GENERAL TERMS AND CONDITIONS OF SALE

GENERAL PROVISIONS

These terms and conditions concern the sale of Products and the supply of Services offered by CONCRIT to the client with the exception of derogatory conditions expressly agreed in the Special Conditions. By placing an order for Services or Products with CONCRIT, the CLIENT unreservedly accepts these general terms and conditions of sale which prevail over any other document issued by the CLIENT, including their own General Terms and Conditions of Purchase. The Parties declare that this Agreement may not be interpreted or considered as constituting a company act, a consortium with corporate status or, moreover, a joint venture or a de facto or created company. If one or more clause(s) or provision(s) of this Agreement are held to be invalid or declared invalid pursuant to the Law, a regulation or the final decision of a competent court, the other clauses and provisions shall retain all their effect and validity. The fact that one of the Parties does not raise the issue of the other’s failure to comply with its obligations shall not be interpreted as a waiver of the right to raise the issue of any subsequent failure to comply with the same or other obligations, or as a waiver of the right to enforce the said obligations.

INTELLECTUAL PROPERTY

Each Party retains ownership of their Proprietary Knowledge and more generally of all the Intellectual Property Rights that they held prior to the date of signature of the Agreement. For the purposes of the execution of the Agreement, and for this sole purpose, CONCRIT and the CLIENT grant each other a non-exclusive right of use, free of charge, of their Proprietary Knowledge that may be necessary to use and/or develop the Products or Services that are the subject of the Agreement, so that this Proprietary Knowledge may not be used by the other Party for other purposes. This right of use is granted to the Parties only and shall not be transferable to a third party without the express prior authorisation of the other Party. Unless otherwise expressly stipulated in the Special Conditions, any Intellectual Property Rights developed by CONCRIT during the execution of this Agreement shall remain the exclusive property of CONCRIT. The client guarantees that they have acquired the rights to reproduce the texts, documents, plans and photos that they give us to reproduce. We fulfil orders received under the sole and full responsibility of the client who undertakes to indemnify us for any damage incurred in the event of a challenge by a third party, including defence costs.

CONFIDENTIALITY

The documents, data, expertise, technologies, specifications relating to Products, manufacturing processes, prototypes, models, plans, drawings and/or economic information, etc. and/or technical, commercial, marketing methods, etc. (hereinafter ‘Confidential information’) communicated by one of the Parties to the other Party within the framework of the Agreement must be secured and kept strictly confidential for a period of five (5) years from the date of disclosure and shall in all circumstances remain the property of the Party disclosing the Confidential Information. The Parties shall take all necessary measures in relation to their staff to ensure the secrecy and confidentiality of the Confidential Information under their responsibility. The recipient Party shall have no obligation and shall not be subject to any restriction with respect to the Confidential Information if they can prove:

  • that it was lawfully communicated to the public prior to or after its disclosure and in the absence of any fault or fraud attributable to them; –
  •  that it was already lawfully in their possession prior to receiving it;
  • that it was lawfully received without restriction or breach of confidentiality obligations;
  • or that the disclosure of such Confidential Information is required by applicable Law, or by a decision of a court or a competent administrative authority.

TRADE REFERENCE

Any communication or publication relating to Deliverables must bear the VIZION logo in the dimensions, colours and shape as provided by CONCRIT. CONCRIT will be free to reproduce, publish and distribute the Deliverables on any medium and for any purpose. Unless expressly stipulated otherwise, the CLIENT authorises CONCRIT (under the VIZION banner) to quote its name as a trade reference.

DELIVERY – CONFORMITY

Unless otherwise stipulated in the Special Conditions, CONCRIT is deemed to have fulfilled its duty to deliver on the date the Deliverables are downloaded by the CLIENT under the procedure defined in the Special Conditions or otherwise specified by CONCRIT. Conformity of the Deliverables as per the Specifications must be checked by the CLIENT before downloading them. Any claim concerning the Deliverables which is not made prior to downloading the Deliverables will be null and void. The Deliverables will be deemed to comply with the Specifications upon delivery as defined above. From the time of delivery, CONCRIT cannot be held responsible for any lack of conformity whatsoever. Under no circumstances can the lack of conformity of the Deliverables give rise to any compensation by CONCRIT.

TIME FRAME

The time frames mentioned by CONCRIT in this Agreement are for information purposes. Therefore, CONCRIT cannot be held liable to the CLIENT for any delay in the performance of the Agreement. Any delay caused by the CLIENT, in particular due to the late communication of documents, providing incomplete or incorrect data, delayed approval of documents, options or functionalities required by CONCRIT, will result in the delivery date of the Service or Product being postponed for a period of time at least equal to the delay caused by the CLIENT.

MODIFICATIONS

During the execution of the Agreement, CONCRIT will submit elements to the CLIENT for modification, rectification, or approval. In such cases, the CLIENT must respond within the reasonable number of days specified in the special terms and conditions established and provided by CONCRIT. Any changes to the Input Data, documents and information provided by the CLIENT will require the signing of an amendment to this Agreement by the Parties.

PRICE

Products and Services shall be invoiced in accordance with the terms and conditions provided for in the Special Conditions of this Agreement. Prices are valid for three (3) months from the date of issue of the quote, unless otherwise specified. Prices of Services may be modified due to variations in economic components between the signing of the Agreement and delivery, in accordance with indexation terms provided for in the Special Conditions. The figures given in our offers, quotes and order forms will only be binding for us to the extent that the client does not make any changes to the project used as a reference. Any special or urgent work will be subject to a price increase. Cancellation of any order prior to the start of execution will AUTOMATICALLY give rise to the payment of a penalty calculated on the basis of the loss suffered by us as a result of the termination of the Agreement. This penalty shall be 50% of the value of the order.

