The present general terms of sale and our particular terms of sale are applicable for our all sales of hardware and software products to the exclusion of any other terms of purchaser from the buyer, except in case of dispensation signed by us.
2. FORMING OF THE AGREEMENT
2.1. The orders and agreements bind us only if we have confirmed them in writing.
2.2. Product purchase orders are fixed and cannot be cancelled or changed (quantity & part number).
2.3. All our offers are made without obligation, unless we have indicated a period of validity in a written offer.
2.4. We reserve the right to change, at any time and without notice, the terms of sale and the prices that are specified in our price lists and brochures as well as the characteristics of our materials.
2.5. All notices in relation with the working of our materials or software are rough. They cannot in any case lead to a complaint or to a reduction of the specified price.
3.1. Except opposite stipulation, all the prices specified in our price lists and brochures, as well as the sale or study contracts, are quoted in Euro.
3.2. Those prices do not include the rights and taxes which are applicable in accordance with the legislation in force and which are in charge of the buyer. The rights and taxes we might have mentioned in our offers are given for information only and without obligation.
4.1. Except formal stipulations, our invoices are payable in cash.
4.2. In case of any change in the financial situation of the buyer, we reserve the right to cancel the transaction or to demand guarantees. The lack of payment of an invoice gives us the right to cancel the transactions in process for the remaining supplies, without any formality and subject to damages. Moreover, the lack of payment of an invoice or of any other fallen due amount will lead to the playability of the other not fallen due debts.
4.3. Between the buyer and ourselves, we agree that, in case of non-payment of a fallen due invoice, the amount of this invoice will be increased, at our right and without formal demand, by 20 % with a minimum of 25€ as inclusive penalty clause. Moreover the amounts that are not paid at the settlement date are liable, at our right and without formal demand, for an interest which is 2 % up to the bank rate in force at the settlement date of the invoice, in accordance with the scale of the National Bank of Belgium.
4.4. The buyer cannot postpone or suspend his payments in case of complaint or application of the guarantee.
5. TIME OF DELIVERY
5.1. The time of delivery mentioned in the offers or in the confirmations of orders is approximate. The indication of the time of delivery obliges us to do everything possible to abide it ; an extension of the delivery time do not allow the buyer to ask for damages.
5.2. For all that they are not imputable to us, unforeseen events such as case of absolute necessity, armed conflict, strikes,... release us of any obligation as far as the agreed time of delivery is concerned.
5.3. The respect of our time of delivery is conditioned by the respect of his obligations by the buyer, in particular of the terms of payment.
6. RECEIPT - DELIVERY
6.1. Except opposite stipulation, our materials is sold "cash and carry" and the delivery takes place in our premises. All fees of carriage, insurance, storing... are in charge of the buyer.
6.2. All complaints for obvious defects, non-conformity or lack in the delivery must be communicated to us immediately and confirmed in writing within the 8 days after the delivery of the materials.
Our materials and software are guaranteed against any working defect due to a defect in the manufacturing or in the design. If the duration of the guarantee is not explicitly mentioned, the guarantee lasts
6 months after the delivery of the materials. Products that are not manufactured by us are only under the guarantee of the manufacturer.
7.2. The buyer has to inform us, without delay and in writing, of any noticeable defects. If they are covered by the present agreement we can choose to ask the buyer to send the materials back to us under his responsibility and at his charge and repair or replace it or to credit the buyer for the materials.
7.3. Our guarantee applies only if the buyer can prove that the defects appeared in usual conditions of use or in conditions we stipulated. The guarantee is not applied in case of maintenance or repairing by somebody else than our representative or ourselves.
7.4. We do not assume any wider responsibility than the obligations defined in the present document. We are not obliged to any indemnity towards the buyer or the third party for accidents of persons, for damage to other goods than the materials covered by the present agreement or for loss of profit. The buyer guarantees us against any resort of a third party.
8. SOFTWARE PRODUCTS
8.1. For software license not specifying any specific term or time-based fee payment, and unless otherwise specified in writing, this limited license is perpetual and shall continue unless terminated pursuant to these terms and conditions.
8.2. Software license provides access to software updates, but not to software upgrades or downgrades, during the time period specified for this license.
9. OTHER CLAUSES
9.1. All the software, drawings, diagrams, studies, offers, projects and other documents we give to the customer remain our property. They cannot be partly or entirely copied, shown or given to third party, even free of charge, without our written authorization for fear of damages.
9.2. When a customer asks us for a well-defined product and when we conceive it in accordance with the indications of the customer, our responsibility is limited to the product in question. Its exploitation can never involve our responsibility.
10. LIMITATION OF LIABILITY
10.1 UNLESS EXPRESSLY AUTHORIZED IN AN AGREEMENT WITH DELTACAST, YOU AGREE NOT TO USE THE PRODUCTS (HARDWARE OR SOFTWARE) WITH ANY SYSTEM OR APPLICATION WHERE THE USE OR FAILURE OF SUCH SYSTEM OR APPLICATION CAN REASONABLY BE EXPECTED TO THREATEN OR RESULT IN PERSONAL INJURY, DEATH, OR CATASTROPHIC LOSS INCLUDING, WITHOUT LIMITATION, USE IN CONNECTION WITH ANY AVIONICS, NAVIGATION, MILITARY, MEDICAL, LIFE SUPPORT, OR OTHER LIFE CRITICAL APPLICATION ("CRITICAL APPLICATION"). UNLESS OTHERWISE STATED IN A SEPARATE AGREEMENT, DELTACAST DOES NOT TEST OR CERTIFY THE TECHNOLOGY FOR USE IN THE CONTEXT OF A CRITICAL APPLICATION AND DELTACAST WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY, IN WHOLE OR IN PART, FOR ANY CLAIMS OR DAMAGES ARISING FROM SUCH USE.
11. LAW IN FORCE - JURISDICTION
The agreement is under Belgian law. For any contesting between the two parties, only the courts of LIEGE are competent.