Article 1 - General provisions
1.1 These General Terms and Conditions apply to the delivery of services as well as the sale of goods by Qastan, as the commercial name for FIT BV and all its legal successors. Deviations from these General Terms and Conditions are only valid if they have been explicitly accepted and confirmed in writing by Qastan. In all other cases the provisions set forth below shall continue to apply in full to all offers, proposals, quotations, orders, agreements, services and deliveries of goods and services.
In the absence of a special written agreement, and only to the extent of the exception described therein, all deliveries, offers and agreements shall be carried out in accordance with the terms and conditions set forth below.
1.2 By placing an order, agreeing to an offer or agreeing to execution, the customer unconditionally and irrevocably acknowledges these General Conditions. The customer thus always expressly acknowledges having read these conditions prior to the agreement.
Article 2 - Offers and orders
2.1 All our prices are exclusive of VAT and any costs to be incurred in the context of the agreement, including shipping and handling costs. When a price quotation is signed by the customer or accepted, a complete and legally valid contract is considered to have been concluded including acceptance of the present conditions. Only after such signature and, where appropriate, after payment of an advance should Qastan proceed to execute the quotation.
2.2 However, to the extent that, in the period between quotations and acceptance, the prices of one or more components should be increased by Qastan's supplier, Qastan is no longer bound by the prices in the quotation, and may, at its option and without compensation, either cancel the quotation or adjust it in proportion to the price increases of the materials. This is also not a valid ground for breaking, dissolving or suspending the execution of the agreement by the customer, nor can it give rise to any price reduction or compensation.
2.3 Qastan reserves the right to change the ordered goods in composition and use of materials in order to make useful improvements. The customer undertakes, with the orders, to provide all necessary information for the execution of the work or the delivery of the goods, failing which he cannot invoke any defects resulting from the failure to provide such information.
Article 3 - Delivery terms
3.1 Our offers are made without commitment as to the delivery and execution dates, which are always approximate. Delays shall in no way justify the cancellation of the order, the execution, the breach of the contract, a price reduction or any claim for compensation.
Article 4 - Conditions of payment and retention of title
4.1 All invoices are always payable at the address of the registered office, on the due date and to the account number mentioned on the invoice. Unless otherwise agreed in the special conditions, invoices are always payable 30 days after the invoice date.
4.2 Any invoice that remains unpaid on its due date will, automatically and without notice, be increased by an interest of 1% per month until full payment. The compensation for non-payment - in case of non-payment on the due date - will also be increased with a fixed and undiminished compensation of 15% with a minimum of €100.
4.3 As long as the delivered goods have not been paid in full - possibly increased with the interest and compensation - they remain the property of Qastan. However, the risks to which the goods may be exposed shall be borne by the buyer as soon as they are made available to him. In the case of software this allows the owner, being Qastan, to deny access to the software.
4.4 Any objection must be made within 8 days of the invoice date by reasoned letter. In the absence of deposit within the prescribed period, the invoice is deemed to be accepted. In any case, the amount of the suspended payment may only relate to that part of the goods or services supplied that is directly related to the alleged non-compliance with the contractual obligation.
4.5 Depending on the assignment to be carried out, one or more advances may be required before the start. Advances shall always be deducted from the final invoice after completion of the assignment.
Article 5 - Secrecy and privacy
5.1 The parties shall keep all information - whether obtained orally or in writing - and reasonably believed to be confidential, strictly confidential.
5.3 Unless expressly agreed otherwise, Qastan reserves the right to use the customer as a reference for commercial purposes.
Article 6 - Obligations of the customer
6.1 The parties shall make all information and documents necessary for the proper execution of the order, available to Qastan in a timely manner.
6.2 The customer shall also ensure that its hardware meets all minimum requirements necessary for the software products of Qastan. When failing to adapt the hardware and infrastructure (incl. stable network) to the minimum requirements, Qastan can not be held liable nor responsible for any defects (such as loss of speed,...) loss of efficiency or malfunctioning of the software product.
7.1 Qastan is not obliged and cannot be held liable for contractual obligations the fulfilment of which has become impossible due to force majeure.
7.2 Under no circumstances can Qastan be held liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business stagnation or loss of data, whether or not arising from the non-fulfilment of its obligations. For the rest, the liability shall be limited to the sum equal to the amount that would have been payable for the goods and/or services supplied and with a maximum of EUR 5,000.
8.1 Without prejudice to all other provisions, whether general or particular, the following conditions apply to the delivery of software, insofar as they deviate from the above conditions.
8.2 Software developed by Qastan enjoys a warranty period of 2 months, during which period any programming errors, excluding errors in analysis or in performance as a result of a specific additional request by the customer, will be repaired by Qastan free of charge. The guarantee period starts from the final implementation or the sending of the final invoice for the specific order.
8.3 Outside the aforementioned period, the repair or improvement costs will be invoiced, without prior additional agreement, on the basis of cost-plus pricing. Under no circumstances can the Seller be held liable for the loss of the content (either software itself or data) of the data carriers, even if this loss occurs during an intervention by the supplier. The customer himself will take care of the necessary backups in order to avoid any loss of information due to repair. Qastan is in no way liable for any damages or claims resulting from any lawful or unlawful use of the programs. The customer indemnifies Qastan in the most general manner against all beneficial claims and rights of third parties, whether based on licenses, patents or any other rights arising directly or indirectly from the specific use by the purchaser of the programs. Unless expressly authorized in writing by Qastan, the purchaser is in any case prohibited from duplicating the software developed by the seller or by Qastan's supplier, either for his own use or for use by third parties.
8.4 Requests not included in the quotation or attached technical description will be considered as additional requests and will be charged extra at our applicable hourly rate.
Article 9 - Disputes and rescission
9.1 If the customer fails to perform an obligation, Qastan is entitled either to demand forced performance with applications of the present general terms and conditions, or to declare the agreement dissolved by operation of law and without notice of default. This will always be communicated in writing. In the latter case the customer shall be bound to pay for all deliveries and work already carried out, as well as to compensate all our losses, with an absolute fixed minimum of 30% of the agreed price including VAT, or at least the maximum allowed by law.
9.2 All our contracts, deliveries and works are governed by Belgian law. All disputes shall be subject to the exclusive jurisdiction of the courts of the Kortrijk district.