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General conditions of purchase, sale and delivery
In these general terms and conditions the following terms shall have the following meanings:
- "AVG or GDPR"EU Regulation 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
- "Services": all activities carried out by VanRoey.be for or on behalf of Customer, whether or not in connection with the delivery of Products within the framework of an Agreement.
Down-Time: Time when Online Services are unavailable.
- "Offer": the order or order form drawn up by VanRoey.be, or proposal for an Agreement, which is signed by the Client and on the basis of which the order for Products and/or Services is placed.
- "Client or Customer"Every legal entity with whom VanRoey.be concludes an Agreement or is still in negotiation with regard to the delivery of Products and/or the provision of Services.
- "Agreement or Contract"Every Agreement between VanRoey.be and Client, every "Change Request" or supplement thereto, as well as all (legal) acts in preparation and/or execution of that Agreement.
- "Force majeure": Any circumstance beyond the reasonable control of a Party that prevents that Party from performing its obligations under the Agreement, including fire, flood, earthquake or other natural disaster, acts of war or terrorism, riots, governmental orders, governmental intervention, poor financial or economic condition of a Party as a result of a pandemic, partial immobilization or interruption of its systems by hackers or viruses, total or partial Internet stagnation, and the failure of a third party involved in the performance of the Agreement that is not a subcontractor of the Supplier (e.g., the failure of the Supplier to perform its obligations under the Agreement). Microsoft, Telenet, ...)
- "Party"Client or VanRoey.be.
- "Products": all hardware, equipment, goods, parts, materials of third parties that VanRoey.be supplies as part of a Service or that Customer purchases from VanRoey.be.
- "Resources": the means made available to the Client within the framework of the Agreement as set out in the signed Offer, possibly supplemented with Change Request(s).
- "VanRoey.be" Van Roey Automation NV, a company incorporated under Belgian law with registered office in Belgium at Steenweg op Antwerpen 101, 2300 Turnhout, registered under VAT BE 0457.553.651.
- "Web sales"Sales via e-commerce platforms such as Webstore.be or VanRoey.be or "Interworks" or "Customer Portal" where the Customer itself gives orders or places orders online.
- "Change Request or Change Request"The request by a party to modify the Performance and/or Services set out in an "Overview of Work, Statement of Work or SOW ". For this purpose, the template provided by VanRoey.be must be used.
2. Scope of application
- These terms and conditions apply to all offers, quotations, agreements, deliveries, transport and invoicing originating from VanRoey.be, and to all agreements between VanRoey.be on the one hand and the Customer on the other hand, insofar as they have not been explicitly deviated from in writing. These terms and conditions always take precedence over terms and conditions emanating from another contracting party or a third party, unless and only insofar as expressly agreed otherwise between the parties.
- For each individual product or service, special terms and conditions with product or service-specific provisions as well as contractual terms and conditions may also apply, in the event of conflict between these General Terms and Conditions and the special terms and conditions of the product or service-specific agreement, the special terms and conditions shall prevail over the General Terms and Conditions.
- If the Client wishes to make use of VanRoey.be's products and/or services for non-professional use, it must inform VanRoey.be of this in writing in advance. If the Client fails to notify VanRoey.be in advance, it shall irrevocably be considered to be a professional user, acting within the framework of its professional activities, irrespective of whether or not it uses a VAT number.
- All offers and quotations of VanRoey.be, as well as the information provided by VanRoey.be, are always without obligation, are only valid for information purposes and do not bind VanRoey.be. Unless expressly agreed otherwise, the prices stated in offers are valid for thirty (30) days from the date of the offer.
- An order/assignment from the Client shall only be contractually binding on VanRoey.be if VanRoey.be has expressly accepted its contents in writing. On the part of the Client, each order/assignment immediately constitutes a contractually binding offer, also for its written acceptance by VanRoey.be. The use and/or storage by the Client of any product or the performance of services by or with the knowledge of the Client shall constitute sufficient proof of the order by the Client, the acceptance of these General Terms and Conditions and permission to invoice the relevant products and/or services.
- The parties acknowledge that the implementation of an Agreement will depend on their cooperation and therefore they must provide all information that is reasonably required of them. Failure to provide such cooperation and information will affect the performance of the Agreement. Parties will clearly agree among themselves who will act as contact person for each party. Parties undertake to ensure that the contact information they provide is always up to date. If there are any changes to this information, the parties are obliged to notify this as soon as possible.
- If the Agreement concluded between the parties is a continuing performance agreement, the Agreement will be entered into for the term agreed upon between the parties, failing which the term will be one (1) year.
