Article 1 - General
These general conditions apply to all orders accepted by 2H CENTER BV, to all subsequent modifications and extensions of such orders, as well as to all related work.
These general terms and conditions are transmitted to all potential customers together with our quotations or estimates.
By signing an order form, the buyer acknowledges to have taken note of these general terms and conditions and to accept them fully and unconditionally.
Unless otherwise stipulated in writing, the present general conditions take precedence over any general purchasing conditions of the purchaser.
Article 2 - Establishment of the agreement
Quotations or estimates cannot be considered as an offer to contract.
All orders must be in writing. An order only counts as an offer to contract.
An agreement to purchase products put on the market by 2H CENTER BV is only concluded upon explicit approval of an order and upon receipt of payment of the advance as stipulated in article 3. If no explicit approval is communicated to the buyer within five working days following receipt of an order form, approval is tacitly assumed to have been given and the advance payment mentioned above becomes payable.
Under no circumstances will orders be accepted for products whose content is deemed contrary to public order and morality. In such a case, the discovery of software with the aforementioned content shall give rise to the cancellation of an order, without any compensation. If applicable, the client shall be refunded any advance payments already made.
Article 3 - Prices
Unless otherwise agreed in writing, the invoiced prices will be those in force at the time of acceptance of the order.
All prices are net prices and are calculated ex works.
All prices are exclusive of V.A.T. All other levies, duties or charges, however named, which may be payable on account of the delivery of the contract product, shall be borne by the buyer.
On receipt of acceptance of the order or after the expiry of five working days from receipt of an order form, a down payment equal to fifty percent of the contract value becomes due.
An order is only taken into production upon receipt of the aforementioned advance payment.
The goods ordered shall only be delivered upon receipt of the balance of the price or if a sufficient guarantee has been provided for the payment of the price, for example by means of a bank guarantee at first request.
In all cases, 2H CENTER BV remains the owner of the goods sold until receipt of full payment of the purchase price and any appurtenances.
Article 4 - Delivery of materials
Unless otherwise agreed in writing, the customer is responsible for the delivery of the software to be applied to the product.
By signing an order, the buyer acknowledges that he is the rightful owner of the software to be applied to the product.
The buyer undertakes to supply directly usable materials which are delivered in accordance with the specifications stated in the technical instructions of 2H CENTER BV. These technical specifications will be communicated to the customer at the latest together with the order confirmation.
In case the delivered software is not in conformity with aforementioned technical instructions, 2H CENTER BV may, at its sole discretion, return the delivered software, or, alternatively, draw up a specification and, by written agreement of the client, correct the elements concerned, at the expense and liability of the client.
Dispatch of the aforementioned materials shall take place at the purchaser's risk.
On delivery of the software the purchaser shall submit a certificate proving that, by means of the most recent and high-performance virus scanners at that time, this software has not been affected by any virus.
Should 2H CENTER BV be charged with the production of the software to be applied to the product, this shall be the subject of a separate agreement and pricing.
Article 5 - Changes and cancellations
Any changes of any kind to the initial order accepted by 2H CENTER BV and causing additional costs can only be accepted if requested in writing and provided production has not yet started. Any costs caused by such changes shall be charged to the buyer.
In case of cancellation of orders before they go into production, and before 2H CENTER BV has issued an order for master making, the buyer shall automatically forfeit a fixed indemnity equal to ten per cent of the value of the order, excluding VAT.
In case of cancellation of orders before they are taken into production, and after 2H CENTER BV has issued an order for master making, the buyer automatically forfeits a fixed indemnity equal to twenty-five percent of the value of the order, excluding VAT.
The payment of the aforementioned liquidated damages shall be made by deduction from the advance payment already made.
Once the ordered goods have been taken into production, cancellation is no longer possible.
Article 7 - Force majeure
Force majeure suspends the execution of any agreement governed by these general terms and conditions.
Each of the contracting parties shall immediately notify the other of the occurrence of a case of force majeure. The suspension starts upon receipt of the notification of the occurrence of a case of force majeure.
The suspension shall cease upon receipt of notification of the cessation of a case of force majeure.
