to be returned in the condition in which these were at the time of receipt. Defects that are caused during the letting period are recovered from the renter except for manufacturing errors. Products intended for letting are picked up at Grotebaan 190a in Houthalen and need to be returned to that location at the agreed end date before 4PM. If this is not the case, EuroSys is entitled to charging one additional day of rent at a time. Possible shipping costs, lamps and batteries are payable by the renter.
7.1. With the exception of other written conditions, the invoices of EuroSys are payable in cash at the registered office in Houthalen, Grote Baan 190 a, or in Hasselt, Herckenrodesingel 85 a.
7.2. Every invoice of which the amount is not or not completely settled at the expiration date, is increased by law with a lump-sum and non-reducible compensation that is equal to 10% of the amount owed, with a minimum of € 50.00 without requiring proof of default. Furthermore, the law stipulates that arrear interest is owed that is equal to the legal interest rate in accordance with the law of 2 August 2002 to combat the payment arrears regarding commercial transactions with respect to the Buyer/merchant, and equal to the general legal interest rate with respect to the Buyer/consumer, without requiring prior proof of default for this purpose. Every month that has started is hereby considered as a complete month. Partial payments will first be used to cover the expenses, interest and compensations to be deducted from the main balances afterwards.
7.3. In case of non-fulfillment of the agreed payment conditions, all outstanding invoices and/or debts become due immediately and EuroSys has the right, without any proof of default or judicial intervention, to suspend the further deliveries and/or services or to consider the agreement dissolved without prejudice to its claim to damages.
7.4. The payment implies that the Buyer/merchant considers the delivery to be in conformity.
7.5. In the event of a dispute, the Buyer/merchant needs to contest the invoices by means of a certified letter within 8 calendar days upon receipt thereof on penalty of dissolution.
7.6. A possible complaint from a Buyer/merchant shall not be able to result in any postponement of payment; immediate payment can be demanded of what is owed in due course.
8.1. If EuroSys cannot carry out the order due to a case of force majeure, including accidents, war, strikes, lockouts, insurrections, delays of the suppliers, lack of means of transportation, natural phenomena such as volcanic eruptions, etc., EuroSys is entitled to terminate the agreement without owing any further compensation to the Buyer.
9.1. Products should not be exchanged or returned without the written consent of EuroSys, with the exception of the right to recall products as provided in article 5.1.
9.2. The Buyer/merchant must report all complaints with regard to visible and hidden defects within 8 calendar days after detecting the errors by means of a certified letter on penalty of dissolution. EuroSys has hereby the choice of repairing the defects in conformity with the purchase order or paying damages for this.
9.3. The Buyer/consumer has to report all complaints, if the defects are visible, to EuroSys within 2 months after delivery or placement by means of a certified letter on penalty of dissolution.
9.4. The Buyer/consumer has to report all complaints, if the defects were hidden, to EuroSys within 2 months after the day on which the defect was detected, by means of a certified letter on penalty of dissolution. If the defect occurs 6 months after the delivery, the Buyer/consumer needs to prove that this defect already existed at the time of delivery.
9.5. The Buyer needs to enable EuroSys, on penalty of dissolution, to conduct a thorough investigation, which means for Products that the Product is brought in by the Buyer (except in case of damage) in an intact condition and in the original packaging.
9.6. If the investigation shows that the Product is defective, the Buyer/consumer prefers a repair or replacement free of charge. If it appears that this is not possible, the Buyer/consumer has the right to ask for a suitable price reduction or dissolution of the agreement.
9.7. Installation, configuration and software settings never fall under the warranty conditions and are charged at the hourly rate of the technical department. Cost of work will always be charged if Products are offered for repair as being defective and if the examination shows that these are not defective.
9.8. The compensation for which EuroSys can be liable towards the Buyer/merchant based on this agreement, whatever the cause, nature or the object of the claim, is maximum 20% of the invoice value in question. In the event that the Buyer/merchant believes he can claim such a compensation, he needs to prove the defects and his damage irrefutably. He is not permitted to withhold or postpone the payment of outstanding invoices.
9.9. However, it will not be possible to hold EuroSys accountable for:
defects or damage caused by an accident, improper use, use for purposes for which the Products are not intended;
required interventions that are normally the object of maintenance activities;
consequential damage and/or any kind of indirect damage, including loss of use and profit;
consequences of a light and/or regular error on the part of its employees.
10.1. The Buyer is irrevocably committed to not hiring, either directly or indirectly, employees or former employees of EuroSys or its affiliated companies (such as IT Solutions BVBA, NV, Erkawe BVBA, LMB BVBA, Artware BVBA, Quattro Lease NV, Netmedia Europe NV, LB Computer Systems, LBC Services, ICT Xperts). This stipulation applies up to one year after performing the last purchase, or until one year after the end of the collaboration (the last date of the two is taken into account). The Buyer will also not entrust these people with certain orders either directly or indirectly (in the broadest sense possible). In violation of this clause, the Buyer will pay compensation to EuroSys that is equal to 24 months of gross salary, or the potentially foreseeable damage, of the employee or former employee, as it was paid the last time by EuroSys or its affiliated company.
11.1. EuroSys is at all times entitled to use the delivered Products as reference for promotional purposes with the mention of the identity data of the Buyer, unless expressly agreed otherwise.
12.1. These general terms and conditions of sale do not harm the exercise by EuroSys of all other legal or contractual rights it is entitled to.
12.2. The Buyer is prohibited from transferring his rights and obligations under the agreement entered into with EuroSys without the prior written consent of EuroSys. Any unauthorised transfer will be legally void and null.
12.3. A possible default of EuroSys to demand the implementation of the stipulations of these general terms and conditions of sale will not be able to imply the renunciation or dereliction of the application of these or any other stipulation.
12.4. The invalidity of one or more stipulations of these general terms and conditions of sale does not harm the application of the other stipulations.
13.1. The agreement between the customer and EuroSys NV is governed by Belgian law.
13.2. In case of any dispute regarding the validity, interpretation and execution of this agreement and its general (sales)conditions only the following Courts have jurisdiction, without prejudice to EuroSys NV's right to file the dispute in the place of residence of the defending party:
-For disputes ≤ €1,860: the Justice of the Peace Court of the Second Judicial Sub district in Hasselt
-For disputes ≥ €1,860: the Commercial Court in Hasselt, if the defending party is a merchant and the Court of First Instance in Hasselt, if the defending party is a private person.
13.3. All expenses in connection with the collection by means of legal action, including fees, will be charged to the Buyer.