- The duration of the Agreement shall be tacitly extended in each case for the duration of the period originally agreed upon, unless a Party terminates the Agreement in writing with due observance of a notice period of three (3) months prior to the end of the period in question, provided that no third party is involved to which a different notice period applies.
- If during the term of the Agreement, as a result of a decision by the Customer, the agreed volumes (of Services) are changed or the agreed volumes (of Services) are not achieved so that the performance of the Agreement becomes unprofitable for VanRoey.be, VanRoey.be shall be entitled to amend or unilaterally terminate the Agreement, without compensation and with due observance of a notice period of (6) six months.
- VanRoey.be reserves the right to make changes and additions at any time to the product specifications previously communicated by VanRoey.be or to the proposed services, in case these are the result of the technical evolution of the products/services or economic conditions. VanRoey.be guarantees the most equivalent functionalities and performances of the delivered product or service in the event of any changed product specification.
- VanRoey.be reserves the right to determine which employees are assigned to an assignment, as well as to replace these employees during the assignment. In accordance with Article 31 §1 of the Act of 24 July 1987 on temporary work, temporary employment and the posting of employees to users, Client, its employees or agents may not give instructions to employees of VanRoey.be and must refrain from exercising any form of authority over the employees of VanRoey.be.
5. ACQUISITION BAN
- Client undertakes not to directly or indirectly hire or appoint employees or former employees of VanRoey.be or its subsidiaries or sister companies as consultants. This provision applies both during the Agreement and for a period of twenty-four (24) months after the expiry of the Agreement. The period provided for in the Agreement shall be decisive for this purpose.
- In the event of breach of this clause, Client shall pay VanRoey.be liquidated damages equal to 12 months' gross salary of the employee or former employee, as the latter was paid by VanRoey.be.
6. PRICES AND RATES
- The prices of VanRoey.be are based on the values of wages and materials, foreign currency exchange rates, import duties, levies and taxes applicable at the time of the offer/quotation.
The prices for the paid services shall be determined in the offer and/or in the service agreement between VanRoey.be and the Client. They shall be expressed in euros or in the currency agreed between the parties. The prices shall be determined on the basis of an hourly/daily rate that may vary according to the level of the services to be performed.
A rate of 100% applies for standard working hours, i.e. Monday to Friday from 08-18h. Outside standard working hours there is an overtime rate. A rate of 150% applies on Monday to Friday from 18-24h and from 00-08h and on Saturday from 00-24h. A rate of 200% applies on Sundays and public holidays from 00-24h. Work is preferably carried out during standard working hours. Outside standard working hours overtime applies. Overtime is always billable. A daily rate applies for an average working day of 8 hours performed during standard working hours.
The prices are set Ex Works. VAT and other taxes or levies, costs for communication, translation, training, transport and accommodation, and in general demonstrable advances, are not included in budgeted prices or rates, unless explicitly stated otherwise.
Costs for rush orders, urgent deliveries or interventions are always at the expense of the Client. All additional deliveries of services made by VanRoey.be at the request of the Client shall be invoiced immediately to the Client separately at the generally applicable rates at that time.
Each delivery of Products or services should be seen as a separate transaction. Promotions relating to that delivery therefore have no influence on previous or future deliveries, unless expressly agreed otherwise.
- In the case of Agreements longer than one (1) year, VanRoey.be prices apply for a maximum of one (1) calendar year. For all Agreements, the prices may be adjusted annually on 1 January in accordance with the provisions of the Economic Recovery Act of 30 March 1976 in function of parameters representing the underlying real costs, including but not limited to the evolution of wages.
- VanRoey.be reserves the right to adjust the rates of its products and services. If the delivery of all Products and/or services does not take place at the time the Agreement is concluded, the indicated price may be changed by VanRoey.be if one or more of the composite cost price elements change, for example in the event of a price increase by the manufacturer or supplier. If the price increases by 20% or more as a result, the Client may terminate the Contract within five (5) working days after the announcement of the new price, without any right to compensation, by registered letter for those Products, which must be delivered after the new price enters into force. Any sums already paid for this purpose shall be refunded. If the Client does not respond within the aforementioned period of five (5) working days, this implies his agreement to delivery at the adjusted prices.
