THE SERVICE COMPANY SPRL
Avenue des Anglais, 20 - 1410 Waterloo
Company no. BE0727 591 753
Terms and conditions of sale
1 - General provisions
These general terms and conditions define the respective obligations of the contracting parties, without prejudice to the application of special terms and conditions. By signing the agreement or the order form or by accepting the order confirmation, the customer expressly acknowledges having read these general terms and conditions and having accepted them. The provisions not expressly derogated from remain applicable.
2 - Validity of bids
Unless otherwise stipulated in writing, our offers are valid for 90 days from the date of issue.
3 - Controls
Any order placed with us is only binding on us after we have confirmed it in writing. Changes made by the customer to his order form or to our offer will only be valid if we have accepted and confirmed them in writing. In the event of unilateral cancellation of an order by the customer, we reserve the right to demand compensation equal to 30% of the total amount of the order.
Unless otherwise stipulated, the deadlines set for our services or deliveries are only indicative. If a deadline is imperative, it must be clearly specified as such on the order form. In this case, if delivery is delayed, the purchaser may claim compensation, which may not exceed 10% of the total price of the order. Even in this case, the following circumstances release us from our deadlines: cases of force majeure (including, in particular, strikes, technical incidents, supplier delays and labour shortages); if the terms of payment are not respected; if changes are decided by the customer during the course of the work; if the customer does not provide us with the desired information within the specified deadline.
In the event that a consultant does not obtain in good time, including in cases of force majeure, the information and interventions necessary for the performance of his assignment, his obligations shall be suspended until such time as a solution can be found.
5 - Responsibilities
The customer plays an active role in consultancy and advisory assignments by providing the necessary information promptly and by making the necessary staff available. The customer's cooperation must be fully acquired if the assignment is to be carried out on budget and within the agreed deadlines. The Service Company assumes an obligation of means towards the customer and not an obligation of result.
The Service Company does not provide accounting, tax, legal or investment advice services, all of which the customer should always seek professional advice for.
The Service Company shall not be liable for any financial, commercial or other loss caused directly or indirectly in connection with the use of its services or the purchase of Products and shall not be liable for any direct or indirect consequential, special or incidental damages. The Service Company does not guarantee the total absence of errors or technical deficiencies.
In any event, The Service Company's liability is limited to the amount of the contract, without prejudice to the customer's right to seek legal redress in accordance with Article 1184 of the French Civil Code;
6 - Deliveries - transport
In principle, the goods must be collected by the purchaser from our company's registered office within the agreed period. Where we are responsible for delivery, this shall be by the means of our choice, unless otherwise agreed in writing. In this case, the goods travel at the expense and risk of the customer, except in the case of wilful misconduct or gross negligence on our part or on the part of our agents. If the purchaser fails or refuses to take delivery of the goods ordered, we reserve the right to demand performance of the contract or, after prior notice, to consider the contract terminated by operation of law. In the latter case, the purchaser shall owe us, ipso jure and within eight days of notification of such termination, a fixed indemnity of 30% of the sale price;
7 - Retention of title clause
The seller retains ownership of the goods and services sold until full payment of the price and its accessories (any costs, interest and penalties). Consequently, the buyer is expressly prohibited from selling, transferring, pledging or generally disposing of the goods covered by the contract before its account has been settled. The seller may invoke the present retention of title clause eight days after sending a formal notice to pay, by registered letter with acknowledgement of receipt, addressed to the buyer and remaining without effect. The goods must then be returned to the seller immediately on request. The buyer will nevertheless remain solely liable for the loss of the goods sold, even in the event of unforeseen circumstances or force majeure;
8 - Prices
Prices are quoted in euros (excluding VAT);
9 - Payment
Invoices are payable solely by bank transfer to the IBAN BE80 0018 6442 5377 account of The Service Company SRL. Invoices are payable at the latest within thirty days of dispatch. After this period, any unpaid invoice will automatically and without notice of default generate conventional interest of 12% per annum, with a minimum rate in line with that provided for in article 5 of the law of 2 August 2002 on late payment in commercial transactions. Any invoice not paid by the due date will also be subject, automatically and without notice, to an irreducible fixed penalty of 15% of the amount outstanding, with a minimum of €50 per invoice. Any dispute relating to an invoice must be sent to us in writing within fifteen days of it being sent;
10 - Termination of contract at the expense of a co-contractor;
The foregoing stipulations do not constitute a waiver of our right to demand, at our discretion, in the event of non-payment or non-compliance by our co-contractor with its contractual obligations, the cancellation or termination of the agreement with damages. In the event of termination or cancellation of the contract to the detriment of one of the contracting parties, the other will be due a fixed indemnity of 30% of the total price;
11 - Intellectual property
Unless otherwise stipulated, all logos, trademarks, photos and models appearing on the documents are the property of The Service Company. Any partial or complete reproduction of these logos, trademarks, photos and models, whatever the medium, for commercial, associative or voluntary purposes, is forbidden without the consent of The Service Company or the holders of the trademarks or rights attached to these graphic representations. The programmes and customisations of programmes made to measure for the purchaser remain the exclusive property of The Service Company. Software created by other publishers remains the exclusive property of the latter. In all cases, only a user licence is granted to the customer. The purchaser may not, in any form whatsoever, transfer, hire out, grant, lend, pledge, communicate to anyone whatsoever, copy or counterfeit the software. The customer undertakes to impose and ensure compliance with the foregoing obligations on all users of the said software;
12 - Confidentiality
The consultants and employees of The Service Company undertake not to divulge any confidential information concerning the customer. They are bound by professional secrecy.
13 - Litigation
Belgian law applies to the performance of agreements with The Service Company. In the event of a dispute between the parties or proceedings for payment, the courts of Nivelles shall have sole jurisdiction;
14 - Changes to the agreement
Any change to the specific agreements or to the present general terms and conditions must be the subject of a written amendment signed by all the parties;
15 - Clause salvatrice
The invalidity or illegality of one of the clauses provided for in the contracts (specific and general conditions) agreed between the parties in no way entails the invalidity or nullity of the other conditions of the contract concluded between the parties - clauses which remain fully valid.