In these terms and conditions, the two parties are further referred to as “GROWIRE”, the publisher of the terms and conditions, and “CUSTOMER(S)(s)”, the customer(s) of GROWIRE or the end user of each product or service.
1. All our offers and agreements are subject to the following general terms and conditions. The general terms and conditions of our CUSTOMER(S) that deviate from our provisions are only opposable to us insofar as they have been accepted by us in writing. All commitments entered by our agents are only binding if they have been confirmed by us in writing or implied by the fact of the execution, without reservation, of the order.
2. Our estimates, quotations and offers remain valid for 30 working days. Any order that has reached us within 30 working days from the date of an offer on our part, will only be considered accepted after our written confirmation or tacitly due to the fact that the order has been executed without reservation.
3. Unless otherwise agreed, deliveries are made “ex works”. The specified delivery times will be respected as far as possible. Any delay in delivery cannot give rise to, nor to termination of the agreement, nor to compensation, unless explicitly stated to the contrary. We reserve the right to make partial deliveries and partial invoices. Prices are set “ex works”, net to the exclusion of all charges and taxes. All fees are therefore exclusive of taxes imposed by any domestic or foreign taxing authority with respect to the provision of services. The VAT or any other tax that is in force at the time of the invoicing is always borne by CUSTOMER(S) and is added to the fee. Packaging costs are included in the price, unless otherwise agreed or used. Unless otherwise agreed, the shipping costs are not included in the price. For each unforeseen shipment, shipping costs of at least 25 Euro are charged. The charges and taxes that we would have stated in our offers are for information purposes only and are not binding. For each requested specification that is not followed by a repair, an amount as stated in the service catalog (excluding VAT) will be invoiced to the CUSTOMER(S). GROWIRE reserves the right to recover the actual costs above this amount.
4. Invoicing and payment terms are as follows, unless otherwise agreed upon by both Parties:
- BOM: Products are considered accepted by CUSTOMER(S) on delivery at CUSTOMER(S) premises, and thus will be invoiced at that time (payment term: 8 days for businesses with Service Provider approved credit limit; upfront for others).
- BOL Time & Material Statement of Work: Project-based services will be bi-weekly invoiced (payment term: 8 days for businesses with Service Provider approved credit limit; due on receipt for others).
- BOL Fixed Price Statement of Work: Project-based services will be invoiced according to the billing schedule stipulated in the Statement Of Work (payment term: 8 days for businesses with Service Provider approved credit limit; due on receipt for others).
- BOS: Recurring fees will be invoiced at the beginning of the billing period and this either on the 1st of the month (of the quarter), either on the anniversary date of the subscription/contract. Time & Material Service in the scope of Managed Services are invoiced at the beginning of the following month (payment term: 30 days for businesses with Service Provider approved credit limit; due on receipt for others).
Service Provider has the right to revoke a previously approved credit limit at any time.
5. Payments are made by transfer to the bank account of GROWIRE indicated on the invoice. Payment by compensation is excluded. All payments must be made to a financial institution stated on our invoices, within the payment term listed on the invoice, without any discount or compensation option. Any delay in payment entitles us, without prior notice of default, to demand payment of interest of 1% per month from the due date of the invoice. All collection costs are for the account of the CUSTOMER(S). In the absence of payment of an invoice on the due date, the amount thereof will, by operation of law and without prior notice, be increased by 10% with a minimum of 50 € by way of fixed compensation. The non-payment of an invoice on the due date is immediately due and payable as a result of all other sums owed by the CUSTOMER(S) as well. Pending disputes of any kind do not entitle the CUSTOMER(S) to suspend payment. Failure to pay an invoice on the due date gives us the right to break the existing obligations without any formality and subject to compensation and interest. Complaints or disputes with regard to the services or invoices provided are only admissible if they are addressed to us in writing by registered letter within 10 calendar days from the day of delivery of the services or from the invoice date.
If applicable, GROWIRE is entitled to reclaim the various costs for the collection of late payments from CUSTOMER(S). GROWIRE reserves the right upon non-payment by CUSTOMER(S) to stop further deliveries and to consider the Agreement ipso jure and without prior notification to be dissolved in its entirety or for the not yet executed portion.
6. GROWIRE can adjust prices if the costs of products / services, including labor costs, raw materials and exchange rates, increase before the CUSTOMER(S) places the order. GROWIRE reserves the right to adjust the prices per year as a result of indexation and will communicate this to the CUSTOMER(S). This indexation figure will be based on “the official general index of Belgian consumer prices” of the month of December and this for the first time at the first year transition following the start of the agreement (this “consumer price index” was 111.02 in September 2009 as verified. can be found at http://statbel.fgov.be/indicators/cpi/home_nl.asp).
