Sales Conditions

Address:

RecoMatics NV

Koedreef 48

9070 Destelbergen

Belgium

T. +32(0)9 231 76 86

BTW: BE 0456.139.530

RecoMatics Sales Conditions


1. Subject-matter

Without prejudice to the application of any special conditions included in a separate written agreement, these sales conditions apply to every offer, quotation or agreement between RecoMatics and its customer. In case of conflict between these sales conditions and any separate written agreement, the provisions of the separate written agreement will prevail over the sales conditions.

The detailed description of the products and services is included in one or more partial agreements, one or more Statements of Work (SoW), appendix(es)/quotes.

Unless otherwise agreed in writing, the legal relationship between the parties is governed by the present sales conditions, which the customer declares to have read and accept in full by accepting the agreement.

Acceptance of these sales conditions also implies that the customer completely renounces the application of his own general (purchase) terms and conditions.

Revisions or amendments to the sales conditions will only become effective if they have been duly agreed in writing between the Parties.

If the delivery contains parts, such as software or licenses of a third party, working hours to be performed by a third party, hardware supplied by a third party, the sales conditions of sale of this third party will apply if they are incompatible with these terms and conditions.

By "the agreement" is meant any document relating to the order or delivery that the customer entrusts to RecoMatics.


2. Prices

The prices are expressed in euros and calculated in accordance with the provisions and scope of the sub-contract(s), SoW, appendix(es) and quotation(s). All prices mentioned are excl. VAT, taxes, taxes and levies of any government, unless stated otherwise. All taxes, duties and/or levies, of whatever nature, related to the delivered goods/services or the transport thereof, including new taxes, duties and levies that would be introduced after the conclusion of the agreement, are entirely at the expense of the customer.

Prices quoted are only valid in case of application of the sales conditions of RecoMatics. Application of the customer's purchase conditions gives rise to a settlement in the prices offered. The prices relate exclusively to the scope described in the accompanying document. Any change of scope or additional order gives rise to a price adjustment. Each discount granted is one-off and does not create any rights into the future.

The prices of maintenance contracts and cloud services are reviewed annually according to the Agoria index. Other price-fixing agreements may be revised annually to bring them into line with the operating costs of RecoMatics. Failure to do so for one or more years will not result in the forfeiture of the right to adjust. In that case, RecoMatics reserves the right to retroactively carry out adjustments not previously carried out.


3. Payment

The amounts are payable net without discount at the latest 30 days after the invoice date. Invoicing shall take place in accordance with the arrangements in the sub-contract/SoW/quotation. Payment is made by bank transfer to the account number: IBAN: BE95446962998158 BIC: CREDITBEBB.

All disputes must be sufficiently detailed and addressed to the registered office within 10 days of the date of the invoice.

The parties agree that an additional administrative cost of € 25.00 may be charged for each reminder sent.

In the event of non-payment of an invoice on the due date, all other claims against the customer that are not yet due shall become due and payable by operation of law and without prior notice of default. In that case, RecoMatics reserves the right to suspend the execution of all current orders until all outstanding amounts have been settled in full, without prior notice of default or compensation to the customer.

In case of complete or partial non-payment of an invoice on the due date, the customer is automatically and without prior notice due to default, liable to a monthly late payment interest on the unpaid invoice amount, to be paid by the customer.

The statutory interest rate is higher, in which case the statutory interest rate applies.

In the event of late payment, the debtor shall owe, in addition to default interest, a compensation of 15% on the principal sum, with a minimum of EUR 150.00, to cover the extrajudicial collection costs caused by the non-payment and without prejudice to the right to claim compensation for other items of damage that are not merely caused by the non-payment.

Payments made by the customer to RecoMatics will be charged in the first place on the costs owed by the customer, then on the interest owed and only in the last place on the principal amount owed.

If at any time RecoMatics has doubts about the creditworthiness of the customer due to acts of judicial execution against this customer, in case of non or late payment of one or more invoices and/or any other demonstrable event including the involvement in any insolvency proceedings, RecoMatics expressly reserves the right to demand prior payment for the deliveries still to be made, or to request other securities, even if the goods have already been shipped in whole or in part. If the customer refuses to comply with RecoMatics' request, RecoMatics reserves the right to dissolve the agreement immediately, unilaterally, without judicial authorisation and without any compensation to the customer by means of a notification by ordinary letter or e-mail. In this case, the customer will owe a fixed compensation of 15% of the total price of the order, without prejudice to the right of RecoMatics to claim a higher compensation if proof of higher actual damage is provided.

RecoMatics may at any time, even after the bankruptcy of the customer or in a situation of judicial intervention, compensate the assets and liabilities that exist between RecoMatics and the customer. This compensation can be carried out regardless of the form or object of debts and claims, regardless of the currency or regardless of the claimable or unenforceable nature of the mutual debts or claims. The calculation of this compensation shall be carried out in euros after, if necessary, conversion of the foreign currencies on behalf of the customer.


