Article 1: Applicability
1.1. Octiva Belgium B.V., a limited liability company with company number BE0811.437.464, established at Interleuvenlaan 46, 3001 Leuven, Belgium, shall be referred to as “seller.” The counterparty shall be referred to as “client.”
1.2. These terms and conditions apply to all offers made by the seller, to all agreements concluded by them, and to all resulting agreements where the seller delivers products or services.
1.3. In case of conflict between a provision of the agreement and these terms, the agreement’s provision shall prevail.
Article 2: Offers
2.1. All offers by the seller are non-binding and revocable, including those with an acceptance period. The seller may revoke the offer within two working days after receiving acceptance.
2.2. Prices are in euros, excluding VAT and other taxes, and exclude costs for travel, accommodation, packaging, transport, loading, unloading, and customs assistance.
Article 3: Confidentiality
3.1. All information provided by the seller is confidential and may only be used for the agreement’s execution.
3.2. Breach of confidentiality results in a penalty of €25,000 per violation, without prejudice to legal damages.
3.3. Upon request, the client must return or destroy confidential materials. Non-compliance incurs a €1,000 per day penalty.
Article 4: Advice and Provided Information
4.1. No rights can be derived from advice not related to the assignment.
4.2. Seller may assume the accuracy of client-supplied information.
4.3. Seller has no obligation to verify the client’s materials or instructions.
4.4. Client indemnifies seller against third-party claims related to client-supplied data or materials.
Article 5: Delivery Time
5.1. Delivery times are indicative. Client must issue a notice of default if exceeded.
5.2. Deadlines apply only if all conditions are fulfilled timely.
5.3. Unforeseen changes caused by the client void delivery terms.
5.4. Resulting costs and damages are borne by the client.
5.5. Exceeding delivery time does not justify dissolution or damage claims.
Article 6: Delivery and Transfer of Risk
6.1. Delivery occurs when the item is made available at the agreed location. Risk transfers at that moment.
6.3. Client must immediately provide required transport documents.
Article 7: Price Changes
Seller may adjust prices due to cost increases, unless a fixed price was agreed. Client must pay upon request.
Article 8: Force Majeure
8.1. Force majeure relieves the seller from liability and performance obligations.
8.2. Examples include war, terrorism, pandemics, natural disasters, strikes, and more.
8.3. Seller may suspend performance during temporary force majeure.
8.4. If force majeure persists over six months, either party may terminate the agreement.
8.5. No damages are owed for force majeure-related suspension or dissolution.
Article 9: Additional Work
Additional work is billed at current rates and payable upon request.
Article 10: Completion of Delivery
10.1. Delivery is deemed completed when:
- a. Client approves;
- b. Client uses the item (even partially);
- c. Seller notifies completion and client does not object within 14 days;
- d. Client only objects due to minor, non-blocking defects.
10.2. Rejection must be reasoned in writing and allow rectification.
Article 11: Liability
11.1. Seller’s liability is limited.
11.2. If insured, compensation is limited to insurer’s payment.
11.3. Otherwise, compensation is capped at 15% of the relevant contract part.
11.4. Excludes consequential, custody, and equipment damage, and excludes intentional/reckless acts by auxiliary persons.
11.5. Client indemnifies seller from third-party claims involving seller’s components.
11.6. Compensation claims expire after 24 months unless legal action is taken.
Article 12: Warranty and Other Claims
12.1. Seller guarantees performance for 12 months post-delivery unless otherwise agreed.
12.2. Client must cooperate with seller’s investigation.
12.3. Unfounded complaints incur reimbursement of seller’s investigation costs.
12.4. Seller may choose to repair, replace, or credit defective items.
12.5. Seller decides on method and timing of remedy.
12.6. Return transport and related costs are borne by the client.
12.7. Warranty only applies if client meets all obligations.
12.8. Warranty excludes wear, misuse, improper maintenance, unauthorized repairs, and client-supplied materials. Excludes used goods and services unless otherwise agreed.
12.9. Applies equally to claims based on non-performance or other grounds.
Article 13: Complaints Obligation
13.1. Defects must be reported within 14 days of discovery.
13.2. Invoice complaints must be submitted within the payment term or 30 days of the invoice date.
Article 14: Goods Not Taken
14.1. Client must take delivery after the agreed period ends.
14.2. Client must cooperate fully with delivery.
14.3. Non-taken goods are stored at the client’s risk and expense.
Article 15: Payment
15.1. Payments must be made to the seller’s designated account or office.
15.2. Standard payment term is 7 days post-invoice.
15.3. Upon default, seller may request payment in kind.
15.4. Offsetting or suspension is not allowed except in insolvency cases.
15.5. All client obligations become due immediately if:
- a. A payment deadline is missed;
- b. Article 14 is breached;
- c. Security is not provided (Art. 16);
- d. Bankruptcy or insolvency proceedings begin;
- e. Client’s assets are seized;
- f. Client dissolves or liquidates (corporation);
- g. Client dies or is legally incapacitated (individual).
15.6. Late payments accrue 12% interest annually, compounded yearly.
Article 16: Securities
16.1. Seller may demand security. Non-compliance results in immediate default.
16.2. Ownership remains with the seller until full payment, including penalties.
16.3. Retention of title revives in subsequent non-payment situations.
16.4. Goods may not be transferred or pledged outside normal business. This has property law effect.
16.5. Seller may reclaim goods after invoking retention rights.
16.6. Breach of retention clause results in €250/day penalty (max €25,000).
16.7. Seller retains pledge and lien rights on all client goods.
Article 17: Intellectual Property Rights
17.1. Seller holds all IP rights for works and inventions related to the agreement.
17.2. IP rights are not transferred during contract execution.
17.3. Source code remains with seller; client receives user license only.
17.4. Licenses are non-transferable except when reselling related goods.
17.5. Seller is not liable for third-party IP claims.
17.6. Client indemnifies seller against such claims.
Article 18: Transfer of Rights or Obligations
Client may not assign or encumber rights or obligations without seller’s written consent. This clause has property law effect.
Article 19: Termination or Cancellation of the Agreement
19.1. Client may not unilaterally cancel or terminate the agreement.
19.2. If permitted by seller, the client owes at least 20% compensation. Seller may claim more or impose conditions.
Article 20: Applicable Law and Competent Court
20.1. Belgian law applies.
20.2. The competent courts in Leuven, Belgium, have exclusive jurisdiction over disputes.