Version dated 26/11/2019
These standard provisions are applicable to the Agreement between the Company and the Customer and form an integral part of the Agreement.
The parties agree as follows:
Undefined terms that begin with a capital letter and are used in an annex to the Agreement are defined in the Agreement.
Enumerations (e.g. when they follow terms such as "including", "include", "for example", "e.g.", etc.) must be construed in a non-exhaustive manner and without any limitations as to their scope.
Where a provision of the Agreement prohibits a party from doing something, the prohibition shall be interpreted as broadly as possible and in any manner possible.
When the conjunction "or" is used in the Agreement, it is by default inclusive and includes the addition (both possibilities at the same time) as well as the alternative (only one of the two possibilities).
Each party undertakes, where applicable, to ensure compliance with the obligations contained in the Agreement by their representatives, directors, employees, agents, consultants and other persons acting under their authority or control, and will, where applicable, be liable to the other party for damage caused by a breach by such persons of that party's obligations under the Agreement.
The Agreement includes the entire agreement between the parties with respect to its subject matter and replaces all agreements, oral or written, entered into between the parties prior to the conclusion of the Agreement.
A party may only deviate from the provisions of the Agreement in a written statement signed or accepted by the other party. The provisions of the Agreement will apply subject to any such deviations established in writing.
Delays, inaction or negligence on the part of a party may only be interpreted as a waiver of any right or provision of the Agreement if expressly established in writing.
If any provision (or part thereof) of the Agreement is found to be void, invalid or unenforceable, the validity and enforceability of the remaining provisions (or other parts of that provision) of the Agreement will remain unaffected. In this case, the (part of) the void, invalid or unenforceable provision is automatically replaced by a valid and enforceable provision that reflects as closely as possible the purpose and intent of the original (part of) the provision.
The Company reserves the right to amend at any time any element of the provisions of the Agreement including misspellings, the wording of the provisions or headings, company identification data (e.g. the address of the registered office or place of business, the company number, the contact email address, telephone numbers, etc.), the representatives' identification data (e.g. the names and email addresses of the contact persons) or opening and closing hours as long as the amendment does not result in a change of an essential obligation under the Agreement. The Company will inform the Customer of such amendment by publishing a new dated version of the text of the Agreement (or annex to the Agreement). The Customer will be deemed to have tacitly accepted said amendment by continuing to perform its obligations or to exercise its rights pursuant to the Agreement.
Unless otherwise specified (e.g. under the term "business day/hour" or "working day/hour"), any reference in the Agreement to a day or time shall be construed as a calendar day or a full time, including non-business days and non-business hours.
The computation of time limits is set as follows:
The Company will in no event be liable in the event of force majeure, i.e. a situation that is not attributable to the Company and that renders the performance of its obligations under the Agreement impossible, including (without limitation) the following situations: natural disasters, revolts, wars and military operations, national or local emergencies, storms, acts or omissions of the authorities, economic conflicts of similar nature, workers' actions, fire, telecommunication failures, third-party software bugs, as well as any act or negligence of persons or entities beyond the Company's reasonable control.
When a document (e.g. a contract or purchase order) must be signed by one party, the other party acknowledges that a document is validly signed (and can therefore serve as evidence in the event of a dispute before the competent courts) when the document is signed remotely:
The parties acknowledge the validity of the transmission between them of copies of signed documents in electronic form (e.g. by email) (and that such documents can therefore serve as evidence in the event of a dispute before the competent courts).
Either party may terminate the Agreement without notice and without prior judicial intervention in any of the following situations:
The party terminating the Agreement for a material breach by the other party will interpret the materiality of the breach at its own risk subject to a subsequent decision by a competent jurisdiction.
The provisions of the Agreement that usually survive the end of a contractual relationship (e.g. the provisions relating to the protection of the Company's intellectual property and the extent of the Company's liability) continue to apply to the parties after the end of the Agreement (whatever the reason behind the end of the Agreement).
Any conflicts arising between two provisions applicable between the Company and the Customer must be resolved as follows:
Any dispute arising out of, or in connection with, the formation, interpretation, execution or termination of the Agreement will be settled in accordance with Belgian law and will be submitted to the exclusive jurisdiction of the commercial court competent for the district where the Company's registered office is located.