ITCE GENERAL CONDITIONS

 1. Scope          

Subject to deferring, written agreement the legal relationship between parties is regulated by these general conditions of which the customer recognizes to have taken knowledge and to have agreed thereto. The conditions have absolute primacy on the customers’ eventual own conditions which will be considered as non-written.

 2. Orders         

All prices, brochures and other product data offered are purely informative and approximate. They do not bind ITCE and do not guarantee any properties. Concerning internet sites, the order is accepted on the moment the customer provides the necessary material (texts, photograph, logos, structure of the site...) to ITCE.

 3. Delivery times          

The delivery times are only given on an approximate basis. Delays legitimate by no means the annulation of the order, the rupture of the contract, a price reduction or any demand for damages.

In case of company impairments, strikes, government measures, coincidence and/or other situations of force majeure, ITCE is dismissed of its supply duty or implementation of the agreement. Under company impairments are also understood the default by ITCE’s suppliers, for any reason whatsoever. ITCE has the choice between termination of the agreement without damages and the extension of the delivery times in this case for the duration of the discontinuance. The choice will be notified by fax or by ordinary letter. Furthermore, ITCE shall be entitled to carry out partly supplies.

The time indications described in the tender are indicative. If delay is incurred, the customer is only able to take the initiative to terminate the mission not earlier than 20 working days after the customer has demanded, by registered letter, to ITCE to undertake action so that the delay insofar as possible is made up for. The customer is responsible for on time delivery of the necessary material so that ITCE is able to deliver the project according to the time agreements.  

4. Intellectual property rights          

In case of development and supply by ITCE of own software, the source code remains at all time property of ITCE. The source code can not be sold or made available free of charge; she can not be revealed or passed on, unless differently agreed upon in writing. In case of development of internet sites, ITCE can not be held responsible for the internet site’s content. The customer agrees to respect all regulations preventing, limiting or regulating the diffusion of a certain type of information. The customer shall hold ITCE harmless for all revendications by third parties on or concerning the internet site’s content. The customer compensates ITCE for any damage or any disadvantageous impact which is the consequence hereof.

ITCE has the right to mention its name, with a hyperlink to the e-mail address or the homepage of ITCE at a convenient place on the internet site. ITCE can incorporate the name of the customer in its own references of implemented projects. These references can have a commercial aim and may be passed on to third parties.

Confidentiality: Both parties agree not to diffuse or communicate confidential information of which they got knowledge during the implementation of the agreement unless written authorization was given hereto. This provision remains effective after the termination of the contract.  

5. Agreement of undetermined term         

The customer can charge ITCE with the hosting and the maintenance of the internet site. Such agreement is entered into for an undetermined period. Such obligation can be cancelled only subject to compliance with the notice periods determined hereinafter. The notice shall be served by registered letter. In case of non-compliance, the customer shall pay ITCE compensation for incurred losses and loss of profits during the non-observed period.

Notice periods: 3 months for a task of periodic nature with an annual turnover up to  25.000 EUR; 6 months for a task of a periodic nature with an annual turnover up to 50.000 EUR; 1 year for a task of a periodic nature with an annual turnover figure of 50.000 EUR or more.

 6. Shipping          

The goods, even shipped carriage paid, travel at the customer’s charge and risk, irrespectively of the person observing the transport and under whose mission whosoever.

For each order, delivered by mediation of ITCE, the customer accepts the courier service chosen by ITCE; this without entailing any transfer of risk. In this case, the customer shall pay a fixed fee in the transport costs for deliveries. The tariffs applicable at that moment shall be communicated by ITCE on first request. Emergency orders are nevertheless entirely at the customer’s expense.

Orders remain available for 5 days. In case of non-collection within this term, the goods are reincorporated in stock.

Return of wrongly ordered goods must immediately be done at the customer’s expense, in their original packing. If the goods are received in good state by ITCE, the price shall be settled.

Each foreign customer shall communicate in advance its VAT number in order to be reviewed by the VAT administration. For goods which are transported across the Belgian border, Article 18 of Belgian VAT code shall apply; the export must be proved by all means of common law. If it shows afterwards that these goods, intended for export, are being resold in Belgium, the customer is exclusively liable vis-à-vis the VAT administration. He shall, if necessary, hold ITCE fully harmless in case the latter is being addressed by the administration.

 7. Prices          

The prices are net prices for packaged material in our warehouses. They are VAT-exclusive and are given only on an indicative basis.

