These are the general terms and conditions (“Terms & Conditions“) that apply to the supply of goods and services by CENTRIC BELGIUM N.V. (“Centric Belgium”), whose registered offices are located at the Siemenslaan 12, 8020 Oostkamp, to its customers (“The Customer”).
1. Application
1.1 These Terms & Conditions apply to all goods and services supplied by Centric Belgium, subject to any more specific arrangements made between Centric Belgium and the Customer that may be incompatible herewith. The Customer accepts that these Terms & Conditions will take precedence over its general (purchasing) terms and conditions.2. Undertakings
2.1 The undertakings entered into made by the representatives of Centric Belgium are only valid after written confirmation of Centric. The brochures, catalogues and price lists are provided for information purposes only. Centric Belgium is only bound by the acceptance of the order.3. Guarantee
3.1 Centric Belgium guarantees that the supply of goods and services shall be carried out in a professional manner and that every care shall be taken to ensure that services are carried out in accordance with the agreed specifications. If Centric Belgium should supply items or services that are not in accordance with this guarantee and if this failure is notified clearly in writing by the Customer within 30 calendar days of the time of acceptance or, lacking such acceptance, within 30 calendar days of the goods and/or services being supplied, such failure shall be remedied except where specified otherwise in any special agreement. Complaints relating to any clearly visible defect or non-conformity of any item supplied must be made in writing within 8 calendar days of the item or service being supplied.3.2 With regard to any goods or services provided to the Customer by an external supplier through Centric Belgium, any applicable warranties and responsibilities are those defined by the supplier. Centric Belgium shall provide no other guarantees for these goods or services.
3.3 Centric Belgium provides no guarantees, and refuses any liability of any kind for events relating to force majeure, including, but not restricted to: government decisions, disruptions to telecommunications, strikes and unusual traffic problems.
4. Implementation deadlines
4.1 All timetables and lead times indicated in documents drawn up by Centric Belgium are based on the assumptions used by Centric Belgium for the relevant provisions of service. Implementation depends on a number of uncertain factors and as a result, any lead times shown are indicative only. Any breach of these indications shall not lead to claims for compensation or termination of the contractual relationship. If the Customer cancels an order before Centric Belgium has in any way commenced implementation thereof, a compensation of 20% of the value of the order shall be due.5. Payments
5.1 VAT and other taxes or levies, calling costs, translation, training, travel and accommodation, and any general demonstrable advances, are not included in estimated prices or charges, except where specifically defined otherwise. Additional services for which payment is not expressly agreed shall be paid for on a controlled-charge basis at the rate in effect at Centric Belgium at that time. Prices for hardware are ‘ex warehouse’ at Centric Belgium.5.2 Any price indicated should be considered to be a price estimate or budget and shall not be binding. Instead, any such price shall have an indicative value only. In all cases, price proposals shall be valid for 30 days only.
5.3 Centric Belgium reserves the right to adjust these rates each year to the index.
6. Terms of payment
6.1 Services provided on the basis of a man-day or hourly charge shall be invoiced by Centric Belgium on the basis of timesheets submitted to it by its employees. Services provided at a fixed price shall be invoiced in accordance with the agreed payment plan.6.2 The Customer shall pay any amounts owed within 30 days of the invoice being issued. Any unpaid invoices shall automatically and without notice attract the applicable interest rate charged prorata temporis, starting from the due date until the date of full payment according the law of 02/08/2002. Meanwhile the customer as of right and without notice will be hold to a lump sum equivalent of 15% of the invoice with a minimum of 50€. In addition to this, in the event of the non-payment of an invoice on the day it becomes due, Centric Belgium may decide to suspend all further work and supplies and/or services without prior warning.
6.3 In the event of persistent default, Centric Belgium shall also have the automatic right to terminate the agreement without prior written notice and without the Customer being able to claim any compensation. This shall be notwithstanding the right of Centric Belgium to claim compensation for the unfinished part of the undertakings, with a minimum of half of the payment related to the unfinished undertakings.
6.4 If any part of an invoice is disputed in good faith, the part that is not in dispute shall be paid immediately in accordance with the provisions in these Terms & Conditions. After the dispute has been dealt with, all amounts owed to Centric Belgium shall be paid, including any interest charges mentioned above. Such charges shall be calculated from the day on which the amounts were due for payment. Where appropriate, invoices must be disputed within a period of 15 days from the day they were issued, otherwise they shall be deemed to have been accepted.
6.5 Any work performed by Centric Belgium shall be carried out in accordance with normal industry standards in the matter, based on any specifications provided and the usual assumptions of the provision of service. In view of the complexity of a typical IT project, Centric Belgium is unable to guarantee in advance that specifications shall be implemented exactly under all circumstances. However, Centric Belgium shall apply its professional knowledge with a view to completing or approaching any solutions requested as reasonably as possible.
7. Liability
7.1 Claims for compensation in relation to the supply of goods and services must be lodged with Centric Belgium within a period of 1 month from the cause of such claims being discovered and at the latest within a period of 3 months subsequent to the explicit or implicit acceptance of the goods or services in question. Because hardware is supplied ‘ex warehouse’, the Customer shall become liable for any risks as soon as the goods leave the warehouses at Centric Belgium and for any activities carried out by Centric Belgium, such as loading, unloading or shipping, in this context in the name of, on behalf of and at the expense of the Customer. All services and deliveries provided by Centric Belgium, unless there are specific contractual stipulations to the contrary, form part of an undertaking of resources.7.2 Centric Belgium’s total and combined liability for proven direct damage or loss arising from defective services, unlawful deed or any other grounds, is, in any event, limited to a maximum amount of 10% of the amount that the Customer owes to Centric Belgium for the services provided by which the damage was caused.
7.3 Centric Belgium is under no circumstances liable for any indirect damage that may be suffered by the Customer as the result of services rendered. Indirect damage is understood to include: loss of profit, interruption of operating continuity, claims from third parties, loss of data, removal or replacement expenses and other forms of consequential damage relating to or arising from the provision, implementation or use of the goods or services supplied, or for delays in delivery, except where such damage or loss can be attributed to the intent of Centric Belgium.
7.4 Centric Belgium shall not under any circumstances be held liable for any damage that is wholly or partially attributable to a shortcoming of the Customer itself or any third parties, or which could have been avoided or restricted by the Customer or third parties. The Customer is solely responsible for implementing any necessary measures regarding security, back-up and the overall management of its IT system, including protection against viruses and hackers.