If the case of force majeure is of a permanent nature or if the situation of force majeure continues for more than six months, it shall automatically entail the dissolution of the concluded agreement without further notice or without judicial intervention. In such case, the client shall receive the delivered software and the paid advances back, however withholding for payment for services already rendered.
Article 8 - Payments
All payments must be made into the accounts designated by 2H CENTER BV and the currency specified by 2H CENTER BV. Without prejudice to the other rights of 2H CENTER BV, including but not limited to suspension of the commencement of production or delivery, in case of late payment, a default of 1% per month will be due automatically and without any reminder, from the due date, as well as a penalty equal to ten percent of the contract value, with a minimum of six hundred nineteen euros and seventy-three cents.
Article 9 - Complaints
Complaints based on visible defects must be reported in writing within twenty-four hours of receipt of the merchandise ordered.
Complaints based on invisible and/or functional defects must be notified in writing within five working days after receipt of the ordered merchandise.
All complaints formulated after the expiry of the aforementioned periods shall be rejected as inadmissible.
In all cases, the customer shall keep the delivered merchandise at 2H CENTER BV's disposal to allow it to examine and, if necessary, remedy the alleged defects.
2H CENTER BV shall take back goods delivered only if agreed with the client. The costs and the risk for return shipments lie with the client.
In case of visible defects or proven invisible defects attributable to production errors or other errors attributable to 2H CENTER BV and recognized as such by 2H CENTER BV, the latter shall replace the product affected by any defect free of charge, or refund the price if replacement proves materially impossible, to the exclusion of any other recourse for the customer.
Article 10 - Intellectual property rights
2H CENTER BV declines all liability for claims made by third parties due to the fact that their intellectual property rights were violated by the production and sale of a product ordered by the customer.
The buyer is bound to indemnify 2H CENTER BV in case the latter should be sued in court or otherwise.
Article 11 - Liability
2H CENTER BV disclaims all liability for direct and indirect damage if it results from a failure to observe the instructions for use supplied with the product or from improper use of the product.
2H CENTER BV also disclaims all liability for the functionality of the software supplied by the buyer if it was supplied incomplete or with a defect.
Article 12 - Culpable shortcomings
In accordance with applicable law, 2H CENTER BV shall only be liable for those features of the product which were expressly guaranteed by it.
The liability of 2H CENTER BV is limited to what is stipulated in article 9, last paragraph, of these general conditions.
Article 13 - Bankruptcy
In case of bankruptcy, judicial composition, executive attachment or a similar situation on the part of the principal that jeopardizes its creditworthiness, arising before acceptance of an order, 2H CENTER BV shall refuse any order.
In case of bankruptcy, judicial composition, attachment in execution or a similar situation on the part of the client, arising after acceptance of an order, but before taking into production and before issuing an order by 2H CENTER BV for the production of a master, such an occurrence shall by operation of law be considered as a cancellation and the buyer shall automatically forfeit a fixed indemnity equal to five per cent of the value of the order, exclusive of V.A.T.
In the event of bankruptcy, judicial composition, executive attachment or a similar situation on the part of the principal, occurring before orders are taken into production, and after an order has been issued by 2H CENTER BV for the creation of a master, such an occurrence shall automatically be deemed to be a cancellation and the buyer shall automatically forfeit fixed compensation equal to fifteen per cent of the value of the order, exclusive of V.A.T.
Once the goods ordered have been taken into production, cancellation by the purchaser is no longer possible. In this case, however, 2H CENTER BV may consider the agreement as terminated by operation of law, without prejudice to the exercise of its other rights.
Article 14 - Deviations
Deviation from these general terms and conditions is only possible with prior written agreement.
Article 15 - Waiver of right
Unless expressly stated, the failure of 2H CENTER BV to exercise or timely exercise its rights shall not be deemed a waiver of rights.
Article 16 - Applicable law
All legal relations between the buyer and 2H CENTER BV are governed by Belgian law.
All disputes concerning the interpretation, execution or termination of agreements concluded under the regime of these general conditions shall be submitted exclusively to the courts of the jurisdiction of Brussels.