If, during the performance of an agreement, due to an increase in the costs of third-parties, the costs that GROWIRE bears or must bear in order to perform its obligations arising from its agreement with the CUSTOMER(S), GROWIRE will, after it has provided proof to the CUSTOMER(S), be entitled to reasonably adjust the charges to reflect the increase in costs. In that case, GROWIRE will notify the CUSTOMER(S) of this fourteen (14) days in advance.
7. The fulfillment of described obligations of the CUSTOMER(S) is at all times a necessary condition for the performance of the services by GROWIRE. In the event of non-compliance with one or more obligations, GROWIRE may either abandon the assignment or carry out this assignment subject to additional services, which will be charged separately. The CUSTOMER(S) must provide complete and clear instructions, communications, technical and / or administrative information regarding an order to GROWIRE in writing and in good time, using the correct procedures, so that the work can be properly prepared. The CUSTOMER(S) also guarantees that its end users (personnel and / or external parties) as well as suppliers contracted by the CUSTOMER(S) follow the correct procedures. The CUSTOMER(S) must ensure that GROWIRE personnel have access to all accesses and permissions to the buildings and the IT environment necessary for the execution of the assignment. The CUSTOMER(S) is responsible for granting third-parties access to its computing environment. Costs that are linked to granting this access are born by the CUSTOMER(S). The CUSTOMER(S) is also responsible for providing a third-party access policy and enforce this policy towards the third parties that have bene granted access. GROWIRE cannot be held responsible for the fact that the CUSTOMER(S) is or comes in unlawful possession of illegal software licenses, that the CUSTOMER(S) does not have its license management in order or does not have valid supplier-related maintenance contracts. In these cases, as well as for support on software or hardware that is no longer supported by the supplier or is not compatible, GROWIRE cannot be held responsible for a lower level of support than provided for in the service level agreement (SLA).
8. If the CUSTOMER(S) fails to fulfill one of its obligations, such as canceling the order in whole or in part or fails to receive all or part of the goods or services, GROWIRE has the right to demand the dissolution of the agreement. or its fulfillment. In the event of early termination of the agreement by the CUSTOMER(S), the CUSTOMER(S) must pay all amounts due for the remainder of the original period or the activated or ongoing extension, without prejudice to the refund of discounts that the CUSTOMER(S) would have unduly enjoyed. The same amounts apply in the event of termination of the agreement due to the CUSTOMER(S)’s failure to fulfill its obligations. These may be increased by administrative costs and damages for loss, damage, costs or expenses incurred by GROWIRE as a result of the fault of the CUSTOMER(S) or its employees, including, but not limited to, reasonable attorney’s fees and court costs. With this in mind that GROWIRE can prove the actual damage by any means of law, if this is more. GROWIRE can terminate the agreement without notice of default in the event that the CUSTOMER(S) has applied for a judicial concordat or suspension of payment, or is in a state of bankruptcy, bankruptcy or manifestly insolvent.
9. The CUSTOMER(S) is fully aware that GROWIRE may use the competences of subcontractors or third-parties to perform its obligations under the agreement. In addition, the CUSTOMER(S) is fully aware that – during the course of the agreement, GROWIRE may use third-party services such as managed service providers, housing, hosting and cloud providers. At the request of the CUSTOMER(S), Service Provider will inform the CUSTOMER(S) of the identity of any subcontractor, third-party or third-party service providers that GROWIRE relies on to fulfill its obligations. GROWIRE is committed to making every effort to sign solid back-to-back agreements between GROWIRE and the subcontractors or third-party service providers. Depending on the service or service provider, these agreements may be entered into between the CUSTOMER(S) and the service provider, or between GROWIRE and the service provider, whereby GROWIRE represents the interests of the CUSTOMER(S), but the latter only with the approval of the CUSTOMER(S). Neither party has the authority to bind the other party to any contract or agreement. The terms and conditions, as well as the service level agreements (SLAs) of the service provider or the Third-Party Services Provider apply. The CUSTOMER(S) is aware that – in case no specific back-to-back agreement can be signed between GROWIRE and the third-party – GROWIRE cannot be held responsible for the (quality of) performance of this third-party. GROWIRE will, where appropriate, make every effort to hold these subcontractors accountable for compliance with this third-party’s SLA, if such an SLA exists.
10. GROWIRE accepts legal obligations to pay compensation only insofar as this appears from this article. GROWIRE’s total liability for attributable shortcoming in the performance of the agreement is limited to compensation for material damage to goods (not including software, data) and direct financial damage up to the amount of the price and / or compensation stipulated for that agreement (exclusive of VAT). If the agreement relates to services or a continuing performance contract, the stipulated price is set at the total of the fees (excluding VAT) stipulated for one year. For what concerns issues related to Software related problems, Service Provider is not liable for compensation for any damage, direct or indirect. For what concerns other services, the contractual and extra-contractual liability of Service Provider is limited to the amount equal of the fees for the current year that are invoiced by Service Provider by virtue of this Agreement. The restriction to this maximum amount applies as compensation for damages suffered and can in no circumstance whatsoever be considered a penalty. In any case, CUSTOMER(S) must first make use of its own insurance. GROWIRE’s liability for other financial damage, including consequential damage such as loss of profit, lost savings, damage due to business interruption, damage related to loss or corruption of data, is excluded. GROWIRE’s total liability for damage resulting from death or physical injury will in no case exceed fifty thousand (50,000) Euro per event, whereby a series of related events counts as one event. GROWIRE’s liability due to attributable failure to fulfill the agreement arises only if the CUSTOMER(S) gives GROWIRE a proper written notice of default by registered letter within 10 calendar days from the day of delivery of the services, setting a reasonable period to settle the failure and GROWIRE, even after that period, continues to fail to fulfill its obligations. The notice of default must contain as detailed a description of the shortcoming as possible, so that GROWIRE is able to respond adequately. GROWIRE cannot be held responsible for the fact that the CUSTOMER(S) is or comes in unlawful possession of illegal software licenses, that the CUSTOMER(S) does not have its license management in order or does not have valid supplier-related maintenance contracts. In these cases, as well as for support on software or hardware that is no longer supported by the supplier or is not compatible, GROWIRE cannot be held responsible for a lower level of support than provided for in the service level agreement (SLA). For what concerns all Services included in this Agreement, Service Provider is only liable for and CUSTOMER(S) can only claim re-execution of the service as it is described in this Agreement. All claims for damages must be communicated in writing to Service Provider within ten days after CUSTOMER(S) becomes aware of the damage.
11. The risk is transferred to the CUSTOMER(S) at the time of delivery. The object of the sale remains the property of GROWIRE until it has received payment of the totality of the sale price and its ancillary amounts (costs, taxes, fees due, accrued interest …), either in cash or by a final payment. deposit into her bank account. Until then, GROWIRE may at any time, by ordinary registered mail, claim back the object of the sale from the CUSTOMER(S), the latter being held responsible for any damage to it in proportion to its new condition.
12. Parties are not liable for the consequences of force majeure. Neither of the Parties shall be liable for any delay in compliance or non-compliance with their obligations on the grounds of this Agreement or of any agreements from this Agreement due to circumstances that are, reasonably beyond their control (including social unrest such as strikes). The respective obligations of Service Provider and CUSTOMER(S) in the framework of this Agreement are then suspended to the degree that performance thereof has been delayed, rendered difficult, or made impossible by such circumstances for a period equal to the time thereby lost. The party who invokes the aforesaid circumstances must inform the other immediately and in writing thereof as well as of their cessation.
13. Neither party will, during the term of the agreement and for 12 months after the termination of the agreement, directly or indirectly maintain business relations with the employees of the other party or approach them with a view to establishing business relations with itself or third-parties, unless all parties agree in writing. The prohibition applies regardless of who initiates contact. If the above prohibition is violated, the offending party will owe compensation of EUR 50,000 to the other party. The compensation is immediately due and payable.
14. Unless otherwise agreed, no intellectual property rights are transferred on the basis of an agreement. GROWIRE reserves all possible rights to it.
15. The Agreement shall not constitute an agency relationship between the Parties, and neither Party shall have any authority to bind the other Party in any way whatsoever.
16. Unless expressly agreed between the Parties’ authorized representatives in writing, no admission, act or omission made by CUSTOMER(S) or GROWIRE respectively shall constitute a waiver or release from any obligation or liability for such Party under this Agreement.
17. Rights accrued at the date of any termination of the Agreement and rights intended by their nature to survive termination shall survive any such termination of the Agreement.
18. Modifications of or amendments to this Agreement shall be valid only when made in writing. Deviations from the General Terms and Conditions and/or to the Service-Specific Conditions for the services used as building blocks to deliver above-mentioned services will be written in a separate document and signed by both parties. To be valid and to have priority over the stipulations of the service-specific and or the General Terms and Conditions, the stipulation or stipulations deviated from must always be specified. Supplementary stipulations that contain no modifications of the General Terms and Conditions and/or the Service-Specific Conditions will be included as well.
19. The notification of acts as well as every notification to GROWIRE can be done validly only at the address of its offices at Gent. The Parties undertake to notify each other by registered letter of a change of address of the registered office and/or operational headquarters. Upon failure to do so, all acts and writs can be validly served at the last given address.
20. Should individual provisions be legally void or unenforceable, the validity of the remaining provisions shall not be affected thereby. In such a case the Parties shall by mutual agreement substitute for the provisions concerned a provision considered substantially equivalent in economic terms.
21. By placing an order as well as paying an invoice, the CUSTOMER(S) acknowledges to have taken note of the above-mentioned general terms and conditions and to accept them.
22. The agreement falls under the jurisdiction of Belgian law. For any dispute between the parties, the CUSTOMER(S) acknowledges the exclusive jurisdiction of the Brussels Courts.