PAYMENT

All orders shall be confirmed by a deposit equivalent to 50% of the total amount of the order, excluding VAT, paid into CONCRIT’s account. Only when this amount is received by CONCRIT will the order be deemed valid, and the work be scheduled. Any delay in the payment of the deposit is likely to cause an equivalent delay in the schedule for carrying out the work initially transmitted to the CLIENT by CONCRIT. Unless otherwise stipulated, the prices are payable by bank transfer in Euros (€) to CONCRIT’s head office, within thirty (30) days of issuing the invoice. No discount shall be granted for early payment. The transfer of ownership of the Deliverables is suspended until full payment of the price by the CLIENT, even in the case of a payment extension. Payment shall be deemed to be the effective payment of the agreed price, costs, and any other sums due under the Agreement into CONCRIT’s account. Any clause to the contrary, in particular in the general terms and conditions of purchase, is considered to be invalid. The transfer of risk shall take place upon delivery of the Deliverables. On the day following the due date, failure to pay will give rise to late-payment penalties, payable immediately, at an annual rate set at three times the legal interest rate, ipso jure, without prior formal notice. Furthermore, and without the need for prior notice, the unpaid amount will be increased, in addition to the default interest and ipso jure, by flat-rate compensation of 15% of their total amount with a minimum of €50 by way of damages, excluding collection fees. This will be payable in addition pursuant to the law. Non-payment of an invoice will render all other invoices payable. The issuing of a claim regarding the work carried out shall not release the client from their obligation to pay the price on the due date. Additionally, in the case of non-payment on the due date, CONCRIT reserves the right to suspend the delivery or execution of other Products and/or Services ordered by the same CLIENT, without prejudice to the compensation of the damage suffered by CONCRIT as a result of non-payment.

GUARANTEES

Given the nature of the Deliverables ordered, CONCRIT is bound by an obligation of means. The Deliverables are excluded from any guarantee to the benefit of the CLIENT in the case of a defect or fault. With the exception of all other legal, regulatory, or contractual provisions, CONCRIT guarantees the Deliverables comply with the Specifications, subject to Article 6 and the following conditions. In order to assert their rights, the CLIENT must, under penalty of forfeiting any action relating thereto, inform CONCRIT, by registered letter with acknowledgement of receipt, of any event likely to trigger its guarantee, within a maximum period of fifteen (15) days from the date it was discovered. CONCRIT will, at their own expense, correct the defects found or replace the defective Products. Any intervention by a third party to repair or rectify the defects found must be approved in writing by CONCRIT, failing which the present guarantee will lapse. The guarantee is not applicable in the following cases: fault, negligence, normal wear and tear, modification, alteration of the Products or Services by the CLIENT or by a third party at the request of the client. CONCRIT’s guarantee is not applicable either for any damage or errors resulting from the installation and testing of the Products and Services by the CLIENT.

LIABILITIES

The CLIENT shall remain solely responsible for ensuring the Deliverables are suitable for their needs, for the use they make of them, for the qualification and competence of their staff and for the suitability of the environment in which the Deliverables will be used. The CLIENT shall bear the risks related to the use and operation of the Deliverables, as well as those related to the results and performance of the Deliverables. CONCRIT shall not be liable for any damage resulting directly or indirectly from the use, purchase, or resale of the Deliverables. Under no circumstances shall CONCRIT be held responsible for any damage or delay which may arise from an event of force majeure as defined in article 14 or from a delay by the CLIENT as provided for in article 7.

NON-SOLICITATION

The CLIENT shall expressly refrain from directly or indirectly soliciting for employment or employing any member of staff employed at CONCRIT, or any company over which CONCRIT has control, for the duration of the Agreement and for a period of one year after its termination. The CLIENT will ensure that the other companies in the group to which it belongs observe this condition. In the event of non-compliance with this condition, the CLIENT will be obliged to immediately pay CONCRIT, as a penalty clause, a fixed indemnity equal to six times the amount of the last gross monthly salary of the person solicited or hired, plus all the costs of recruiting a replacement.

FORCE MAJEURE

In the event of force majeure hindering the execution of the Agreement as defined below, CONCRIT and the CLIENT will jointly and equitably discuss and adjust the terms of the Agreement. Cases of force majeure within the meaning of this clause include

  • Computer failure;
  • Network connectivity failure
  • Any unforeseeable, unavoidable event beyond the control of the Parties.

The fulfilment of obligations by the Party suffering from the case of force majeure will be suspended for the duration of the incident, provided they notified the other Party as soon as possible. If the Parties fail to reach an agreement within thirty (30) days of the notification of the request, the Agreement shall be terminated ipso jure. The request does not in itself give the party submitting it the right to suspend the performance of its obligations.

APPLICABLE LAW AND JURISDICTION

The full relationship between CONCRIT and the CLIENT is governed by Belgian law. However, it is expressly agreed that the United Nations Convention on Contracts for the International Sale of Goods, signed in Vienna on 11 April 1980, shall not apply. Any dispute pertaining to the Agreement which could not be settled amicably, will be filed with the Commercial Court of Liège.

GENERAL TERMS AND CONDITIONS OF PURCHASE

By accepting this order, the supplier acknowledges our general purchasing conditions. Any departure from these conditions shall be agreed in writing. The goods travel at the seller’s risk, even in the case of free carriage. We reserve the right to return a delivery that does not correspond to this order. In case of a failure to meet the delivery deadline, we reserve the right to cancel the order. We pay invoices within 60 days net end of the month after receiving the invoice. We do not accept cash on delivery under any circumstances. Any dispute shall be submitted to the Commercial Court of Liège.