1.1 These terms and conditions dated March 1, 2016 apply to all deliveries by Techtomar of goods and services to third parties, except to the extent expressly otherwise agreed in advance in writing.
1.2 The customer is deemed to have received these terms and conditions and to have accepted same in full at the time he accepts a proposal of Techtomar, or, in absence of a proposal, at the time he places an order with Techtomar.
1.3 The terms and conditions or other contractual terms of the customer, however named, shall not apply to deliveries of goods or services by Techtomar and cannot be opposed to Techtomar.
2.1 Effective Date: the date Techtomar receives notice of acceptance of the proposal by the customer; or, the date the customer places an order with Techtomar.
2.2 Techtomar: Techtomar bvba, registration number BE 0650.817.243, a company with registered office at Sinte-Annalaan 45, 9300 Aalst, Belgium
2.3 Customer: the physical or legal person or other entity that wishes to obtain goods or services from Techtomar and that is named as such on the proposal or the order of goods or services.
2.4 Material: the material provided by the customer to Techtomar for the performance of services.
2.5 Proposal: the document and any attachments thereto that contains a description of the goods and/or services offered by Techtomar to the customer, and the financial and other conditions under which these goods and/or services will be provided. The proposal is only valid and can only be understood by the customer to constitute a binding offer, when it is signed by Techtomar.
2.6 Results: the information and data that are directly reduced to practice or directly became known in the performance of the services.
3.1 Techtomar shall deliver the goods and/or perform the services in accordance with these terms and conditions. Techtomar shall use its best efforts to accomplish the services.
3.2 The customer undertakes to provide Techtomar with customer information and/or materials needed for the performance of the services. Techtomar shall have no liability whatsoever for any delay in performance due to the late provision of that information or materials by the customer.
4. Consideration and Payment
4.1 The consideration for the delivery of goods and/or performance of services is specified in the proposal.
4.2 Where the proposal was based on information that was provided by the customer, Techtomar may rely on the accuracy and completeness of that information. If it subsequently appears that the information is incorrect or incomplete, Techtomar may unilaterally adjust the price and/or the statement of work, including the amount of working days needed, to bring the goods and/or services to be delivered in line with the correct and complete information. Techtomar may invoice the adjusted price and/or time spent without the need for a prior notification to the customer.
4.3 All changes to the goods or services described in the proposal, it being by special request of the customer or as a result of modification of already provided information, that causes Techtomar to incur more work or costs than those that were reasonably expectable at the time of preparation of the proposal, may result in an increase of price or statement of work as set forth in section 4.2. However, Techtomar will diligently collaborate with the customer to implement the requested reasonable changes in as far as the goods to be delivered or services to be performed do not materially differ from those originally agreed upon.
4.4 Consideration for the delivery of goods and performance of services is payable on the due date by a bank transfer of immediately available funds, unless otherwise stated on the invoice. All costs with an alternative means of payment shall be borne by the customer.
4.5 Any amount due but not paid in full on the due date shall automatically and without prior notice be increased with an interest for late payment of 10% per year. This amount will, by the way of indemnity, automatically and without prior notice be increased by 10%, with a minimum of 50 EUR, from the day following the due date of the invoice, in addition to the principal amount and the interest for late payment. The non-payment on the due date of a single invoice makes the balance of all outstanding invoices due and payable. The non-payment at the due date of a single invoice automatically results in a revocation of all discounts given on goods and services in the due invoice and all other invoices. The customer will fully reimburse Techtomar the costs of notice, collection and recovery (including attorney’s fees and expenses) made in connection with any unpaid invoices.
4.6 Except as otherwise expressly stated in the proposal, all amounts exclude Value Added Tax (VAT) and any other applicable taxes prescribed by law.
5. Transportation, Delivery and Acceptance
5.1 At the express request of the customer, Techtomar may organize and take out insurance for the transportation of the materials and the goods in the name and for the account of the customer, without, however, incurring any liability whatsoever in connection therewith.
5.2 The customer shall take out insurance against the risk of damage, loss or destruction of materials or goods in transit for any reason whatever.
5.3 The delivery date specified in the proposal is approximate and is provided without warranty. In case of non-compliance with the delivery date and to extent the delay has not been caused by force majeure, the only remedy for the customer shall be to terminate this agreement after having allowed Techtomar in writing a reasonable additional time period for performance. In case of termination in accordance with the foregoing, the customer shall not be entitled to any compensation whatsoever. The delivery period starts only when Techtomar has received all necessary information and materials and if the advance payment (if any) has been received by Techtomar.
5.4 Techtomar cannot be obliged to partial delivery against a proportional share of the consideration set forth in the proposal.
5.5 Unless otherwise agreed upon, delivery always takes place ex works, factory or warehouse at the time of the first collection request of Techtomar. The customer should take delivery of the goods and materials at that time, otherwise all additional costs of storage and the risks are borne by the customer as from that moment on.
