1. General
These conditions apply to any agreement concluded between the public limited company Cobis (RLP Brussels, company number 0449.576.885 ; Registered office : Bastion Tower - level 12, Place du Champ de Mars 5, B-1050 Brussels, Belgium) and its customers and suppliers. They can also be supplemented by special conditions. Both our general conditions and our special conditions take precedence over the general or special conditions of the other parties in the event of discrepancy. The nullity of any clause or part of a clause of these conditions shall not affect the other clauses or parts of clauses and the clause or part of the clause in question shall as far as possible be replaced by a valid provision of equivalent effect.
2. Contingency
Prior to placing the order, the customer shall avail itself of all the necessary advice and shall ensure that the software and/or services that it intends to order are appropriate for its requirements and for the use that it intends. We accept no liability resulting from an error of choice or appreciation on the part of the customer.
3. Offer and order
Our offers and estimates are valid for a period of thirty days. They can then be modified or withdrawn without notice.
Customer orders only become binding after written acceptance on our part. Our employees, sales representatives, agents and intermediaries have no authority to bind us to a commitment. Offers, order forms and order confirmations signed by them shall only bind us after written ratification by an administrator or director duly authorized to provide such ratification, except where a delivery or service has already commenced. We reserve the right either to revoke an order that has not received such ratification or to ratify such an order at any time.
4. Prices
The prices shown in our price lists, offers and order confirmations are provided solely as an indication and may be changed by us without notice.
In all cases where the prices of products delivered or services provided by a third party are increased after the contract has been signed, we shall have the legal right to pass on this increase in the contract price by notification sent to the customer by registered mail. This shall be presumed to have been accepted by the customer five working days after the mailing of the notification, unless it sends its objection within this period by registered mail. In the absence of the Customer’s consent, we shall have the legal right to terminate the contract unilaterally, by simple notification by registered mail, without compensation.
For all service provisions charged to the customer on the basis of the hourly rate in force, the prices mentioned are associated with the consumer price index. This adaptation is implemented automatically and without notice on 1st January of each year, taking account of the rate of inflation for the previous year.
Our prices are given in euros, excluding costs and VAT, unless otherwise specified. They do not include transport costs, which are charged separately, if we are responsible for this transport or for its organization. Products travel at customer’s own risk, even in the case of carriage-paid sale or delivery.
5. Scope and duration
We are only bound to deliver the products and provide the services explicitly specified in the order confirmation or signed contract. All other products and services shall be charged to the customer at the rates in force, available on request.The provision of services only creates an obligation of means on our part, with the explicit exclusion of any obligation of result. The duration of service provision contracts is defined in the special conditions. In the absence of written notice within the time period specified in the special conditions, the contracts are tacitly renewed.
6. Delivery deadline or date
Unless otherwise expressly stated, delivery dates and deadlines are always given for information only. A delay in delivery or service provision may not in any circumstances give rise to the cancellation of an order or to any compensation. Where one of our products or services is subject to approvals on the part of the customer at various stages of its production, this is definitive in relation to the parts already approved. Partial deliveries are authorized and are charged separately and are subject to separate invoicing. Should circumstances make it impossible to perform a delivery or provide a service – particularly in all cases of force majeure such as strike, lock-out, accident, bad weather, blockade or prohibition of import or export, close-down of production or delivery by the manufacturer, etc. – we expressly reserve the right to deliver products equivalent to those specified in the order or to terminate our commitments to the customer, without compensation in either case.
7. Payment
The cancellation option of Article 1794 of the Civil Code does not apply to our contracts. The down payments made by the Customer are deducted from the purchase order price. They constitute the start of the fulfilment of the contract and not a deposit that the customer may give up in order to free itself from its obligations.All invoices are payable in cash, net and without discount at our head office, unless otherwise specified. Without prejudice to Article 8, delivered products remain our property until full payment of the principal and all incidental costs. Until the aforementioned payment has been made in full, the customer is prohibited from disposing of the delivered products, and particularly from any transfer of ownership, pledging or using them as security or privilege of any kind. We reserve the right to require full or partial payment of the price at the time of the order. In the absence of payment of all or part of an invoice, the balance still outstanding shall be increased automatically without notice, at an interest rate of 12% per year, with each commenced month being due. Furthermore, any invoice unpaid at its due date shall be increased automatically and without notice by a fixed sum of compensation of 15% with a minimum of EUR 125.00. Finally, any failure to pay an invoice by its due date, any protest of an unaccepted bill of exchange, any request for an amicable or judicial composition, any suspension of payment or any other fact that could imply the customer's insolvency, shall automatically and without notice entail the immediate payment of all outstanding invoices. Furthermore, these situations shall confer on us the right to suspend all our obligations without prior formalities, and to terminate all or part of the contracts in progress without any further formality other than a notification by registered mail, and without compensation.