Managed services, maintenance contracts and other recurring fees performed by VanRoey.be or solutions whose IP is owned by VanRoey.be are indexed annually based on the following formula: New Amount = Old Amount x (0.2 + 0.8 x (New Index/Initial Index))
Old amount stands for amount at the beginning of the contractual period prior to the entry into force of the indexation. The index referred to in this formula is the 'Agoria Wage Costs Index (national average)', called the Agoria index. This indexation does not relate to the offer made by VanRoey.be's suppliers, as a result of which any price fluctuations of suppliers may be passed on to the Customer at any time.
Software licenses, services and products of which the IP is owned by third parties are modified in accordance with the standard annual pricing schemes of these third parties.
A price adjustment based on the above formula does not give the Client the right to terminate the Agreement without notice.
- In the event that a fundamental change in economic circumstances (such as, but not limited to, changes in exchange rates, market scarcity, etc.) results in VanRoey.be incurring an unreasonable or disproportionate burden for the performance of the Agreement, the parties will renegotiate in order to jointly agree on an equitable amendment to the Agreement.
- In the event of cancellation of the order by the Customer, irrespective of the reason for cancellation, VanRoey.be shall charge the full amount of the costs already incurred in the context of the cancelled order, with a minimum of 25% of the total order value of the cancelled order.
- The delivery of Products and services by VanRoey.be is Ex Works. The risks associated with the delivered solutions shall pass to the Client at the time of delivery. Customer shall insure the risks at his expense.
- The delivery dates set by VanRoey.be are indicative and are not binding on VanRoey.be. All schedules, deadlines and delivery dates provided by VanRoey.be have been drawn up on the basis of assumptions that VanRoey.be takes into account. Delays in delivery do not entitle VanRoey.be to compensation or to dissolve the Agreement. The execution depends on a number of uncertain factors and these time schedules, deadlines and/or delivery dates are therefore indicative.
- In the event of delivery of Products, the Client must immediately state all deviations (more or less) relating to the correct number of packages and the existence of transport damage on the carrier's order list upon receipt. By signing off the order list without additional information, the Client confirms his agreement with the receipt of the correct number of packages and the absence of transport damage. The absence of a box or transport packaging upon delivery is considered as a defect. A defect shall only be borne by VanRoey.be on condition that the Customer mentions the absence of a box or transport packaging on the transporter's order list. Complaints regarding the contents of transport packaging must be reported in writing within 24 hours of delivery, after which VanRoey.be shall investigate the complaint. In the event of an unfounded complaint, VanRoey.be reserves the right to refuse subsequent delivery / replacement. All delivered Products must be received by the carrier at the time of the offer.
- The installation and adaptation of the place(s) where the Products and/or services are delivered shall be at the expense of the Customer, who shall be liable for all damage to equipment and/or software, as well as for any additional costs incurred by VanRoey.be as a result of the late, incorrect or faulty execution thereof.
- If the Client purchases and collects the Products from one of our offices, the signing of the invoice or another document shall constitute acceptance of the Products in the condition in which they are.
- In the event of shipment to the Client, for example in the case of Web sales, the Client shall owe VanRoey.be the shipping costs if the amount of the purchased products and services is lower than € 50, excluding VAT.
- The payment of the delivered products and services implies that the customer accepts the conforming delivery.
8. RIGHTS OF USE AND LICENCES
- The amount owed by Customer for the right of use of the application software developed by VanRoey.be relates to the user licence and to the legal maintenance of the application. However, this does not include the adjustments to the legislation applicable to the software, which are so far-reaching that the architecture of the software has to be fundamentally adapted, or where various software modules have to be largely rewritten. In such cases, a separate provision will be drawn up. The costs of such adaptations may be charged to the Client.
- Maintenance costs do not include the complete reprogramming of applications due to changed technological conditions.
- As part of the Life Cycle Management of certain solutions, such as specific software applications, VanRoey.be retains the right to discontinue its support over time.
- The Client will always be notified if the support of a solution, which he uses, is discontinued. In doing so, VanRoey.be shall respect a reasonable notice period.
9. INSTALLATIONS AND INTERVENTIONS
- Unless otherwise agreed in writing, the Client will take care of the installation of the products himself. In the event of installation by VanRoey.be, the Customer shall provide all facilities necessary for the performance of the services (such as free access to the products and related products, documentation for making the diagnosis, electrical power, telephone, presence of the Customer or a person designated or appointed by the Customer who personally uses the products and is aware of the Customer's needs, ...). Installation that cannot take place due to the absence of the aforementioned facilities shall be invoiced separately by VanRoey.be.
- All payments must be made within thirty (30) days of the invoice date, unless another term of payment is provided on the invoice, without any deduction or set-off, unless otherwise agreed in writing.
