General Terms and Conditions of Sale of Proximus-Spearit nv

Article 1. – General provisions

This document describes all the rights and obligations of the Parties regarding the sale of Proximus-Spearit nv products (hardware and/or software) and services to the Customer as described on the order form.

The Contract which binds the Parties is composed of these General Terms and Conditions and the order form.

By signing an order form or paying a bill, the Customer unconditionally accepts the General Terms and Conditions and waives his own General Terms and Conditions, even if these declare to be the only applicable ones.

The Parties agree that the version of the General Terms and Conditions which applies between them is that found on the website of Proximus-Spearit nv.

Article 2. - Orders

An order form must be drawn up for all orders (including those placed by telephone).

After receiving the order form signed by the Customer, Proximus-Spearit nv reserves the right to refuse or accept the order or to express reservations.

An acknowledgement of receipt of the order does not constitute an acceptance of the order.

Once the signed order form has been received by Proximus-Spearit nv, the order will be regarded as definitive. Any request for cancellation or modification must be made in writing and may lead to the application of a penalty equivalent to 25% of the order form or more if the damage suffered by Proximus-Spearit nv as a result of said cancellation or modification is greater.

Article 3. - Delivery and installation

Delivery takes place when the products are collected by the Customer or the transporter in the Proximus-Spearit nv premises, even in cases where the transport and/or installation is carried out by Proximus-Spearit nv.

The delivery and installation times where applicable are provided as an indication only. The failure to respect these deadlines, for whatever reason, may not lead to any indemnity for the Customer.

If the Customer refuses to take delivery of his order, Proximus-Spearit nv reserves the right to demand the execution of the Contract or to regard the Contract as rescinded ipso jure, after formal notice, to the detriment of the Customer. 

Unless the delivery is contested by registered letter within 5 working days, the products and/or services will be regarded as definitively and unconditionally accepted by the Customer.  This period starts from the installation, if it is carried out by Proximus-Spearit nv.

Except explicitly otherwise stated, the costs for assembly and/or installation are borne by the buyer

Article  4.- Prices and billing

All prices mentioned are in euro and without VAT. Transport and packaging charges are not included in the price and must be paid by the Customer.

All prices are mentioned on the order form, which is valid for 15 calendar days starting from the handing over or sending of the order form to the Customer. After this period, Proximus-Spearit nv has the right to refuse the order.

The payment must be made to the account number and by the due date mentioned on the bill.

If the bill is not paid by the due date, Proximus-Spearit nv may ipso jure and without formal notice being served charge interest on arrears at the legal rate. The interests are due for each month started. In addition, for any sums not paid, Proximus-Spearit nv is entitled to charge a fixed penalty of 10% of the amount due with a minimum charge of €65.

Article 5.- Transfer of property and risk

The hardware shall remain the property of Proximus-Spearit nv until the full payment of the related bill. Until this is the case, the Customer shall not assign, transfer, alter, give as security or a guarantee, or lend the equipment in any way whatsoever to a third party, nor shall the latter have any right of ownership thereto.

The risks are transferred to the Customer after the delivery, even in cases where the transport and/or installation is carried out by Proximus-Spearit nv. From then on, the Customer will be liable for all risk of loss, theft and destruction, in full or in part.

When the order form concerns one or several software programs, the Customer shall receive from the author a non-exclusive, non-transferable and non-sublicensable user license, subject to the limitations specified in the manufacturer's user license.

Article 6 - Guarantee

The products (including the software) are guaranteed by the manufacturer according to the terms and conditions specified in the documentation associated with said products. Except where the Customer has specified on the order form that he opts for the extension of the guarantee, Proximus-Spearit nv does not grant a more extended guarantee.

Proximus-Spearit nv cannot be held liable for the manufacturer's refusal to apply its guarantee. Likewise, in case of a fault by the manufacturer, for any reason whatsoever, Proximus-Spearit nv cannot be called on to substitute the manufacturer.

The guarantee does not cover any call-out or transport charges from Proximus-Spearit nv, or charges for returning the products.

The granting of the guarantee is based on the assumption that the delivered products will be used according to the Terms and Conditions of the catalogs, notes, manuals and other documents provided to the Customer.

Proximus-Spearit nv does not guarantee the conservation or recovery of the data. To avoid any loss or deterioration of data, the Customer shall make a backup of all the data before the installation of the products or the performance of the services, and ensure that he always has a copy of his data.

The Customer shall not infringe the intellectual property rights, including copyright, of Proximus-Spearit nv and/or any third party. The Customer shall ensure that the intellectual property rights notice to be found on the products is not removed.

Article 7. – Liability

Proximus-Spearit nv is liable solely for damage caused by a fault on its part in implementing this Contract, subject to the following limitations.

  1. 1.   Proximus-Spearit nv's liability shall be limited solely to redress any damage sustained by the Customer that is foreseeable, direct, personal and certain and shall not include any indirect or immaterial damage, such as additional expense, loss of earnings, loss of profits, loss of customers, loss of or damage to data or loss of contracts, loss of time, etc., or damage arising from a loss of business.
  2. 2.   Proximus-Spearit nv's liability shall be limited to the amount of the bill of the products and/or services at the origin of the damage. Proximus-Spearit nv's liability, however, remains unlimited in case of death or bodily injury.
  3. 3.   Proximus-Spearit nv cannot be liable for damage resulting from force majeure, unforeseen circumstances, or a fault on the part of the Customer or a third party. For the purposes of this Contract, "force majeure" shall mean: acts of war, civil commotion, riots, civil unrest, actions on the part of civil or military authorities, embargoes, explosions, strikes or labor conflicts (including those involving Proximus-Spearit nv employees and employees of its suppliers and subcontractors), floods, prolonged freezing, fire or storms, and any other circumstances that are beyond the control, unforeseen and could not be avoided by the parties.

Article 8.- Confidentiality

Information exchanged between the Parties in implementing this Contract and which is indicated as being confidential or which can be reasonably deemed to be confidential, shall be treated confidentially and shall be used solely for compliance with the obligations under this Contract and may only be disclosed to third parties (with the exception of any subcontractors involved in the provision of the Contract) with the prior written consent of the disclosing Party. This duty of confidentiality shall apply for three years after the delivery.

Article 9. – Miscellaneous

The Customer may not transfer all or part of his rights and obligations to a third party without the explicit written consent of Proximus-Spearit nv. Proximus-Spearit nv may entrust the performance of its obligations to a subcontractor or transfer all or part of its rights and obligations to a third party, without the Customer's prior consent.

If one or several clauses of the Contract are declared null and void or contrary to legally binding laws, this nullity will not affect the validity of the other clauses. Where applicable, the Parties will negotiate in order to agree on one or several provisions which would reasonably enable the objective of said clause(s) affected by nullity to be achieved.

The Parties hereby agree that any communication exchanged by e-mail over a secure connection or by fax shall have the same legal validity as written and signed correspondence.

Waiver by one Party of its right to exercise any right conferred on it under this Contract shall not constitute abandonment of any such right.

This Contract is governed by Belgian law. The Brussels courts will have sole jurisdiction for any disputes which cannot be settled amicably.