Terms and conditions
Article 1: Applicability
Octiva Belgium B.V., with company number BE0811.437.464 and registered office at Interleuvenlaan 46, 3001 Leuven, Belgium, is referred to as the seller. The other party is referred to as the client.
These terms apply to all offers, agreements and related arrangements under which the seller supplies products or services.
If a provision in the agreement conflicts with these terms, the agreement takes precedence.
Article 2: Offers
All offers made by the seller are without obligation and may be revoked, including offers that mention an acceptance period.
All prices are stated in euros and exclude VAT, taxes and additional costs such as travel, accommodation, transport, packaging, loading, unloading and customs-related expenses.
Article 3: Confidentiality
All information provided by the seller must be treated as confidential and may only be used for the execution of the agreement.
If the client breaches this confidentiality obligation, a contractual penalty may apply, without affecting the seller’s right to claim further damages.
At the seller’s request, confidential documents and materials must be returned or destroyed.
Article 4: Advice and Provided Information
No rights can be derived from advice that falls outside the scope of the agreed assignment.
The seller may rely on the correctness and completeness of the information supplied by the client.
The seller is not required to verify materials, documents or instructions provided by the client.
The client indemnifies the seller against claims from third parties arising from client-supplied data or materials.
Article 5: Delivery Time
Delivery times are indicative and not strict deadlines, unless explicitly agreed otherwise in writing.
Delivery periods only apply when all necessary conditions for performance have been fulfilled in time.
If the client causes changes or delays, the originally stated delivery period no longer applies.
Exceeding a delivery period does not automatically entitle the client to terminate the agreement or claim damages.
Article 6: Delivery and Transfer of Risk
Delivery takes place when the goods are made available at the agreed location.
From that moment onward, the risk passes to the client.
The client must immediately provide all required transport and delivery documentation.
Article 7: Price Changes
The seller may adjust prices if cost-increasing circumstances occur, unless a fixed price was expressly agreed.
Article 8: Force Majeure
In cases of force majeure, the seller is not obliged to fulfil its obligations and is not liable for resulting damage.
Force majeure includes situations such as war, terrorism, pandemics, natural disasters, strikes and similar unforeseen events.
During temporary force majeure, the seller may suspend performance.
If force majeure lasts longer than six months, either party may terminate the agreement.
Article 9: Additional Work
Additional work is charged separately at the seller’s applicable rates.
Article 10: Completion of Delivery
Delivery is considered completed once the client approves the work, uses the delivered item, fails to object in time after notification of completion, or only raises objections concerning minor defects.
Any rejection must be substantiated in writing and must allow the seller the opportunity to remedy the issue.
Article 11: Liability
The seller’s liability is limited.
If insurance coverage applies, compensation is limited to the amount paid out by the insurer.
If no insurance payout applies, liability is limited to a percentage of the relevant part of the agreement.
The seller is not liable for consequential damage, indirect loss or specific categories of excluded damage, except where mandatory law provides otherwise.
Claims for compensation expire after a set period unless legal proceedings are started in time.
Article 12: Warranty and Other Claims
The seller provides a warranty period of 12 months after delivery, unless another arrangement was agreed in writing.
The client must cooperate with any investigation into a complaint.
If a complaint proves unfounded, the seller may recover investigation costs from the client.
The seller may choose whether to repair, replace or credit defective goods.
The warranty does not apply in cases such as normal wear and tear, misuse, poor maintenance, unauthorised repairs or defects caused by client-supplied materials.
Article 13: Complaints Obligation
The client must report visible or discovered defects within the period stated in the terms.
Complaints relating to invoices must also be submitted within the applicable deadline.
Article 14: Goods Not Taken
The client must take delivery as soon as the agreed period has expired.
If the client does not cooperate, storage takes place at the client’s risk and expense.
Article 15: Payment
Payments must be made to the bank account or office designated by the seller.
The standard payment term is 7 days after the invoice date.
Set-off or suspension by the client is not permitted, except where mandatory law or insolvency rules provide otherwise.
If the client defaults, all outstanding obligations may become immediately due and payable.
Late payment interest may be charged in accordance with the terms.
Article 16: Securities
The seller may require security for payment and performance.
Ownership of delivered goods remains with the seller until full payment has been made.
As long as ownership has not transferred, the client may not transfer, pledge or otherwise encumber the goods outside normal business operations.
The seller may reclaim the goods if payment obligations are not fulfilled.
Article 17: Intellectual Property Rights
All intellectual property rights relating to works, designs, inventions, software and other materials connected to the agreement remain with the seller.
No transfer of intellectual property rights takes place unless explicitly agreed in writing.
Source code remains the property of the seller. The client only receives the agreed right of use.
The seller is not liable for claims by third parties concerning intellectual property infringements linked to client instructions or external materials.
Article 18: Transfer of Rights or Obligations
The client may not transfer or encumber rights or obligations under the agreement without the seller’s prior written consent.
Article 19: Termination or Cancellation of the Agreement
The client may not unilaterally cancel or terminate the agreement unless the seller agrees to this in writing.
If cancellation is accepted, the seller may charge compensation and impose conditions.
Article 20: Applicable Law and Competent Court
Belgian law applies to these terms and conditions and to all agreements with the seller.
Any disputes fall under the exclusive jurisdiction of the competent courts of Leuven, Belgium.
