Terms & Conditions

Additional Terms and Conditions of ICT-Software.eu

Additional general terms and conditions of delivery and payment, hereinafter referred to as "Conditions", in addition to the general conditions of Renders, Manu (MSAS: Manu Services And Solutions) trading under the name ICT-Software.eu, hereinafter referred to as ICT-Software.eu. These additional terms and conditions are a supplement to the general terms and conditions of Renders, Manu (MSAS: Manu Services And Solutions) which can be obtained on request from info@msas.be. These terms and conditions are only applicable when MSAS: Manu Services And Solutions is acting under the name of ICT-Software.eu or ICT Software.

Definitions

In these Terms and Conditions, "Principal" means the natural or legal person who enters into an agreement with ICT-Software.eu, to which these Terms and Conditions have been declared applicable.

Applicability

These Terms and Conditions are applicable to all offers made and agreements entered into by ICT-Software.eu, with the exception of the Terms and Conditions, unless ICT-Software.eu explicitly deviates from these Terms and Conditions in writing. In case Principal uses General Terms and Conditions, in case of conflict of provisions the Terms and Conditions of ICT-Software.eu shall prevail, unless ICT-Software.eu explicitly agrees in writing to deviate from these Terms and Conditions.
 All offers are accompanied by a copy of these General Terms and Conditions as these are published on the website and the website is the only channel through which offers can be accepted. This is an exception if and insofar as Principal belongs to the regular circle of Principals of ICT-Software.eu. This is deemed to be the case when Principal has given an order to ICT-Software.eu three times before. Printing these Terms and Conditions at the back of the offer of ICT-Software.eu, or adding them to the offer of ICT-Software.eu, or offering these Terms and Conditions on the website of ICT-Software.eu, or in any other electronic way, to which Principal has access in order to give assignments, equals
handing over the General Terms and Conditions.

Client accepts the applicability of these Terms by the mere fact of his order.

If any provision of the Terms should be declared invalid or inapplicable for any reason, the Terms shall remain in force for the remainder.

Quotes

All offers, hereby provided price lists, brochures and other data, in any form whatsoever, of ICT-Software.eu are free of obligation and apply only by way of information, unless expressly agreed otherwise in writing.

2. All offers, prices, product information,-descriptions and other information as stated on the website, are non-binding, indicative and subject to change and only apply as an invitation to make an offer.

Assignment

Principal is fully responsible towards ICT-Software.eu for the correctness of the data mentioned in the order. An assignment made commits Principal.

When placing an order with ICT-Software.eu, Principal shall identify himself and Principal shall be identified by ICT-Software.eu, through the use of an identification provided by ICT-Software.eu and consisting of a (combination of) e-mail address, customer number and other forms of identification, including a password or other code (hereinafter referred to as "Customer Identification"). An order placed electronically in which your Customer Identification is named or used has the same binding value as a purchase order signed by the Principal. However, ICT-Software.eu cannot guarantee the security of the Internet and the possibility of interception or disruption of data transmitted by the Principal using the correct Customer Identification and cannot be held liable for this in any way by the Principal. ICT-Software.eu is entitled to have full confidence that the data relating to the order, in terms of content and form, which it receives from the Principal are the correct data. ICT-Software.eu is entitled to rely fully on the content and form of assignments placed using a Principal's Customer Identification. Consequently, ICT-Software.eu is entitled to deliver to, invoice and be paid by the Principal whose Customer Identification was used with respect to the assignments placed using its Customer Identification. The Principal is fully and solely responsible for the use and confidentiality of the Customer Identification assigned to him by ICT-Software.eu. In case of loss or misuse of the Customer Identification as a result of which ICT-Software.eu suffers damages, Principal has to compensate ICT-Software.eu for that. The Principal shall provide such security measures and procedures in order to guarantee that the Customer Identification is only used by authorized personnel and for authorized purposes. In particular, in case of loss, misuse or attempted misuse of the Customer Identification, Principal shall notify ICT-Software.eu immediately after Principal has or should have had knowledge thereof and shall take all necessary measures in order to limit the consequences thereof to the utmost.

