General Conditions ENTRAS BV

General Conditions ENTRAS BV

KBO-nr. 0664.685.075

LEGAL RELATIONSHIP

1. Only (i) these General Terms and Conditions, (ii) the Service Contract, if any, and (iii) the Quotation govern the contractual relationship between ENTRAS and the Customer (hereinafter also “Contract”).
2. The Contract comes into existence as from the acceptance of the Quotation and, if applicable, the Services Contract by both Parties. By acceptance, the Customer acknowledges having been sufficiently informed of the object and suitability of the Services for the intended purpose.

PRICE

3. Prices shall be determined in the Quotation. All annual prices and hourly or daily tariffs are indexed according to the Belgian consumption index (statbel) unless otherwise agreed in the Quotation. All these amounts are stated in euros, excluding VAT. The agreed prices are invoiced periodically. All payment obligations are non-cancellable and amounts paid are non-refundable. Unless otherwise specified in the quotation, the indexation of annually recurring prices will be applied in the month of January of year N, based on the indexes of November of year N-1 and November of year N-2.
4. Prices of third-party products or services offered by ENTRAS to Customer are indexed in accordance with the third-party indexing terms.
5. The prices in the Quotation are always based on the then current conditions of wages, materials and services. All work not provided for in the Quotation and, where applicable, in the Services Contract, and carried out in consultation by ENTRAS, will be considered as additional work and will be charged at a cost based on the then current price.
6. Any Quotation from ENTRAS has a maximum validity of six (6) months after issuance, except when otherwise specified in the Quotation.

BILLING CONDITIONS

7. All ENTRAS invoices are due within fifteen (15) calendar days, and an invoice will be sent electronically (by email) with Customer’s approval.
8. Any invoice, the amount of which is not settled or not settled in full on the due date, shall be increased ipso jure by a flat-rate and irreducible indemnity equal to 10% of the amount due, with a minimum of €250.00, without the need for notice of default. In addition, interest on arrears shall automatically be payable at a rate equal to the legal interest rate set by the legislator in the framework of the law in force to combat late payment in commercial transactions, without the need for prior notice of default.
9. In case of non-compliance with the agreed payment terms, all outstanding invoices will become immediately due and payable and ENTRAS will be entitled, without any notice of default or judicial intervention, to suspend further performance or consider the agreement as dissolved, without prejudice to a claim for compensation.
10. The Customer must, in the event of a dispute, protest ENTRAS’ invoices by registered letter within eight (8) calendar days of receipt thereof, on penalty of forfeiture.
11. In case of loss of creditworthiness of the Customer (bankruptcy, application for judicial reorganization or threat thereof), all not yet due invoices become immediately due and payable and ENTRAS may, without prior notice of default or notification, cancel any accepted order free of charge.

EXECUTION

12. ENTRAS undertakes to exercise due care in carrying out the assignments entrusted to it and is charged with an obligation of effort (“to the best of its ability”) only. Any advice given will be without obligation.
13. Any deadlines for execution are provided by way of information only and are therefore not binding on ENTRAS, unless expressly agreed otherwise in writing. However, any delay in performance may never give rise to any penalty, damages or rescission of the Contract.
14. At each stage of performance, the Customer will timely provide ENTRAS with all data deemed necessary by ENTRAS for performance of the Contract. If such necessary data is not provided to ENTRAS in due time, ENTRAS will be entitled to suspend performance of the Contract and/or invoice the Customer for the additional costs resulting from the delay. The Customer is solely responsible for ensuring that all data provided by the Customer can be validly used and do not infringe anyone else’s (intellectual property) rights.
15. Partial deliveries and/or performances are permitted. In such case ENTRAS reserves the right to invoice as the work progresses.

