General Sales Terms and Conditions
The following general sales terms and conditions apply to all offers, agreements, quotations, and orders, as well as resulting deliveries and assignments of any kind between the supplier, Sof@tech, and the customer. Each order constitutes acceptance by the customer of our sales terms. These invoice terms and conditions always apply to the relationship between the customer and the supplier, regardless of any conflicting provisions used by the customer. The customer is the one who placed the order, and the supplier is the one who accepted to execute the order.
1. Delivery and Transfer of Risk
1.1. Delivery times are provided for informational purposes only and are therefore non-binding unless the parties have agreed otherwise in writing. Delays in the execution of deliveries by the supplier, Sof@tech, can in no case lead to compensation or dissolution at the expense of Sof@tech.
1.2. In the event that Sof@tech is unable to fulfill its delivery obligation due to force majeure, it is entitled, at its discretion, to suspend the delivery or to dissolve the agreement regarding the items affected by force majeure by means of a single written statement and without prior judicial intervention, without the customer being entitled to claim any compensation. Force majeure includes (but is not limited to): trade embargo, import and export restrictions of any kind, business disruption or interruption of any kind, delayed or untimely or impossible delivery of goods by suppliers, fire or accidents, weather conditions preventing transport and/or finishing, mobilization, war, unrest or legal provisions, any economic or other measure preventing delivery or affecting it, even if it does not make delivery absolutely impossible.
1.3. The delivery, shipment, and transportation of goods are at the buyer's risk and expense. Return shipments must be made carriage paid. After delivery, the buyer bears all risks, including the risk of loss and destruction, and the burden of storage.
1.4. If the customer does not collect the goods and/or accept delivery on the agreed date, Sof@tech is entitled to charge a storage fee, calculated on a monthly basis, with each month started counting as one full month, equal to 1% of the selling price of the goods not accepted, with a maximum of 10%, unless Sof@tech can demonstrate that the actual cost of storage is greater. In the meantime, the customer bears all risks with respect to the goods.
1.5. All accepted orders entail the obligation of complete acceptance of the ordered products. No return or cancellation of ordered goods by the customer will be accepted without our prior agreement. In case of return or cancellation, the customer shall owe compensation of 10% of the value of the order as compensation for loss suffered and lost profit, without prejudice to our right to pass on the costs already incurred for executing the order to the customer, regardless of the amount of the order or the amount of the costs.
1.6. Deliveries of "subscriptions" on a periodic basis are always automatically renewed for the following period, typically one year, unless stated otherwise. Both the customer and Sof@tech can terminate the subscription by registered letter, at the latest (3) three months before the expiry date of the current period. Except in the first year of the agreement.
2. Warranty - Complaints and Liability
2.1. To preserve the right to make a complaint, the customer must send any complaints or protests regarding the delivered goods or services to the supplier by registered mail within eight calendar days of delivery or execution, and in any case before using or reselling the goods.
2.2. The warranties are limited to the extent provided by the manufacturer and/or the supplier. In any case, unless expressly agreed otherwise in writing, the warranty only covers hidden defects within one month of purchase, without any possibility of extending this period for any reason, and only includes the replacement of defective parts with equivalent parts. In the event of such a warranty claim, it does not cover any direct or indirect damages that the buyer may have suffered.
2.3. Travel and labor costs are at all times excluded from any warranty, and the costs in this regard must be paid upon first request. The warranty does not apply if the defects are caused by incorrect manipulation, failure to comply with the instructions for use, lack of maintenance, faulty power supply, use of products not approved by the seller, and all other equivalent causes. The warranty is irrevocably lost if maintenance and/or repairs are carried out by a third party. We reject all claims for repairs carried out by persons other than those designated by us.
2.4. The use of software is subject to the license terms provided with the software. If opening the packaging or accepting electronic delivery implies acceptance of the license terms, we cannot accept the return of the software. We are not responsible for the proper functioning of the software or its use.
2.5. Defective material under warranty is never charged. However, services are always billed. The standard warranty is provided by the manufacturer of the device and not by Sof@tech. Therefore, you may receive an invoice for services rendered. These services include the following:
- Contact the manufacturer of the device.
- Troubleshoot the issue (other firmware, drivers, etc. recommended by the manufacturer).
- Monitoring of reported issues.
- Sending (spare) parts + installation of new parts.
However, as a customer, you can always contact the manufacturer directly to claim your warranty. Nevertheless, we offer the service to do this on your behalf.
3. Ownership Reservation
All delivered goods/services remain the property of the supplier until full payment of all claims (principal, costs, and interest included). After a reminder by registered letter/email for payment without response, the supplier can demand the return/blocking of the goods. The costs associated with the return will be charged to the customer.
4. Price and payment terms
4.1. All invoices are payable in cash at the supplier's registered office, unless otherwise agreed upon in writing. The invoice amount is payable net. Any discount for immediate payment must be agreed upon in writing and in advance. Bank and discount costs are the responsibility of the buyer.
4.2. Any delay in payment on a specific due date obliges the customer, by operation of law and without prior notice, to pay interest at the rate specified in Article 5 of the Law on Payment Arrears in Commercial Transactions of August 2, 2002, increased by 3%. Collection costs are not included in this amount. Failure to respect due dates or failure to pay an invoice will render all outstanding amounts immediately due and payable, including invoices with due dates that have not yet been reached.
4.3. Furthermore, a compensation of 10% on the principal amount, by operation of law and without prior notice, is also due to cover extrajudicial collection costs resulting from non-payment, without prejudice to our right to claim compensation for legal collection costs resulting from non-payment and without prejudice to our right to claim compensation for other damages not solely caused by non-payment.
4.4. Expenses related to unpaid bills of exchange or checks, as well as other collection costs, are not included in this lump-sum compensation and will be billed separately to the customer.
4.5. Sof@tech reserves the right to consider the agreement as terminated by operation of law, without prior notice or compensation, in the event of bankruptcy, apparent insolvency, as well as in the case of any initiation of insolvency proceedings or in the event of attachment or any other occurrence affecting the legal status of the customer. This does not affect the right to demand full payment of outstanding amounts.
4.6. If, at the time of bankruptcy, apparent insolvency, initiation of insolvency proceedings, attachment, or any other occurrence affecting the legal status of the customer, we have a debt owed to the customer, then conventional set-off will be applied to this invoice, regardless of the due date of the claim, its purpose, or the currency in which it is expressed, all in accordance with the Law of December 15, 2004, regarding Financial Collateral.
In case of disputes, only the Courts of the judicial district of Ypres (Ieper) have jurisdiction, and only Belgian law is applicable.
Sofatech always strives to strike a fair balance between the service provided and the associated costs. Therefore, we work on a per-half-hour basis. Sofatech reserves the right to revise the prices of the services and/or materials offered if the underlying costs of these services (such as labor costs of employees or collaborators) and/or the price of the material and/or key raw materials have increased by more than 10% between the date of the quotation (or the signing of the cooperation agreement) and the scheduled delivery date or performance date. The price increase is calculated by comparing the cost on the two relevant dates and applying the coefficient obtained to the price we offered.