It is the responsibility of Client to keep Customer Identification confidential. Customer is solely responsible for its Customer Identification. Customer shall immediately notify ICT-Software.eu in case of loss of the password or in case of misuse or attempted misuse of Customer's password or other Customer Identification.

Client acknowledges that any purchase order, placed through the Program or by other electronic means, where Customer Identification is stated or used, is a valid and binding purchase order and, to the exclusion of all doubt, is the equivalent of a signed purchase order.

Establishment of agreements

Orders placed with Client's Customer ID are deemed to be placed by Client and are a binding agreement.

Each agreement is entered into under the condition precedent of sufficient availability of the relevant products and/or services under the agreement.

The Agreement comes into effect by confirmation of the order of Principal by ICT-Software.eu, or by commencement of the execution of the Agreement. Confirmation can take place electronically, by telephone or, if agreed upon, in writing (by fax or letter). The order confirmation is deemed to represent the agreement correctly and completely, unless Principal objects to it in writing or electronically within three working days after receipt of the order confirmation - but before the start of the performance of the agreement.

Any communication between ICT-Software.eu and Principal can be done electronically except insofar as the Agreement and/or the Terms and Conditions and/or the law deviate from that. The version of the communication concerned stored by ICT-Software.eu will serve as evidence thereof, subject to proof to the contrary by Principal. It is the responsibility of Principal to arrange his technical means (such as, but not limited to, email, Internet, chat and telephone) in such a way that Principal receives all communications from ICT-Software.eu timely, correctly and completely. If communication is not received by Principal, then this is entirely at the risk of Principal and ICT-Software.eu can never be held liable for this.

Delivery

ICT-Software.eu is at all times entitled to demand payment in advance or the provision of security before proceeding with its performance or continuing with that performance. In case Principal fails to make the required advance payment or to provide security, the obligation of ICT-Software.eu to perform expires, without prejudice to ICT-Software.eu's right to compensation of all damages, costs and interest by Principal.

ICT-Software.eu reserves the right, without giving reasons, to waive, in part or in full, performance of the Agreement.

Stated terms of delivery do not constitute deadlines, are only provided by way of information and are therefore not binding. The foregoing provisions can only be deviated from by a prior, explicit and written agreement between parties, in which case ICT-Software.eu must be given written notice of default by Principal in case of an untimely performance.

ICT-Software.eu shall make every effort to perform within the specified period. Delay in delivery can under no circumstances give rise to a penalty, compensation or rescission of the Agreement. A late performance does not give Principal the right not to perform any obligation arising from the Agreement or to have the performance of the Agreement performed itself or by third parties, whether or not by virtue of judicial authorization.

The performance is considered completed: A. after (digital) delivery by ICT-Software.eu and Principal has approved the goods; B. after the lapse of 8 working days after the delivery date, without Principal having checked the goods; C. after (partial) commissioning for the part put into use, or if this part is inseparable from the other parts, for the whole.

ICT-Software.eu is at all times authorized to deliver an order in parts and to demand payment for each partial delivery. ICT-Software.eu is entitled to suspend delivery as long as Principal has not approved the preceding delivery or has failed to take delivery.

In case it is necessary that Principal cooperates in the performance of the agreement, Principal shall always timely provide ICT-Software.eu with all useful and necessary data or information and furthermore provide all other desired cooperation. In case for the performance of an agreement the necessary data, equipment and/or materials are not at the disposal of ICT-Software.eu, not in a timely manner or not in accordance with the agreements, or in case Principal fails to fulfill his obligations in any other way, ICT-Software.eu is entitled to suspend the agreement and is entitled to charge additional costs in accordance with the usual rates.

Digital deliveries will be sent to the Customer's registered e-mail address or placed in the Customer's digital inventory in the secure environment as accessible through the Customer ID. Client is self-responsible for the accuracy of the registered email address.