COMPLAINTS

16. Any complaint must be communicated by registered mail within eight (8) days after the alleged error or omission was discovered or could reasonably have been discovered, under penalty of forfeiture.
17. A possible complaint or dispute is no reason to withhold payment; immediate payment may be demanded of what is owed in due course.
18. In case of defects that have been reported in time, ENTRAS will have the option to remedy the defects or to pay compensation.
19. ENTRAS does not guarantee that the Entras-Tools will function without interruption or errors. The Customer accepts that interruptions and errors may result from external influences that are beyond ENTRAS’ control or may result from Customer’s choices of equipment and the like.
20. Any legal action for defective service must be brought by the Customer before the competent court, under penalty of forfeiture, within six (6) months of its determination.

LIABILITY

21. In case of fault, ENTRAS is first and only obliged to make reparation in kind.
22. ENTRAS will only be liable if its insurer intervenes and up to the amount covered by the insurer. If the insurer does not intervene, the compensation ENTRAS may be liable for, whatever the cause, nature or object of the claim, will be a maximum of 50% of the invoice value concerned (excluding VAT). For insurance reasons, any claim for damages must, under penalty of forfeiture, in any event be made in writing within one month of becoming aware of the occurrence or damage on which the claim is based, and the defects and damages must be proved in a contradictory manner.  It is not permitted to withhold or postpone payment of outstanding invoices merely because of an (alleged) damage.
23. ENTRAS will not be liable for consequential damages and/or indirect damages of any kind, including loss of use and profit, loss of reputation or clientele, loss of or damage to data, or damage to third parties, except in the case of fraud or intentional fault.
24. With regard to the products and/or services of third-party suppliers, the Customer accepts that ENTRAS’ liability corresponds to the extent that the third-party suppliers accept liability for them.

NON-RECRUITMENT

25. The Customer shall in no way during the term of the Contract and for a period of two (2) years after its termination (for whatever reason) either directly or indirectly: (a) make any attempt to induce any ENTRAS employee to break the contractual relationship with ENTRAS (including recommending them to third parties) and/or (b) enter into a contract with such employee.
26. In case of breach, ENTRAS will be entitled for each individual breach by Customer to liquidated damages per breach equal to €75,000.00 (a.o. due to recruitment and selection costs, training costs, etc.), to be increased by €2,500.00 per day that the breach continues. The parties agree that this liquidated damages shall correspond to the potentially foreseeable damages on ENTRAS’ part.

INTELLECTUAL PROPERTY

27. Unless otherwise agreed, Entras BV retains a copyright and all other intellectual property rights to everything Entras BV develops for or during its assignment, including its systems, methodologies, software and its know-how. Entras BV also retains all copyrights and other intellectual property rights to its reports, advice, working documents, files and other documents provided by Entras BV to the client in the context of the assignments to be performed, including documents and files in electronic form.

FINAL PROVISIONS

28. The Contract contains the entire agreement relating to its subject matter, and supersedes and cancels all prior written or oral, express or implied communications, understandings and agreements between the parties.
29. The hierarchy of applicable agreements is as follows (in order of importance): the Quotation, the Service Contract, if any, and then the ENTRAS General Conditions.
30. The parties undertake to provide correct and complete contact details and to communicate changes therein to each other, at the latest within fifteen (15) days following such change.
31. ENTRAS – unlike the Customer – is entitled to transfer rights and obligations under the Contract in whole or in part to third parties without the Customer’s consent.
32. If any provision of the Contract shall be held by any court to be invalid or unenforceable in whole or in part, the Contract shall continue to subsist in respect of the other provisions hereof and the remainder of the said provisions. The parties agree that in such event the invalid or unenforceable provision shall be deemed to be replaced by a valid and enforceable provision consistent with its original intent.
33. Any failure by ENTRAS to require performance of the provisions of the Contract shall not constitute a waiver or relinquishment of the application of this or any other provision.
34. In case of dispute regarding the formation, execution, compliance, validity or any other dispute under the Contract, only the Antwerp Commercial Court, Antwerp Division, will have jurisdiction.
35. ENTRAS is entitled to refer in marketing documentation to the cooperation with the Customer as a reference.

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