All current and future taxes and additional levies and costs, of whatever nature, related to the execution of the assignment are at the expense of the Client.
- By default, invoices will always be delivered electronically via the delivery platform chosen by the Client. If the Client nevertheless wishes to deliver his invoice on paper, this is only possible if explicitly requested in writing to firstname.lastname@example.org.
- Invoices must be disputed within a period of eight (8) weekdays from their date of issue, otherwise they will be deemed accepted. If part of an invoice is disputed in good faith, the undisputed portion shall be paid immediately. After settlement of the dispute, all amounts due to VanRoey.be shall be paid to VanRoey.be, including the interest mentioned below, from the day on which the amounts were due.
- In the event of non-payment on the due date, default interest of eight (8) % per annum shall be due on the invoice amount, ipso jure and without prior notice of default, from the due date until the day of full payment. Moreover, in case of non-payment, a fixed compensation of ten (10) % of the principal amount, including VAT, shall be due, ipso jure and without prior notice of default, subject to a higher compensation if a greater damage is demonstrated. All relevant collection costs incurred by VanRoey.be as a result of late payment shall be borne by Client.
- Payment of invoices may not be made dependent on the activation of the delivered Products.
- If Services are suspended due to late payment, Customer shall not be able to claim any compensation on account of VanRoey.be. In this case, Customer shall also indemnify VanRoey.be against any claim from third parties as a result of this suspension.
11. RETENTION OF TITLE
- Ownership of the delivered Products shall only pass to the Customer when the latter has fulfilled all his obligations towards VanRoey.be. The transfer of ownership shall therefore only take place after payment of all claims arising from the commercial relationship with the Buyer. As long as the ownership of the delivered Products has not been transferred to the Client, the latter is not entitled to alienate, pledge or encumber the delivered Products with a right in rem.
12. INTELLECTUAL PROPERTY RELATING TO SOFTWARE
- VanRoey.be can supply three forms of software applications:
- Software owned by third parties
- Standard software owned by VanRoey.be
- Tailor-made software developed by VanRoey.be for Customer.
- The intellectual property rights, of whatever nature, which are disclosed by VanRoey.be to the Client in the context of the execution of the order, remain the property of VanRoey.be or the third party supplier. The Client guarantees that all documentation and information provided by it to VanRoey.be with a view to the execution of the order and its use is free of intellectual property rights of third parties, and indemnifies VanRoey.be against any loss, damage, costs, expenses or other claims arising from an infringement of the intellectual property rights of third parties.
Customer acknowledges that the intellectual property rights of whatever nature relating to the generic knowledge and know-how made available by VanRoey.be during the execution of the order are the property of VanRoey.be or third party suppliers and remain its property. Customer receives a non-transferable and non-exclusive right to use the software, under the conditions of the software developer. Customer does not have the right to make adjustments or changes to the software, nor to distribute the software to third parties or have it used by third parties, even if he has the source code. The Client shall only use the software for its internal business operations, and shall not sublicense, distribute or otherwise make the software available to a third party, a partner or related company or controlling company.
- Unless expressly agreed otherwise, the intellectual property rights to the results of the order shall remain the property of VanRoey.be. Even if agreed otherwise, the intellectual property rights to the results of the order shall only be transferred at the time of full payment of all invoices relating to this order.
- In the event software owned by third parties is purchased directly by Customer from the third party supplier or is supplied by VanRoey.be, the terms of delivery, licences, guarantees, conditions of support and other contact conditions imposed by the third party supplier shall apply. VanRoey.be shall not accept any additional obligations in this respect. The Customer must take note of these terms and conditions in good time, which he accepts and signs.
- Unless expressly provided otherwise in a Special Agreement, a license price does not include any delivery costs, installation costs, training, special documentation or any other services related to the software. If VanRoey.be installs software under a Special Contract, it shall be deemed to have been accepted upon termination of the installation.
- In the event that the Agreement is unilaterally terminated by Customer, he shall owe VanRoey.be compensation equal to 25% of the agreed price subject to a higher compensation when higher damage is demonstrated. This notwithstanding the right of VanRoey.be to claim higher compensation on the basis of the product specific Agreement.
- Parties may terminate the Agreement after notice of default and subject to a reasonable period of notice if:
- the other party is declared bankrupt
- the other Party is placed under provisional administration
- Products are seized by third parties
- In the event of non-payment, VanRoey.be shall also be entitled, without notice of default and by operation of law, to suspend all further deliveries to the Customer and/or to declare the current Agreements dissolved, and to have the delivered products collected immediately at the Customer's expense and to claim compensation for damages.