Shipping / Transport / Risk

The manner of transport, shipment, packaging shall, if no other instruction has been provided by Principal to ICT-Software.eu and accepted by it, be determined by ICT-Software.eu as a good housekeeper/merchant, without ICT-Software.eu bearing any liability for this.

The risk of the goods to be delivered by ICT-Software.eu to Principal, respectively to be placed at Principal, transfers to Principal the moment the goods have left the premises and/or warehouse of ICT-Software.eu where the goods are stored.

The transport (digital or otherwise) of the goods shall always be at the expense and risk of the Customer. If transport damage occurs, the Principal must expressly notify the carrier of this on delivery by means of a note on the waybills and/or other transport documents.

Advertisement

Client is obliged, after Client has ascertained that the product delivered is the correct one, to inspect the products for defects immediately after ahevering. All complaints must be submitted in writing within eight days of delivery, accurately stating the nature and reason for the defects and referring to the number of the order, invoice or, failing this, the shipping note or order confirmation. After the expiry of this period, Client shall be deemed to have approved the delivery.

An advertisement does not suspend payment obligations.

Slight deviations in quality of the delivered products, which are technically unavoidable or generally accepted in the trade, cannot constitute grounds for complaint or for dissolution of the contract.

Only products that are complete, in unopened and undamaged condition and in their original packaging, without (printed) adhesive tape and without written text on the packaging, may be returned. Client bears all responsibility regarding the products being returned. Except in case of a clear mistake by ICT-Software.eu the costs for return shipment are at the expense of Principal and ICT-Software.eu has the right to charge a pre-treatment fee for the returned products.

Excluded from claims are;

1. service agreements;
2. Products or services manufactured to Client's specifications, which are not prefabricated and which are manufactured on the basis of an individual choice or decision by Client, or which are clearly intended for a specific person or Client;
3. Audio, video recordings and computer software, the seal of which has been broken;
4. Products that have been irrevocably mixed with other products after delivery due to their nature;

Warranty

The warranty regarding the products delivered by ICT-Software.eu is limited, both in terms of content and duration, to the warranty granted by the manufacturer.

Principal is only entitled to warranty towards ICT-Software.eu if and insofar as warranty is still provided to ICT-Software.eu by supplier or manufacturer.

Any warranty obligation shall lapse if Customer itself makes or causes to be made any changes or repairs to the delivered good, or in the event of damage(s) not resulting from normal use.

ICT-Software.eu shall to the best of its ability endeavor to repair material and manufacturing defects in the equipment, services and/or other goods sold, as well as in parts delivered by ICT-Software.eu as part of the warranty, within a reasonable period of time free of charge if these defects are reported to ICT-Software.eu within a period of three months after delivery and described in detail.

In case, in the reasonable opinion of ICT-Software.eu, repair is not possible, repair will take too long or if repair will involve disproportionately high costs, ICT-Software.eu is entitled to replace the equipment and/or goods free of charge with other, similar, but not necessarily identical equipment, services and/or goods. Data conversion necessary as a result of repair or replacement is not covered by the warranty. All replaced parts shall become the property of Supplier. The warranty obligation lapses in case errors in the equipment, services, goods or in the parts are entirely or partially the result of use outside the applicable license conditions, incorrect, careless or incompetent use, external causes such as water damage, or in case the customer makes changes or has changes made to the equipment or to the parts delivered by ICT-Software.eu under warranty without the consent of the supplier.

ICT-Software.eu shall not withhold such consent on unreasonable grounds. Any other or further reliance by Customer on non-conformity of the equipment and/or goods delivered than that stipulated above is excluded.

ICT-Software.eu has no obligation under the purchase agreement with respect to errors and/or other defects reported after the expiration of the aforementioned 3-month warranty period.

Retention of title

All goods delivered to Principal remain the property of ICT-Software.eu until all amounts owed by Principal to ICT-Software.eu have been paid, including any interest and collection costs owed.

