General terms and conditions
Management Tools Company | 114 Rue Léopold de Hulster, 5002 Saint-Servais | BE0819046224 | info@mt-c.be
Our general terms and conditions of sale and business, as set out below, as well as our specific terms and conditions, are deemed accepted by our contracting parties, even if they conflict with their own general or specific terms and conditions. The contract is always deemed to have been concluded under our own terms.
The general or specific terms and conditions of our contracting parties shall only bind us if we have expressly accepted them in writing. Our agreement can in no way be inferred from the fact that we accepted the contract without protesting against stipulations referring to the general or specific terms and conditions or other similar provisions of our contracting parties.
These general terms and conditions of sale and business and the specific terms and conditions of the offer on the front page constitute the entire agreement between the parties. They cancel and replace all previous letters, proposals, offers, and agreements.
The validity period for our offers, quotes, and proposals of any kind is 30 days, unless otherwise specified in writing.
No order shall be considered final until we have expressly accepted it in writing.
Seller's Scope of Work
It is not the seller's responsibility to conduct a study or assessment of the user's needs, but only to provide the equipment (software or service) that the user wishes to use based on the needs they believe must be met. The buyer is required to have sufficiently informed themselves or to have sought technical advice to define the equipment (software or service) that will meet their needs. The seller does not guarantee that the equipment (software or service) provided will cover all of the user's requirements.
In particular, the seller is under no obligation to verify whether the capacity of the equipment sold is sufficient or excessive. It is the user's responsibility to check for any future extensions they may require. In the absence of instructions to the contrary from the user, the delivered system is presumed to be fit for its agreed purpose, both current and future.
It is the user's responsibility to personally inform themselves regarding the characteristics and conditions of use of the provided equipment.
The seller does, however, guarantee the proper functioning of the delivered system under normal conditions of use.
The buyer further acknowledges that they have staff with the normal level of competence required to use the type of system acquired, enabling them to ensure the system's normal operation.
The buyer shall, at their own expense, risk, and peril, maintain a data backup system and run the pre-existing system in parallel with the newly acquired equipment for a period of 6 months from the date of delivery.
Software Sales – Custom Software Development – Customization of Existing Products
The granting of a warranty assumes that the delivered or customized software is used normally and in accordance with manuals, catalogs, or instructions.
The amount of any compensation that may be claimed from us shall always be limited to a maximum fixed at 15% of the total contract price.
Any loss of data by the user is not covered by any warranty on our part.
To avoid any inconvenience, the user declares that they are aware of this risk and undertakes to make two backup copies per day. This practice will necessarily limit any potential data loss.
Programs created by the user remain our exclusive property. The user may not assign or lease them under any circumstances, except to a third party continuing their business in the context of a voluntary or forced liquidation, provided that a similar prohibition is accepted by that party and that we are informed in writing within 15 days of the business transfer.
The beta software versions provided cover the entire contract until final approval.
Payment Terms
Our prices are in euros, excluding taxes, and include only the work, services, and supplies expressly designated or described in the accepted order, to the exclusion of all others.
Our invoices are payable at the company's registered office, in full, net, and without discount.
The signing of bills of exchange does not constitute a novation.
Failure to pay an invoice by the due date, the protest of a bill of exchange even if accepted, any request for an amicable or judicial settlement, a stay of payment, even if unofficial, or any other event suggesting the client's insolvency shall automatically result in the forfeiture of the term granted for the payment of any goods delivered or in the process of manufacture, making such payments immediately due.
These circumstances grant us the automatic right to terminate ongoing contracts without any formality other than notification by registered letter, without the client being entitled to any compensation whatsoever.
In the event that the client fails to pay any amount due under this contract by the due date, we reserve the right to automatically increase the unpaid amounts by 15%, with a minimum of €75, as a penalty clause (fixed indemnity), and to charge late interest at a rate of 15% per annum, all without prejudice to additional damages should we prove greater loss.
In the absence of payment by the due date, all work, supplies, goods, or other deliverables ordered by the client may be held as collateral.
We retain ownership of the material (software or service) sold until full payment of the price and accessories has been received. Consequently, the buyer is expressly prohibited from selling, assigning, pledging, or generally alienating the material (software or service), even partially, before their account is settled, under penalty of prosecution for offenses including those under articles 491, 521, 522, and 523 of the Penal Code.
Deadlines
Our delivery and execution deadlines are provided in good faith but are strictly indicative and not binding.
They only begin from the date of agreement on the execution details and commercial terms, and after all information necessary for execution or delivery has been made available to us.
Execution or delivery deadlines are suspended in cases of unforeseen circumstances or force majeure, which conventionally include any circumstances beyond our control and not resulting from our fault that could stop, suspend, or interrupt the execution of a contract or a delivery.
We may, if necessary, extend execution or delivery deadlines in the event of late payment by the client.
If, after the order is signed, additional or modified work is requested, the provisions relating to the initially scheduled deadlines shall automatically become void.
If, at the time of ordering or due to the client's actions, the modification of deadlines results in additional costs, these will be charged to the client.
Claims
Under penalty of foreclosure, any claim must be communicated to us by registered letter within 8 days of receipt of the work and/or goods.
If the client fails to take delivery, the 8-day period begins upon receipt of the shipping notice or any other equivalent document.
Using any part of the supply automatically constitutes acceptance of the whole; defects in a portion of the delivery do not entitle the client to refuse the entire supply.
Using any part of the allocated training hours automatically constitutes acceptance of the whole; defects in a portion of the services do not entitle the client to refuse the entire service.
Training services are provided as corporate support and do not in any way constitute directives mandating the use of specific methods for the client company's operations. No legal action may be taken during or after these services against the trainer or the company they represent.
The training provider will track the progress of the training and the remaining balance available for future services for informational purposes only and without commitment.
Liability for hidden defects in products branded with our name and sold under warranty is limited to 6 months, unless otherwise specified in writing between the parties. It is limited to the replacement of goods returned to us or the simple return of parts deemed or recognized as defective due to material or manufacturing faults, without any further compensation.
Delivery takes place at our premises, unless otherwise expressly stated on the purchase order or any other equivalent document.
Shipping and packaging costs are the responsibility of the client.
Goods travel at the client's own risk.
As a reminder, all supplies, goods, or works of any kind remain our property until full payment of the price and any associated costs has been received.
Jurisdiction and applicable law clause
The courts of Namur have exclusive jurisdiction over any dispute, including summary proceedings, third-party appeals, or in the event of multiple defendants.
Only Belgian law is applicable.
Updating the general terms and conditions of sale
These general terms and conditions of sale may be updated without prior notice. They will either be sent to the client by email or made available on the website www.t-report.pro.