4. Duration

Contracts are entered into for an indefinite period of time and take effect on the date on which they are signed. They remain in force as long as one of the partial agreements, SoW or an appendix is in force.

Articles 11, 12, 8, 9 and 10 concerning property rights, confidentiality, data protection and non-solicitation of personnel remain valid, even after the termination of the agreement and/or the subagreements/SoW/annex.

All offers or quotations of the RecoMatics are without obligation and as such do not bind the RecoMatics. Orders from a customer do not bind RecoMatics either. An agreement between RecoMatics and the customer is only concluded when the parties sign an order confirmation or any other written agreement.

The offers of RecoMatics are valid for one month, unless stated otherwise.

Maintenance agreements are always concluded for an initial period of 3 years and are then tacitly renewed for a period of one year.

Both parties can terminate the maintenance agreement by giving three months' notice by registered letter before the due date.

The termination terms of the partial agreements are described in the agreements themselves. In the event of early termination of such a partial agreement, the hours already worked or the goods delivered shall always be invoiced and any amounts paid shall not be recoverable.

The contract is automatically terminated by the death, apparent insolvency, liquidation or bankruptcy of the customer and this at the moment that the payments to RecoMatics are stopped.


5. Delivery

The products and services are delivered according to the deadlines specified in the partial agreement, SoW or the appendix/quotation. The customer acknowledges that in the case of customisation, the deadlines given may depend on the availability of the customer to make decisions and provide information.

Unless otherwise stated in the partial agreement, SoW or the appendix/quotation, the delivery periods are indicative and in respect of RecoMatics this is only an obligation of means. Failure to comply with the delivery date will not give rise to compensation for delay.

RecoMatics may use subcontractors for the provision of services or the delivery of goods without the consent of the customer. RecoMatics retains full responsibility for the delivery of the relevant partial agreement, SoW or quotation.


6. Liability

RecoMatics is only liable for damage caused by proven shortcomings that are directly attributable to it within the limits of this article. In case of damage, the customer will give RecoMatics written notice of default and describe in detail the nature of the shortcoming. The notice of default must give RecoMatics a reasonable period of time to remedy the shortcoming.

In that case, RecoMatics shall be obliged to attribute the direct damage caused by its (personnel) and proven by the Customer exclusively to RecoMatics, to be repaired, limited to the maximum amount of 25% of the total implementation cost regardless of whether the claim is made on a contractual (e.g. via SLA's) or non-contractual basis. If the duration of the order exceeds 1 year, the liability is limited to the annual value of the order.

If RecoMatics corrects the error at its own expense, the customer cannot claim any compensation.

Under no circumstances is RecoMatics liable for:

  • Damage caused in whole or in part by hardware or software supplied or created by third parties, or by any other element present in the company of the Client, or in the company of the Client brought after the signing of this agreement;

  • Claims by a third party that are brought against the Customer.

  • Any case of profit and/or loss of turnover.

  • Any other consequential loss, indirect loss, economic direct or indirect loss.

The right to compensation for errors directly attributable to RecoMatics expires three (3) months after the occurrence of the alleged error.


7. Force majeure

RecoMatics is not liable for any delay or non-performance of its obligations if this is due to force majeure. Examples of force majeure are war, riots, riots, explosions, strikes or social conflicts, defects in the customer's equipment, defects in the telecommunication and IT equipment of third parties or the immediate termination by a supplier of the cooperation between RecoMatics and this supplier, without such termination being the result of a material defect by RecoMatics. If force majeure prevents RecoMatics from fulfilling its obligations under the Agreement for an uninterrupted period of more than three (3) months, the customer may terminate the cooperation without compensation.

Since the customer's obligation to RecoMatics essentially constitutes an obligation to pay, force majeure on the part of the customer is hereby expressly excluded.


8. Confidentiality

RecoMatics undertakes to keep confidential all information about the customer, its customers, its projects and investments that RecoMatics or its appointees receive in any way as a result of or during the execution of this agreement and all resulting partial agreements, SoW and appendices.

This information will not be disclosed by RecoMatics to third parties without the prior and written consent of the customer.

Both parties undertake to return or destroy (at the choice of the other party) documents marked 'CONFIDENTIAL' as soon as this information is no longer required for the execution of the agreement, either the partial agreement or the SoW or appendix.

In general, both parties shall take the same precautions as they would take to prevent the unauthorised use, distribution or publication of their own business information of a similar nature, in order to maintain the confidentiality of the business information that they have in their possession in relation to the other party. RecoMatics will immediately destroy all information about the customer's clients that it obtains during the execution of the agreement or resulting sub-contracts, SoW or attachments and will exercise special vigilance to prevent their dissemination.

The confidentiality obligation does not apply to information that is:

  • Is public is or will be publicly available.

  • Legally obtained from third parties.

  • Developed or discovered in a way that is totally independent of the other party.


However, RecoMatics is allowed to mention the name and logo of the customer, both during and after the agreement, on its reference list and to make this reference list public.