5.6 Upon completion of services Techtomar will transfer the results to the customer (either digitally in a manner determined by Techtomar, either physically) at the expense and risk of the customer. During a period of ten (10) days, the customer has the right to make complaints regarding the goods delivered and/or services performed. After expiration of that time period, the goods and services will be deemed to be accepted. Acceptance shall constitute confirmation by the customer of the proper execution of the agreement.
6. Duration and Termination
6.1 This agreement between the customer and Techtomar shall enter into force at the time of notification to Techtomar of the approval of the proposal by the customer or at the time the customer places an order with Techtomar.
6.2 The agreement will expire at the time of acceptance of the goods and/or services and payment in full of all amount due hereunder.
6.3 If a party breaches any of its obligations under this agreement and fails to remedy such breach within twenty (20) days after the registered notice by the other party, the other party may terminate the agreement at law without further notice period by registered written notice, without prejudice to its right to claim damages before the competent courts.
6.4 Each party shall notify the other party of any event or circumstance that might have adverse effects on the diligent performance of the agreement. In that event, said part will inform the other party within five (5) working days of the nature of this unforeseeable event that has risen beyond his reasonable control, and its affected obligations will be suspended. If the suspension lasts longer than twenty (20) days, then the parties will negotiate in order to make the appropriate amendments to the agreement or to terminate the agreement.
6.5 Each party has the right to terminate this agreement at law and without notice if the other party is in an imminent state of insolvency, declaration of bankruptcy, closure, liquidation or (partial) assignment to its debtors, which termination shall not give rise to any right of compensation for the non-terminating party.
6.6 Upon termination of this agreement the provisions which by their nature survive termination shall survive. The termination or expiration of this agreement shall not affect the rights and obligations of the parties arising before the termination or expiration of the agreement.
7.1 All information, whether it be scientific, technical, financial, commercial or other information, in written, electronic or any other tangible or intangible form which is disclosed by a party to the other party, is confidential information.
7.2 For the duration of this agreement and for a period of five (5) years thereafter, the party who receives confidential information agrees to keep this information secret, to not disclose same to third parties without the prior written consent of the other party and to protect the same with the same level of care it uses to protect its own confidential information.
8. Warranties and Liability
8.1 Techtomar will use its reasonable best efforts to provide the services in accordance with normal industry standards. Techtomar does not guarantee any particular outcome and does make no warranties with regard to the originality, completeness or fitness for a particular purpose of the results.
8.2 The customer assumes responsibility for its use, misuse, or inability to use the goods and/or results. Techtomar will in no event be liable for any damages incurred by the customer in that regard.
8.3 In no event Techtomar shall have any liability for damages, including but not limited to any indirect, incidental, or consequential damages, arising from or in connection with such information and results. The customer shall indemnify Techtomar at its first request against any claims of third parties in that regard.
8.4 Except in case of wilful misconduct on the part of Techtomar and taking into account the limitation as set forth hereinabove, Techtomar’s aggregate liability under this agreement will not exceed the consideration set forth in the proposal.
8.5 The customer shall fully indemnify the officers, employees and agents of Techtomar for bodily injury they incurred while performing services at premises under the supervision or control of the customer, except where the single fault of the officer, employee or agent has caused the injury. The customer shall indemnify Techtomar at its first request against claims made against Techtomar by its officers, employees or agents in that regard.
8.6 Techtomar has no liability whatsoever for any damage to material caused by transport, storage, manipulation or use under this agreement.
9. Rights and Publicity
9.1 This agreement does not affect Techtomar’s rights in its background knowledge and the customer is not granted any right to Techtomar’s background knowledge under this agreement. The customer shall treat the background knowledge of Techtomar as confidential information of Techtomar in full accordance with section 7.1.
9.2 The customer acquires an unlimited right to use the results. Techtomar will ask the customer oral or written permission for any use of the results for the purposes of publicity.
10. Applicable Law and Dispute Settlement
10.1 This agreement is governed by Belgian Law, without reference to its conflict of law provisions.
10.2 All disputes that may arise in connection with this agreement will be exclusively settled by the Courts of Ghent, Belgium.
11.1 Neither party may use the name of the other party. Techtomar has the right to refer to the customer as one of its customers.
11.2 Neither party may transfer the agreement to a third party without the prior written consent to the other party. The other party may unilaterally terminate this agreement by registered notice without giving rise of any compensation for the non-terminating party.
11.3 No amendments to this agreement may be made except by a written document signed by both parties.
11.4 In the event of any conflict between these Terms and Conditions and the proposal or other agreements between the parties, these Terms and Conditions shall prevail. If the customer is subject to public procurement legislation, Techtomar waives the provisions of these Terms and Conditions that are conflicting with material provisions of the customer’s tender or the customer’s specific request to submit a proposal.