- In the event of Force Majeure, the parties will have the right to temporarily suspend their obligations.
14. ACCEPTANCE AND WARRANTY
- A complaint or protest against the invoice can only be taken into account if it is made in writing within a period of eight (8) days from the invoice date. All products, works and services are deemed to have been accepted by the Client upon delivery.
- Any warranty due to hidden or hidden defects of Products is limited to the replacement or repair of the defective merchandise, as guaranteed by the manufacturer. No other indemnity or reimbursement of costs or interest may be claimed in addition.
- Consumables such as batteries, cartridges/toner are excluded from warranty.
- All Products supplied by VanRoey.be are covered by the manufacturer's warranty. During this period, the Products may, in the event of non-functioning, be exchanged in accordance with the manufacturer's terms and conditions. These Products must always be returned by the buyer in their original packaging and together with the original proofs of purchase. If the Products are found not to be defective after inspection by the manufacturer, the Client must reimburse VanRoey.be for the costs incurred by VanRoey.be.
- Services are deemed to be accepted if the delivered services are not disputed within a period of five (5) working days. This provision applies unless the Service Specific Agreement uses a different acceptance mechanism.
- Software solutions of which the IP is owned by VanRoey.be have the following warranty conditions: VanRoey.be devotes appropriate care to the development of the software, on the understanding that software is intended for use by multiple users and is therefore of a general nature. VanRoey.be guarantees that the software is delivered with normal professional care in a diligent and competent manner, and that the software will function in accordance with the documentation. The correction, within reasonable and commercially feasible limits, of any non-conformity with this guarantee is the only obligation of VanRoey.be provided that Customer notifies VanRoey.be in a sufficiently clear and written manner, with all necessary screenshots, within thirty (30) days after the software is delivered or within thirty (30) days after successful completion of the acceptance tests, if applicable. This guarantee does not apply in the event of incorrect use of the software or unauthorised modifications, or any other causes that constitute a foreign cause for VanRoey.be. VanRoey.be does not guarantee and is not responsible for the operation of products or services supplied by third parties and which are not sold by VanRoey.be, nor their compatibility or integration, nor for any information provided in this respect.
- The following items are never covered by the warranty. The interventions as a result of any cause external to the delivered goods, such as, among others:
- incorrect or abnormal use or operation, negligence on the part of the Client, defects in the electronic installation, overvoltage, failure by the Client to comply with local specifications;
- any maintenance or adjustment by persons not authorised by vanRoey.be in writing in advance;
- irregular operation of equipment to which the delivered products were connected;
- any return of Products to our address without our written consent;
In all these cases, in addition to the time and costs spent on them, spare parts will also be invoiced at the rates and prices applicable at that time.
- The Parties recognise that the success of work in the field of information and communication technology depends on proper cooperation between them. The Client shall always provide all reasonable cooperation required by VanRoey.be in a timely manner.
- In order to enable VanRoey.be to execute the Agreement properly, the Client shall always provide all data or information reasonably required by VanRoey.be in a timely manner. The Client guarantees the correctness and completeness of the information provided to VanRoey.be.
The Client shall provide VanRoey.be with all information which they know or should have known is necessary for the execution of the Agreement by VanRoey.be.
- Customer bears the risk of selecting the Products and/or Services to be delivered by VanRoey.be.
16. LIMITATION OF LIABILITY AND INDEMNITY
- If one of the Parties fails to fulfil one or more of its obligations under the Agreement, the other Party shall declare it to be in default by operation of law. The notice of default shall be given in writing and the defaulting Party shall be granted a reasonable period of at least thirty (30) days to still fulfil its obligations. The notice of default must contain as complete and detailed a description of the default as possible so that the other Party is able to respond adequately.
- The Party that imputably fails to fulfil its obligation(s) shall be liable to the other Party for compensation of the damage suffered or to be suffered by the other Party. The occurrence of any right to compensation is always subject to the condition that the Party suffering damage reports the damage in writing to the Party that is in default as soon as possible after the occurrence thereof. Any claim for compensation shall lapse by the mere expiry of twelve (12) months after the claim has arisen.
- VanRoey.be shall under no circumstances be liable for any damage relating to the use of the products supplied by it or the information and/or documentation related thereto, nor for any other damage that is not the direct and immediate consequence of a fault on the part of VanRoey.be, such as, but not limited to, communication costs, loss of income, claims from third parties, loss of data, damage and/or defects due to materials or information provided by the Customer or by third parties.