Principal is obligated to keep the delivered products of which the ownership is vested in ICT-Software.eu separated or otherwise keep them stored individually.

Client shall not be entitled to assign, (sub)pawn or quiet pledge the goods delivered by Ingram Micro to third parties until the entire purchase price and any associated costs have been paid in full.

In case Client does not or not fully comply with any obligation arising from the legal relationship with ICT-Software.eu, in particular the payment obligation, Ingram Micro is entitled, after notice of default, to take back the delivered goods, in which case the agreement is dissolved without judicial intervention, without prejudice to Ingram Micro's right to claim costs of damages and interest.

Principal is obliged, notwithstanding the above, to take care of the delivered goods with due diligence, as long as full payment thereof has not been made.

Liability

ICT-Software.eu is liable for any indirect damages of Principal or third parties, including, but not limited to, consequential damages, lost sales and profits, loss of data and intangible damages, related to or arising from the agreement or Principal's use of the products or services.

Without prejudice to what is provided in the agreement, our liability for direct damage to the Client, on whatever account, per event (where a connected series of events counts as one event) is limited to the actual invoice amount of the agreement paid to us by the Client excluding VAT.

Principal indemnifies ICT-Software.eu from all claims by third parties, for whatever reason, regarding compensation for damages, costs or current interest payments, related to the Agreement, products and/or services.

Any claims must be submitted to us by Client within8 working days after delivery of the products, failing which all claims on that account will be forfeited.

Payment

Client shall pay for the products or services ordered at the price stated in the agreement.

Client shall pay in the manner specified in the agreement.

Prices are in euros, excluding VAT, other government taxes and shipping costs. Prices listed are subject to change without notice.

The price as stated in the agreement is binding, unless between the time of ordering and the time of delivery there are circumstances that increase the cost price of the products ordered. In that case ICT-Software.eu is entitled to increase the prices accordingly. Such a price increase gives Principal the right to rescind the Agreement.

In case Principal has opted for payment against invoice and ICT-Software.eu has allowed that possibility, Principal must pay the invoice within 7 days after delivery, unless another term is stated on the invoice.

From the day on which payment is due, Client shall owe interest equal to the legal interest rate or 1% if the legal interest rate is lower than 1%, of the invoice or installment amount for each month or part of a month by which the due date is exceeded.

Prices and offers

The prices mentioned by ICT-Software.eu are based on the cost prices valid at the time of submitting the offer as well as the transport prices from the company, warehouse or other storage location of ICT-Software.eu. Not included in the price are installation, commissioning demonstration costs, import duties, taxes, levies, exchange rate differences, extra transport costs and insurance costs.

If one of the cost price components is increased after the confirmation of the order, ICT-Software.eu is entitled to pass on such increase(s) to Principal. Such a price increase gives Principal the right to rescind the Agreement.

Force majeure

A party is not obliged to fulfill one or more obligations, other than obligations to pay money, if it is prevented from doing so as a result of force majeure. As soon as it is clear that the force majeure situation will last longer than three (3) months, the other party has the right to dissolve this agreement, without being liable for damages.

Force majeure to fulfill our obligations means any foreign cause which cannot be attributed to us and which prevents the fulfillment of the contract, or makes it so seriously impracticable tof difficult, that such fulfillment cannot reasonably be required of us. Force majeure also includes a non-attributable failure of engaged third parties or suppliers, as well as any situation which the party concerned cannot actually exercise (decisive) control over.

Applicable law and disputes

The legal relationship between the parties is governed by Belgian law.

To the extent permitted by law, the competent court in Antwerp or, at the discretion of ICT-Software.eu, in the defendant's place of residence or business is competent to take cognizance of disputes regarding offers and agreements to which these General Terms and Conditions apply.

ICT-Software.eu is entitled to have the dispute settled by arbitration, in which case ICT-Software.eu shall notify Principal in writing. Principal then has the opportunity during one month to opt for settlement by the civil judge.