A – GENERAL CONDITIONS
ARTICLE 1
These general terms and conditions are divided into basic conditions, applicable to any agreement of any nature concluded between DS-SOLUTONS and the customer, and specific conditions applicable depending on the subject of the contract. The basic conditions are set out in Chapter A, the specific conditions in Chapters B to C.
ARTICLE 2
These general conditions apply to the exclusion of all other general terms and conditions. If DS-SOLUTONS has accepted the customer's purchasing conditions in writing, these shall take precedence over the commercial and general conditions of DS-SOLUTONS. The commercial and general conditions of DS-SOLUTONS shall nevertheless remain applicable for matters not mentioned in the customer's purchasing conditions.
By placing an order with DS-SOLUTONS, the customer irrevocably accepts the application of these general conditions, to the exclusion of all others. Deviations are only possible by means of a written document containing specific conditions, drawn up and signed by a person authorized by DS-SOLUTONS.
ARTICLE 3
The provisions of the contract concluded between DS-SOLUTONS and the customer supersede and replace all other provisions, conditions, agreements, correspondence and/or previous agreements. The provisions of the contract and these general conditions may neither be modified, supplemented nor revoked, in whole or in part, except by written agreement between DS-SOLUTONS and the customer.
ARTICLE 4
If the customer cancels the order before or during the execution of the agreement, DS-SOLUTONS may choose either to demand mandatory execution or to claim compensation.
In such case, the compensation shall consist at least of:
- the cost price of the supplies already ordered by DS-SOLUTONS for delivery to the customer,
- all other costs to be borne by DS-SOLUTONS and the fees due for services already rendered up to the date of cancellation of the order or termination of the agreement, and,
- a loss-of-profit compensation equal to 50% of the amounts DS-SOLUTONS would have been entitled to in case of full performance of the contract.
In the event of judicial reorganization or bankruptcy of either party, the agreement shall be terminated automatically by operation of law.
ARTICLE 5
5.1
Our quotations are valid for three months. For hardware and software, our quotations are valid for two weeks. All our prices are calculated excluding VAT. Invoices of DS-SOLUTONS must be paid within 14 days of the invoice date, without discount.
Any protest of an invoice must reach DS-SOLUTONS in writing no later than fifteen days after the invoice date. Any invoice not protested in writing within fifteen days after issue shall be deemed definitively and irrevocably accepted by the customer.
Any unpaid invoice on its due date shall automatically and without notice incur interest equal to the legal interest rate + 6%, and a fixed compensation equal to 15% of the invoice amount, with a minimum of €200.
In case of non-payment of an invoice on its due date, DS-SOLUTONS may also automatically and without notice suspend the execution of all deliveries and services until the invoice is paid, without releasing the customer from his obligations.
If payment is not made within fifteen days after formal notice, DS-SOLUTONS may terminate the agreement at the customer's expense and claim compensation as stipulated in Article 4.
5.2
Incidental costs are never included in the fixed prices and are additionally invoiced to the customer by DS-SOLUTONS. These include, among others, travel and accommodation costs of DS-SOLUTONS employees.
The travel allowance also covers travel time. Travel costs are indexed annually on 1 January based on the December 2001 index as base index and the December index preceding the adjustment as new index.
ARTICLE 6
The delivery and execution periods mentioned in the contract are indicative only and therefore not binding. A deviation does not entitle the customer to claim compensation or to terminate the contract unilaterally.
ARTICLE 7
DS-SOLUTONS cannot be held liable for damage caused by a defect or delay if such defect or delay is beyond its control, including force majeure, war, strike, revolt or supplier failure.
Any compensation shall be limited to direct damage, excluding indirect damage such as loss of profits, business interruption or loss of customers.
The compensation payable shall in any case be limited to 50% of the contractual amount.
ARTICLE 8
DS-SOLUTONS and the customer undertake to maintain the confidentiality of production, organizational and working methods and all other confidential information.
ARTICLE 9
Without prior written consent from DS-SOLUTONS, the customer may not transfer the contract or related rights to third parties.
ARTICLE 10
The customer is prohibited from hiring DS-SOLUTONS personnel or subcontractors during the contract and for three years thereafter.
ARTICLE 11
The invalidity of any clause shall not affect the validity of the remaining clauses.
ARTICLE 12
Any dispute shall fall under the exclusive jurisdiction of the courts of Oudenaarde.
B – HARDWARE
Hardware section applies to equipment sold by DS-SOLUTONS.
C – SERVICES
This title applies to services delivered by DS-SOLUTONS.
D – HOSTING
Hosting is only provided to companies and individuals complying with legal regulations.