- Unless expressly agreed otherwise, the services of VanRoey.be are commitments of means. The Client is responsible for the correctness and completeness of the information provided by it. VanRoey.be can only be held liable for its own serious fault during the execution of the services.
- Under no circumstances shall VanRoey.be be liable for defects in the material, hardware or software in which the products supplied by VanRoey.be have been implemented by or on the instructions of Customer.
- VanRoey.be's liability in respect of direct damage shall be limited to repair in kind. If recovery in kind is no longer possible, VanRoey.be's liability shall be limited to the amount covered in the relevant case by the insurance BA operation and/or BA after delivery of VanRoey.be. If, for any reason whatsoever, no cover can be invoked under the BA operations and/or BA after delivery insurance, any liability claim in principal, interest and costs shall be limited to half of the amount paid by the Client for the services sold under the relevant Agreement, during a period of three (3) months prior to the claim in question. Under no circumstances shall the total compensation for direct damage under any Agreement exceed EUR 50,000.
- Customer declares to have been fully informed by VanRoey.be of the characteristics, operation, possibilities and limitations of use of the equipment and/or software, as well as of the problems of adaptation, integration and expansion that may occur, and waives any claim against VanRoey.be in this respect.
- When VanRoey.be installs or performs connectivity to the outside world, VanRoey.be can under no circumstances be held responsible for the quality of the connection, for the consequences of the use of these connections, nor for "hacking", misuse of information, damage or loss of data, nor for the content of the website(s) of the Customer, nor for its conformity with existing legislation and regulations.
- Costs charged by third parties cannot be recovered from VanRoey.be in any way unless prior written agreement has been made.
- The parties indemnify each other against claims that services and/or applications infringe the intellectual property rights of third parties.
- As part of the provision of services, the parties will come into contact with each other's confidential information. The parties are therefore obliged to observe strict confidentiality with regard to all confidential information they obtain through the execution of the Agreement, both during the execution of the Agreement and after the termination of the Agreement.
- The parties guarantee and undertake to comply with this confidentiality obligation by everyone for whom they are responsible.
- This provision shall not apply to information:
- which is part of the public domain or literature, other than by reason of the negligence of the other party;
- received from a bona fide independent third party who is not bound by an obligation of confidentiality with respect to such information.
18. RECONSTRUCTION OF DATA AND PROGRAMMES AND DATA PROTECTION
- The Client is solely responsible for setting up procedures that allow it to reconstruct lost or modified files, data or programs at any time, regardless of the cause of the loss or modification. The Client must at least at all times have the necessary back-up copies of its computer programs, files and data at its disposal.
- With regard to theft of encryption or loss of data, the responsibility of VanRoey.be shall be limited to installing security technology if the Client orders it from VanRoey.be. VanRoey.be can never be held liable for damage caused by third parties in the Client's system.
- In those cases where the Agreement includes the processing of personal data and VanRoey.be will act as processor, the following processing agreement will apply: https://www.vanroey.be/voorwaarden/#tab6
19. JURISDICTION AND APPLICABLE LAW
- These General Terms and Conditions and all Agreements between VanRoey.be and the Customer shall be governed exclusively by Belgian law. The application of the Vienna Sales Convention is excluded.
- Disputes between Parties that are not settled within five (5) Business Days shall be promptly submitted to the management of both Parties in order to obtain a management decision. Disputes that are not settled by the management within fifteen (15) Business Days shall, at the request of the most diligent Party, be settled by the competent courts of the district of Antwerp, department Turnhout.
- In urgent cases, each Party always has the right to apply to the Court of Antwerp for an interim injunction.
20 . OTHER STIPULATIONS
- If one or more articles of the Agreement should be invalid or otherwise non-binding, this shall not affect the validity of the remaining articles of the Agreement. Parties will then, if necessary in joint consultation, as much as permissible, in the spirit of the intention of the invalid or non-binding articles comply with the Agreement. Furthermore, the Parties will then, if necessary in joint consultation, adjust the Agreement as far as necessary, in the sense that the non-binding articles will be replaced by provisions that are binding and differ as little as possible from the non-binding articles in question.
- The Agreement contains all agreements between the Parties relating to the Agreement and supersedes all previous written and oral agreements made by the Parties in this respect.
- VanRoey.be reserves the right to change these terms and conditions at any time. It is therefore up to the Client to check these terms and conditions regularly.
These conditions were last amended on 01/01/2021.