9. Data protection / processing

Both parties undertake in principle and expressly to comply with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data (GDPR).

RecoMatics will only use the personal data provided by the customer or any other data that may or may not contain personal data on behalf of the customer in the context of the execution of a specific assignment, a sub-contract or a SoW and will only use them for as long as necessary.

After the execution, RecoMatics will, with the consent of the customer, only store the data that are necessary to support support support cases.

The customer ensures that all data that he makes available to RecoMatics in the context of an assignment are legally communicated to RecoMatics in accordance with the legislation on the protection of privacy and the processing of personal data. The customer authorises RecoMatics to communicate these data to all persons, institutions and bodies that directly or indirectly participate in the execution of the assignment.

The customer also authorises RecoMatics to use the processed depersonalised data internally for its continuous product improvement.

If RecoMatics processes personal data in the context of an assignment for the customer, a specific data processing agreement will be concluded with the customer.


10. Information and consultation obligation

The customer will request from RecoMatics all information necessary for the customer to understand the exact content of the services to be provided and the characteristics of the products offered. In principle, this information is sufficiently described in the sub-contracts, SoW and appendices/quotations, but the customer can always request clarifications from RecoMatics.

The customer acknowledges that RecoMatics has fulfilled its obligation to inform the customer within the framework of this agreement and all subsequent sub-contracts, SoW and appendices/quotations.


11. Transfer of ownership and risk of delivered goods

The ownership of the sold goods (e.g. scanner) will only be transferred to the customer after full payment by the customer of all that is due to RecoMatics in return for the goods and services delivered or to be delivered by RecoMatics, including the payment of the agreed price, costs, interest and any compensation for damages. Nevertheless, the risks of loss or destruction of the sold good will be fully borne by the customer from the moment that the sold good was delivered to him.

Until such time as the ownership of the sold good is effectively transferred to the customer, (i) the customer is explicitly prohibited from using, pledging or encumbering the delivered goods as a means of payment with any other security right; (ii) the customer shall affix a sign to the delivered goods that clearly and legibly indicates that the delivered goods remain the property of RecoMatics. To the extent necessary, this clause shall be deemed to have been repeated for each delivery. The customer undertakes to inform RecoMatics immediately by registered letter of any seizure of the delivered goods by a third party.


12. Intellectual rights

RecoMatics remains the owner of all software developed by it and retains all rights to it. Nothing in the agreement can be construed or interpreted as a transfer of the intellectual property rights of RecoMatics to the customer.

The customer acquires for the duration of the agreement a limited, non-exclusive and non-transferable right to use the software for its own internal business purposes ("Right of Use"). Upon termination of the agreement, the Right of Use expires. The customer may not use the software for purposes other than those for which the Right of Use was obtained or use the software in a manner inconsistent with normal use. RecoMatics reserves the right to implement updates, upgrades and new versions of the software and, without compensation, to suspend access to the software for a reasonable period of time for maintenance or installation purposes.

The restrictions on the use of software and documentation developed by third parties and acquired by RecoMatics are laid down in the applicable license terms and documentation conditions for the relevant product, as drawn up and imposed by the manufacturer or the distributor thereof.

RecoMatics will acquire and transfer the necessary licenses for the customer.

The customer will focus on this and will indemnify RecoMatics in case the manufacturer or distributor of these products makes a claim against RecoMatics for alleged infringement of its property rights due to non-compliance with the license conditions as communicated to the customer.

With regard to the upgrade policy of third party software, RecoMatics complies with the policy of the supplier in question. Any additional costs charged by that supplier will be communicated to the customer in advance before proceeding to the commitment. The final decision, if any, rests with the customer on the advice of RecoMatics.


13. Personnel, non recruitment

RecoMatics reserves the right to determine which employee is assigned to an assignment, as well as to change this employee during the assignment.

RecoMatics and the customer undertake not to employ employees of this other party directly or indirectly (e.g. as a consultant, independent advisor, via a company, etc.) during the term of the agreement and for one (1) year after its termination, without the prior written consent of the other party. In the event of a breach of this provision, the party that has violated this provision shall owe compensation to the other party amounting to the gross annual salary (including all benefits to which the employee concerned was entitled) and the employer's contributions of the employee concerned at the time of termination of the employment contract.


14. Signature

In the event that a signed copy is communicated by e-mail with a ".pdf" or ".jpeg" database or another exact copy, the signature contained therein shall create a valid and binding commitment on the part of the signatory (or in whose name and on whose behalf the signature has been placed) with the same value, force and effect as if it were original.

The person who accepts these conditions on behalf of an entity declares that he has the legal authority to enter into the agreement on behalf of that entity.


15. Applicable law and competent court

This agreement and its annexes, the sub-contracts and SoW resulting therefrom shall be governed exclusively by Belgian law.

The application of the Vienna Sales Convention of 11 April 1980 is expressly excluded.

All disputes between the parties concerning agreements that are subject to these sales conditions fall under the exclusive jurisdiction of the courts of the district of East Flanders, Ghent section.