8. Intellectual property
The software delivered and the accompanying documentation and manuals remain the exclusive property of the manufacturer. We only provide the customer with non-exclusive user licences authorizing use of one programme on one machine at a time, unless otherwise specified. The customer is required to pay scrupulous respect to the confidentiality of the software delivered. It may not, in any manner whatsoever, dispose of its licences, pledge them, alienate them, communicate them or lend them, either for payment or free of charge. It is prohibited to counterfeit the software delivered, to allow it to be counterfeited or to encourage it to be counterfeited, in any way whatsoever.
For software that we order from service providers, our payment of the invoice includes the price for transferring all intellectual rights to us, exclusively and without any reservation, worldwide and for the entire legal duration of protection, without this transfer entailing recognition of the rights transferred. This transfer, in terms of copyright, in particular relates to the rights to reproduce, communicate to the public and adapt the software in its entirety, as well as the elements that make it up (graphical elements, interactive concepts, programming source code, functionality, architecture, database, etc.).
9. Claims
In the case where the delivered products are damaged or incomplete, in the event of an error or any other lack of conformity, the customer is required to reject the products or to accept them with written reservation only. Any claim or dispute must be sent by registered cover to the address of our head office within eight working days of delivery. After this period, the product shall be considered as conforming and accepted by the customer, the sale is complete and the relevant invoice deemed to have been accepted without reservation.Any claim concerning services provided must reach us in writing within a period of eight working days following the date of the service provision. After this period, the service provision shall be deemed as definitively accepted by the customer and any further claim shall not be taken into consideration.
10. Guarantees
The warranty relating to the products sold is limited to that granted by the manufacturer, of which the customer is fully aware or about which the customer is deemed to have been fully informed before concluding the contract, and, if applicable, to the warranty extension programme concluded in a special agreement. In particular, it does not cover the consequences of the following cases: insufficiency or failure of the hardware, software, telecommunications, electrical equipment, etc.; consumables and normal wear of parts; addition or connection of hardware or software not covered by the contract; modification of the products delivered without our prior written agreement, all cases of force majeure and act of government, etc.
In all instances the warranty is limited to the repair or to the plain and simple exchange of the defective products – the choice between repair and exchange being left exclusively to us - with the express exclusion of compensation of any kind for the customer or third parties. Telecommunication costs are charged to the customer. We do not, under any circumstances, guarantee the suitability of any hardware or software for solving a problem that is specific to or characteristic of the customer's activity. Furthermore, any defect of which we are unaware that could affect the software is not covered by the warranty. Software developed by third parties is sold ‘as is’ and we do not expressly or implicitly guarantee its quality, performance or ability to fulfil any particular function whatsoever.The granting of the warranty assumes that the products delivered are used wisely, in accordance with the conditions of the offer or under the normal conditions of use mentioned in the catalogues, instructions and manuals made available to the customer. The customer undertakes to maintain the software delivered at the highest upgraded level, with the cost of acquiring new versions being at its expense.
11. Liability
Under no circumstances can our contractual or extra-contractual liability be engaged on the grounds of damage caused to persons or goods other than the products delivered or products that are subject to our provision of services. We are not liable for any compensation to the customer or third parties for any indirect damage. Indirect damage is considered to include any loss or deterioration of data, profit losses, customer base losses, etc. It is consequently the customer's responsibility to make back-up copies of its operating systems, applications and data, at regular intervals and certainly prior to any technical intervention.
In any event, if our liability were to be established on the grounds of faulty fulfilment of the contract, the total amount of the compensation for which we could be held liable shall not exceed the price, excluding VAT, of the product delivered damaged or the hardware damaged directly by our service provision. No action by the customer, for any reason whatsoever, may be brought against us more than one year after the occurrence of the fact on which it is based.
12. Confidentiality
We undertake not to access the data stored on the customer’s equipment except where strictly necessary for the purposes of our intervention. We undertake to respect the strictest confidentiality with regard to any of the customer’s personal data that is known to us. During a back-up operation, we do not store any data after the end of the intervention.
13. Non-competition
Throughout the entire duration of any service provision contract and for a period of six months following its end, the customer is prohibited from making any direct or indirect attempt to recruit one of our employees, subject to payment of a fixed compensation amount of EUR 50,000.00 per employee concerned, without prejudice to our right to claim compensation for a greater prejudice, as the case may be.
14. Applicable law and competent jurisdiction
These terms and conditions are governed by Belgian law. Any dispute concerning the validity, interpretation or execution of these terms and conditions shall be subject to the exclusive jurisdiction of the Brussels courts.
Updates
Any changes we may make to our Terms and conditions will be posted on this page and, where appropriate, notified to you by e-mail. Please check back to see any updates or changes to our Terms and conditions.
Last update : September 2008