1. Unless otherwise agreed in writing between the parties, all agreements concluded between us and the customer are deemed to have been concluded under the conditions stated below. The general terms and conditions stated on the customer's documents are not opposable to us.
2. All complaints must be well-founded and properly reported and must be sent to us by registered letter within 8 days of the invoice date. The customer is deemed to agree with the invoice details and the delivery in the absence of protest within this period.
3. Unless stated otherwise, our invoices are payable to MMS-SOLUTIONS NV in Kortenaken no later than 30 days after the date of issue, without discount. For invoices below 35 € 9 € administration fee will be charged.
4. In the event of full or partial non-payment of the debt on the due date, the invoice amount will be increased by law and without notice of default with an interest of 12% per year. The amounts still owed to us will be increased by a flat-rate compensation of 15% with a minimum of 75 euros, and a maximum of 1,735 euros, for internal costs, not including any legal costs. The non-payment of an invoice on its due date automatically and without notice of default entails the immediate claimability of all invoices not yet due. The customer must reimburse MMS-SOLUTIONS for all costs it incurred to collect the unpaid invoice. We reserve the right to suspend all deliveries, services and obligations to the customer in the event of customer failure to pay any outstanding claims until all bills are cleared..
5. In all circumstances and notwithstanding article 1583 of the Civil Code, the ownership of the sold goods is only transferred to the customer after full payment of the agreed price, taxes, interests, costs and compensation. The advances, which may have been paid, remain granted by way of compensation. However, the risks are borne by the customer as soon as they leave our warehouses. Payment without reservation of part of an invoiced amount is considered acceptance of the invoice. The single collection or receipt without reservation by the customer or his authorized representative counts as irrevocable acceptance of the sold goods and their good condition. Abbreviations are always accepted with all reservations and without any adverse acknowledgment, and given priority over any legal costs incurred, then over the interest due, then over the compensation clause, and finally over the principal sum.
6. The customer insures to keep MMS-SOLUTIONS informed of any change in his legal or financial situation, especially in the event of changes in his credit situation related to the purchase from MMS-SOLUTIONS, as well as in the event of a transfer of clientele, wholly or partly, to a third party or even if payment is stopped, be it amicably or judicially.
7. In the case of invoicing in the name of a legal person, the directors are jointly and severally and indivisibly liable to pay together with the legal person.
8. Our offer is always without obligation. The agreement is only concluded after our written confirmation or at the start of execution. Unless stipulated otherwise in writing, the delivery times are given for information purposes only. The customer cannot rely on this to obtain compensation. Delay in delivery cannot justify destroying the order. We have the right to adjust our prices (provided we notify you in writing in advance) if changes occur after the conclusion of the agreement in the price of energy, raw materials, wages or in one of the other components of our cost price.
9. In the event of non-payment of the invoices on the agreed due date, we can immediately consider the agreement as dissolved by operation of law and without notice. From that moment on, MMS-SOLUTIONS will be authorized to take back the goods sold from the customer, without prejudice to the repair of the damage suffered. MMS-SOLUTIONS is not liable for damage to the property caused by its completion. The costs caused by the dismantling will be charged on top of the aggregate amount of the invoices. The customer may not, directly or indirectly, dispose of, pledge, lend, sublet, use by third parties or transfer all or part of his rental rights, but not yet paid for in full, equipment, nor may he transfer it in full or in part. or involve the transfer of his business. The rented and replaced material is and remains the property of MMS-SOLUTIONS, which has the right to affix a mention or name label to the material that clearly indicates the identity of the owner. Without the written permission of MMS-SOLUTIONS, the material may not be taken outside the European Union.
10. If MMS-SOLUTIONS calls on a third party for the delivery and/or installation of certain materials, as well as for hosting services, the customer waives all recourse against MMS-SOLUTIONS and all rights and claims arising from the breach of contract by MMS-SOLUTIONS. the third. On the other hand, MMS-SOLUTIONS assigns to the customer who accepts this any recourse, all rights and claims that it could assert because of or in relation to the material, the works or the hosting services and this in accordance with the conditions that apply on the agreement between the third party and MMS-SOLUTIONS. The tenant has a direct claim against the third party and is solely responsible for the fulfillment of the formalities that make this transfer objectionable to third parties.
11. The agreements or the rights granted by MMS-SOLUTIONS are not transferable by the customer to a third party without express written permission given by MMS-SOLUTIONS.
12. The fact that we do not apply any clause stipulated in our favor in these terms and conditions cannot be interpreted as a waiver on his part to invoke them..
13. The copies and faxes prepared by us against the customer have probative value like originals.
14. In case of poor manufacturing, the customer can invoke the (possible) warranty provided by the manufacturer. The customer is bound by the manufacturer's warranty conditions. MMS-SOLUTIONS itself does not provide a direct guarantee to the customer with regard to the goods or services it supplies.
15. We are not liable for direct or indirect damage suffered by the customer or by third parties as a result of a defect in the goods, software and/or services supplied or delivered under license or given in lease, nor for direct or indirect damage as a result of or as a result of the installation of our products or the provision of our services. Unless otherwise stipulated, our performance always implies an obligation of means.
16. An order whose execution has already started and which is subsequently withdrawn by the buyer, will be charged for the entire amount.
17. MMS-SOLUTIONS NV is the sole owner of its system and application software. This software may only be used under license by the customer for the customer's own internal use, its agents or representatives. The customer is therefore strictly prohibited from transferring or disclosing this software to third parties in any way, whether for compensation or free of charge, or to make copies thereof, unless the latter is necessary for security reasons, as well as to dismantle the software. , translate, adapt, reverse engineer, repair without permission from MMS-SOLUTIONS or use in any way other than intended for sale. The purchaser thus only acquires a non-exclusive, non-transferable right to use the software. In the event of non-payment of the sales price or in the event of breach of its contractual obligations by the customer, MMS-SOLUTIONS reserves the right to revoke the license without prejudice to the right to compensation, subject to a registered notice of default. The customer loses the right to use the license eight days after receipt of the registered mail and must return all copies it made. MMS-SOLUTIONS NV reserves the right, in the event of a breach of the above obligation, to terminate the contract without prior notice and to discontinue all additional assistance, without prejudice to the right to compensation and the passing on of compensation claimed by suppliers or rights holders. on industrial properties.
18. All know-how, programs and intellectual property rights with regard to products supplied by MMS-SOLUTIONS NV always belong to MMS-SOLUTIONS.
19. