Algemene voorwaarden voor verkoop van goederen en levering van diensten door Tyneso NV
Article 1 – DEFINITIONS
Tyneso NV reserves the right to adjust the contents of the following definitions to changed circumstances subject to notice.
- Sale of Goods: the sale of any form of computer hardware and software and related products under the warranty terms and conditions of the manufacturers of such hardware and software.
- Provision of Services: the supply of services in the field of installation and maintenance of computer networks
- Customer: the person/company in whose name and on whose behalf an order is placed
- User: the individual using and/or benefitting from the Sale of Goods and/or Provision of Services
- Supplier: the person/company who has accepted the order
- Force Majeure: everything that is understood in this respect in the legal rules and jurisprudence, as well as all failures of a technical nature that are beyond the control of Tyneso NV
Article 2 – AREA OF APPLICATION
These general terms and conditions shall be regarded as a supplement to the general terms and conditions for Hosted Services Agreement and shall apply to all offers, orders, agreements, invoices and all other documents used in the trade for the Sale of Goods and the Provision of Services by Tyneso NV and shall take precedence over the Customer’s own general terms and conditions.
Any deviation from these general terms and conditions shall be established in advance in writing and accepted by Tyneso NV.
Any order placed by the Customer shall indicate the Customer’s express acceptance of these general terms and conditions without reservation.
Artikel 3 – ORDERS
Every order placed by a Customer shall bind that Customer definitively, irrespective of the way in which it came about (by telephone, post, fax, e-mail, …….).
Tyneso NV’s quotations and price lists shall be regarded as being indicative only, and therefore not binding for Tyneso NV. The order shall only be regarded as definitively binding for Tyneso NV upon its written acceptance.
Article 4 – DELIVERY
The agreed delivery periods and delivery dates shall be regarded as being indicative only, and therefore not binding for Tyneso NV.
In case of late delivery, the Customer shall under no circumstances be entitled to claim compensation, dissolution and/or breach of contract.
Tyneso NV reserves the right to deliver in parts.
In case of Force Majeure or other unforeseen circumstances, Tyneso NV shall have the right to cease deliveries either in full or in part.
Article 5 – INVOICING AND PAYMENT TERMS
The invoices of Tyneso NV shall be payable in cash at the registered office of Tyneso NV.
In the event that the Customer has been granted special terms of payment but ceases to comply with them, then invoices shall once again become payable in cash.
In the event of non-payment of an invoice (or part of an invoice) on its due date, the Customer shall automatically and without notice of default owe default interest on the outstanding balance equal to the reference interest rate increased by seven percentage points and rounded up to the higher half percentage point, as stipulated in the Act of 2 August 2002 with regard to combatting late payment in commercial transactions, without prejudice to a 12% penalty clause on the outstanding balance.
In the event of non-payment of an invoice on its due date, the Supplier shall also be entitled to suspend any further performance of this agreement until all arrears have been paid in full.
Article 6 – OWNERSHIP
As long as the Customer has not paid the full purchase price including costs and taxes to be increased with any interest or damage compensation, Tyneso NV remains the owner of the goods and services it has delivered.
Any software provided shall remain the exclusive property of its manufacturer. The Customer shall be granted a user licence only. The Customer and/or User shall under no circumstances transfer, assign, pledge, transfer or lend the goods, services and/or software, whether in retainer or free of charge. The Customer and/or User shall keep the proprietary notices in favour of the manufacturer affixed to the software and the manual in good condition and shall ensure that the software remains confidential. The Customer and/or User is prohibited from imitating the goods or parts thereof, or from allowing their imitation or promoting their imitation in any way.
The general programmes belonging to Tyneso NV which are adapted to the Customer’s own needs shall remain the exclusive property of Tyneso NV. The Customer shall be granted a right of use only.
Article 7 – WARRANTY
The warranty relating to the goods delivered is limited to the manufacturer’s warranty only.
Article 8 – LIABILITY
Tyneso NV shall only be obliged to compensate the Customer for damage proven by the Customer to be the result of Tyneso NV’s own fault or negligence and not attributable to Force Majeure and/or the fault of a third party.
The compensation to which Tyneso NV may possibly be held liable shall in any case and regardless of the cause be limited to the amount of cover provided by the professional liability insurance taken out by Tyneso NV.
The Supplier shall not be held liable for loss of data. The Customer himself shall be responsible for the preservation of data.
Article 9 – TERMINATION
Tyneso NV may terminate the agreement with immediate effect if the Customer does not properly fulfil, either in part or in full, or is in breach, of one or more of its obligations towards Tyneso NV.
In the event of termination of the agreement by or to the disadvantage of the Customer, the Customer shall owe to the Supplier, in addition to the price of the Goods and/or Services already delivered, a termination fee fixed at 35% of the total price of the undelivered Goods and/or Services.
Article 10 – COMPLAINTS
Any complaint must be formulated by registered letter within 5 days of delivery or receipt of the invoice.
Article 11 – APPLICABLE LAW AND JURISDICTION
Only Belgian law applies.
The courts of Brussels have exclusive jurisdiction to hear disputes.