The indicated prices are those applicable on the date of order and are based on the exchange rates of that day. If between the order date and the supply date, an increase in the price should intervene due to stock fluctuations, cost factors or modifications or changes in taxes, ITCE shall be entitled to charge these to the customer, without any preceding notification, without the possibility for the latter to demand the termination of the agreement. Any other price increase, outside the will of ITCE, can also be charged. If the increase amounts to more then 5%, the customer can renounce the purchase, subject to payment of fixed damages of 20% of the purchase price.

 8. Payments         

In case of sale of goods, the invoices are payable cash and without discount, subject to differing agreement at the moment of the order. In case of supply of services the invoices are payable within a period of 30 days after invoice date.

Each invoice remaining unpaid at the expiry date shall automatically and without notification accrue interest of 12% and shall furthermore be augmented with fixed damages of 10% with a minimum of 100.00 EUR and a maximum of 1250.00 EUR.

The non-payment on the expiry day of an invoice makes the due remainder of all other, even non-expired invoices, automatically immediately payable.

Moreover, each non-payment shall justify the suspension of further supplies or the execution of warrantee obligations.

Contrary to Article 1583 of the Belgian Civil Code it is explicitly stipulated that the sold goods remain property of ITCE until complete payment. Up to this moment ITCE preserves the right to recollect the goods, at the customer’s expense.

 9. Complaints          

The customer shall immediately control all delivered goods at reception (through the courier service) on visible damages and/or damage to the packages. These damages must, under penalty of decline, be mentioned on the supply order, the invoice and/or the transport document. The customer shall also check at reception if the provided quantity corresponds with the purchased quantity. Complaints hereabout must be communicated on the day of the supply to ITCE by fax and confirmed within 2 working days by registered letter. The reselling of the goods by the customer annuls the possible liability of ITCE with regard to these visible vices and/or damages.

All other complaints are admissible only if they are notified sufficiently motivated and by registered letter to ITCE within 8 days after supply.

 10. Warrantee          

At the moment of delivery of goods, our warrantee is strictly restricted to the reparation or replacement of the components declared defect, to the exclusion of each demand for damages. The warrantee does not include transport or shipping costs, or travel or relocation expenses.

The warrantee granted by us has been strictly restricted to the warrantee modalities of our suppliers, of which the customer recognizes to have taken knowledge. The normal warrantee period for construction errors, poor functioning or material vices is twelve months after supply. Reparation or replacement does not create extension of the warrantee period.

In case of finding a failure the customer shall reimburse goods in their original packing, at least in a sound and shock-proof packaging.

The components replaced by us remain our property. Our warrantee can under no circumstances count for crack, damage, accident, etc..., resulting from exaggerated or abnormal use, from negligence, wrong maintenance, oblivion or unprofessionalism of those who use of the material.

The warrantee does also not apply to components with fast wear due to their nature or normal use.

Our warrantee expires if goods are entrusted to third parties during the warrantee period for control or reparation, or if the components provided by us were replaced by components not originating from our company.

Our warrantee also expires in case of transfer of the material concerned.

We reject each and any responsibility for damage which is the consequence of errors in software; the reparation or replacement costs associated thereto shall be charged by ITCE.

The customer can under no circumstances modify, even very little, the provided material without explicit, written authorization. The warrantee provisions apply only if the customer has observed its obligations concerning the payment.

When ITCE has determined no failures, the costs of the tests are always charged to the customer, even if these tests are carried out during the normal warrantee period. The invoicing thereof shall happen in accordance with the tariffs common at that moment.

The customer must warrant the copying and keeping of the most important information which a component brought in for reparation can contain, since this information may be lost during the reparation. Under no circumstances ITCE can be held responsible for eventual loss of this information.

 11. Rupture/termination of the agreement          

In case the customer does not comply with its obligations by for example collecting goods within 5 days, the purchase can be automatically and without notification be terminated by registered letter by ITCE. In this case the customer shall pay, next to reimbursement of the costs made by ITCE, fixed damages of 20% of the purchase price.

The agreement shall also automatically and without preceding notification be terminated in case of bankruptcy or apparent insolvency of the customer, in which case the property reservation made by ITCE shall remain applicable.

In case of termination of the agreement by the customer he shall pay fixed damages of 20% of the purchase price.

 12. Competent court          

This agreement is subject to the provisions of the Belgian law. Any discussion concerning this agreement, order or invoice shall belong to the exclusive competence of the courts of Antwerp.