ARTICLE 1 SCOPE OF APPLICATION
The general terms and conditions of sale apply to all quotations, orders, and agreements entered into by leadstreet BV. These conditions prevail in the event of a conflict between these conditions and the customer's conditions. The customer's conditions, including any amendments made to leadstreet BV's conditions, are only binding on leadstreet BV to the extent that leadstreet BV has explicitly and in writing accepted these amendments in advance. In the event of one or more provisions conflicting or being inconsistent with one or more provisions set out in a contractual document, the latter prevail.
ARTICLE 2 FORMATION OF THE AGREEMENT
Quotations from leadstreet BV are only valid if they contain a validity period. Orders and agreements are only binding after written confirmation from leadstreet BV or upon sending the invoice.
ARTICLE 3 PRICE AND DELIVERY TIMES
The price is as stated in the estimate. The prices and expenses indicated in leadstreet BV's price list may be changed at any time, without prior notice, and adjusted to the evolution of fixed and/or variable costs. In this case, the new price stated on the front of the invoice shall apply. Dates and delivery times are purely informative and not binding on leadstreet BV unless explicitly and in writing agreed otherwise. Exceeding them does not entitle the buyer to any compensation and/or cancellation of their order.
ARTICLE 4 PAYMENT
Unless otherwise stated on the invoice, all invoices from leadstreet BV are payable in cash. Any invoice not paid within 30 days accrues interest of 10% per year from the due date. In the event of non-payment on the due date, a conventional flat-rate compensation of 10% of the invoice amount, with a minimum of €150, is also due. Interest and the flat-rate compensation are due by operation of law on the due date, without prior notice. Any applicable taxes and import duties are borne by the customer. If leadstreet BV's confidence in the customer's creditworthiness is shaken by acts of judicial enforcement against the customer and/or other identifiable events that call into question and/or make it impossible to trust the customer's performance of the commitments entered into or in the event of non-payment of an invoice, leadstreet BV reserves the right to demand guarantees from the customer and/or suspend any remaining deliveries, without formality and subject to all of leadstreet BV's rights. leadstreet BV reserves the right to cancel the entire order or part thereof, even if the goods and/or services have already been wholly or partially delivered. In such cases, the amount referred to in Article 5 shall be due as compensation.
ARTICLE 5 DISSOLUTION
Any cancellation must be made in writing and is only valid with the written acceptance of leadstreet BV. In the event of unilateral dissolution by the customer of an agreement concerning the delivery of goods and/or services before delivery, the customer owes leadstreet BV compensation of 30%. The costs already incurred by leadstreet BV are borne by the customer. If the damage suffered by leadstreet BV is higher than 30%, leadstreet BV reserves the right to claim higher compensation.
ARTICLE 6 TESTING AND INSTALLATION OF GOODS
The customer is responsible for the installation and testing of the goods and/or services supplied by leadstreet BV. Upon the customer's request and with leadstreet BV's approval, leadstreet BV will carry out the installation at the prices applicable at that time.
ARTICLE 7 ACCEPTANCE OF GOODS AND SERVICES
The customer is deemed to have definitively accepted the goods delivered by leadstreet BV unless leadstreet BV has been notified in writing of a defect within 10 days of delivery of the goods or after discovering a hidden defect. If the complaint is admissible and well-founded, the responsibility is limited to the price of the delivered goods. No other damage to the buyer or a third party will be compensated. The services provided by leadstreet BV are deemed to be fully accepted by the customer at the time of delivery of the services.
ARTICLE 8 TRANSFER OF OWNERSHIP
There is no transfer of ownership.
ARTICLE 9 PROPERTY RIGHTS
All property rights (including, but not limited to, copyrights, patent rights, trademarks, trade secrets, methods, procedures, know-how) relating to the goods and services of leadstreet BV remain the exclusive property of leadstreet BV and/or the third party. The customer undertakes to respect these property rights and accepts that they are granted only limited usage rights. The information and documentation provided to the customer may not be wholly or partially copied or shown and/or handed over to third parties in any form. It may only be used for the purpose for which it was provided. The customer agrees to be bound by the license terms applicable to these products and services. A copy of the license terms can be obtained upon request.
ARTICLE 10 WARRANTY AND LIABILITY
leadstreet BV guarantees that the goods are substantially in accordance with the product specifications as set out in the license agreement. The warranty and liability for goods from third parties, supplied by leadstreet BV, are limited to the warranty given by the third party as stated in the license terms for such goods, and of which the customer can obtain a copy upon simple request before purchasing the goods and/or services from leadstreet BV. All services are provided "as is." This warranty only applies to the extent that the customer demonstrates that the defects have arisen under normal or prescribed conditions of use. The warranty does not apply in case of poor installation, poor maintenance, unprofessional repair, and unauthorized modification by the customer. leadstreet BV is only liable for compensation for direct damage caused to the customer if and to the extent that the customer proves such damage and leadstreet BV acknowledges the truth of the damage. The amount of this compensation will in any case not exceed the invoiced price or the rate payable for the products and/or services that caused the damage, and is in any case limited to a maximum of €10,000 per damage event. leadstreet BV is not liable for unforeseeable damage, consequential damage, or indirect damage (including, but not limited to, commercial or financial loss of clientele, loss of information, data or programs, or actions or claims for damages brought by third parties). leadstreet BV does not compensate for damage caused by hardware, software, and other products and/or services supplied or provided by parties other than leadstreet BV. leadstreet BV also does not compensate for damage caused by the fault of the victim or a third party. Any claim for compensation under this article must reach leadstreet BV in writing within 5 days of the damage occurring.
ARTICLE 11 FORCE MAJEURE
In the event of force majeure, such as fire, strike, riots, negligence of suppliers, or any action beyond the control of leadstreet BV, leadstreet BV is not responsible for defective and/or delayed performance of all or part of its obligations. If a product and/or service cannot be delivered due to force majeure, leadstreet BV reserves the right to terminate the agreement without compensation. Current or future import and export restrictions and regulations concerning goods and services that may hinder leadstreet BV in the delivery of goods and/or services are considered force majeure.
Article 12 Export and import provisions
Export under these terms is subject to obtaining, if applicable, permission for the export and/or import of products, services, and documentation from the country of origin for the delivery to the customer. If within 3 months of the conclusion of the agreement the required permissions and licenses have not been granted and brought to the attention of LEADSTREET, the agreement will be considered non-existent. With regard to these products, services, and documentation, the customer shall not act contrary to the applicable export and/or import regulations and/or license conditions.
Article 13 Applicable law and jurisdiction
Belgian law applies to these terms and conditions, and to any order, acceptance, or agreement falling under these terms, excluding the Vienna Sales Convention. The Justice of the Peace of the 3rd canton, the Court of First Instance, and the Commercial Court of the judicial district of Kortrijk have exclusive jurisdiction over any dispute relating to these terms and conditions, and any order, acceptance, or agreement to which these terms and conditions apply.
