General Terms and Conditions
Place of establishment
Ghent Zuiderpoort, Atrium
Gaston Crommenlaan 4 bus 26
Place of establishment
Luchthavenlaan 25 B
Parc Créalys, Rue Camille Hubert 23, 5032 Les Isnes
Tel.: +32 (0)81 40 70 00
Fax: +32 (0)81 40 70 70
Namur Register of Legal Entities (RPR)
Enterprise number: BE 0428.555.896
- Quotations are valid for thirty calendar days (unless otherwise stated) and are subject to these General Terms and Conditions.
- Corilus n.v./s.a. shall only be bound by a written confirmation of customer orders by an authorised person within its organisation.
- Corilus n.v./s.a. may request advance payments for orders above a certain amount, if required.
- The delivery periods and conditions are only binding if Corilus n.v./s.a. has expressly indicated them and accepted them in writing. The delivery periods and conditions indicated in the quotation may be modified, if required, when the final order is placed, for example, due to a possible delay in the signing of the order form by the Customer or an altered situation with our suppliers (e.g. availability, configuration and price changes). Any delay in the completion date cannot lead to the application of a penalty clause, nor can it constitute a reason for the dissolution of the contract.
- Circumstances independent of our will and of such a nature that we can no longer be reasonably required to perform the contract, as well as cases of force majeure, shall entitle us to terminate the contract in whole or in part without the obligation to pay compensation (e.g. import or export bans, measures issued by official bodies that make delivery impossible, difficult or significantly more difficult than at the time at which the contract was concluded, interruption in rail or air traffic, strikes, fire, etc.).
- In the event of cancellation of the order by the Customer before delivery, the Customer shall be required to a fixed compensation fee of 50% of the amount of the order, without prejudice to the right of Corilus s.a./s.a. to claim a higher compensation amount if the actual costs relating to this cancellation are higher than the fixed amount of compensation. In any event, the advance received shall remain held by Corilus n.v./s.a.
- The Customer shall accept the delivered hardware, software and databases as conforming to the order placed either with an authorised distributor or directly with Corilus n.v./s.a. Corilus n.v./s.a. cannot enter into any obligation regarding the functioning of its software or having it adapted to hardware systems and/or software environments that do not meet the minimum requirements, taking into account technological advances and based on any recommendation given by it. The ability to perform an upgrading (new version) of the program and updating of the databases may be made dependent on a modification, at the Customer's expense, of its hardware and/or its basic software configuration, such as RAM memory or version of the Operating System or Database Management System or of the storage capacity of the hard disk or other medium on which the program is used. This agreement cannot be terminated by the Customer on the grounds that the hardware and software configuration no longer conforms to the general requirements in force at the time.
- No complaint whatsoever concerning the delivery shall be deemed acceptable unless it is submitted in writing and by registered letter within eight (8) days after receipt of the goods, or in the event that the goods have undergone manipulation in the meantime. No return is allowed without our prior written agreement specifying the nature, quantity and value of the goods that would be the subject of return. This does not in any way suspend the requirement to pay the due and payable amounts, and the permission for the return shall in no way an admission of any fault or damage whatsoever. Transportation costs shall remain the responsibility of the buyer, unless it is unequivocally proven that the return is the direct result of an error on the part of the seller. The seller shall only be liable for hidden defects if it had knowledge of them. This knowledge is not deemed presumed; it must be proven by the buyer. In any event, responsibility for hidden defects is limited to one (1) month from delivery, and the defects that emerge after delivery are presumed (until proven otherwise) to be the result of improper manipulation by the buyer. The seller's liability (either for visible damage or for hidden defects) shall never exceed the invoice value of the goods.
- The software, the databases, the manuals and all other documents and/or tools made available shall remain the property of Corilus n.v./s.a. and/or its assignees. This information may not be handed over or transferred to third parties under any circumstances whatsoever without the prior approval of Corilus n.v./s.a. The software and services shall form the subject of a separate individual license agreement, if necessary a service/renting agreement. The Customer shall acquire a personal right of use based on and by virtue of its paid license. In the case of a finance lease, the license is acquired only after payment of all financing bills. The rights and obligations of the customers arising from this agreement are not negotiable or transferable without the prior written consent of Corilus n.v./s.a.
- Assistance (support contract, service contract, etc.) is provided in accordance with the terms and conditions of a separate individual agreement. It is expressly stipulated that a number of reasons for intervention do not form part of the assistance, unless previously agreed in writing between the client and Corilus n.v./s.a. This includes (but is not limited to): installation of new versions at home; restore of systems following a virus infection; interventions following manipulations by technicians not approved by Corilus n.v./s.a; interventions and damage as a result of fire, lightning strike, floods or other natural disasters; maintenance and configuration of networks; effects of the installation of external software, interactive or otherwise, as well as new versions of such software; hardware problems and problems relating to the interconnection of devices, incompatibility with operating and database management systems; and related problems, etc.
- The maintenance, update, upgrade and/or support agreements are of indefinite duration and are tacitly renewable annually for one year. These agreements may be terminated by registered letter sent at least three months before the anniversary of the start of the agreement or the initially agreed non-cancellable period, otherwise they will be renewed for one year. The fees are indexable annually according to the consumer price index.
- The Customer remains both civilly and deontologically responsible for the correct interpretation and judicious use of the delivered software and databases, as well as for the actions he/she has undertaken. Corilus n.v./s.a. rejects any possible liability that could be asserted against it, and the Customer accepts this.
- A possible temporary incompleteness of the delivered databases can never constitute a reason to terminate the user agreement, as long as the Customer, depending on the chosen data storage media, receives an update at regular intervals and as long as Corilus n.v./s.a. can prove that work on the implementation of new data is continuing.
- The Customer is obliged to make a proper back-up of its system and/or data at regular intervals and to carry out strictly and correctly all instructions included in the user documentation (integrated help, manuals, etc.). Corilus n.v./s.a. can, if necessary, provide, at the Customer’s expense, a recovery service in the case of loss of data, on the basis of an ad hoc intervention agreement, to be concluded at that time. Under no circumstances can a guarantee of results be attached to this.
- The licence, if not paid for in a single payment, and the additional services or the annual and monthly down-payments in the case of lease financing, as well as the agreements in terms of update, upgrade and support, shall be payable before the start of each billing period.
- Any late payment of both hire fees and any other fees shall, two weeks after a written demand or notice of default, attract interest in favour of Corilus n.v./s.a. of 1.5% per month from the invoice date, plus administrative costs of €50 (excl. VAT) per notice of default.
- The non-payment of fees due shall discharge Corilus n.v./s.a. from any obligation and responsibility with respect to the stored data. In such a case, Corilus n.v./s.a. shall also no longer have any obligation to provide services . If the service is continued in any case on an ad-hoc basis, the defaulting Customer may never derive any rights from this.
- These General Terms and Conditions, as well as newer versions of them, are binding on both parties upon receipt by the customers of letters and documents to which these General Terms and Conditions of Sale are attached. They replace any older terms and conditions.
- Only the courts of the judicial district of Namur are competent to settle any disputes of whatever nature, including preliminary relief proceedings, arising from the present agreement.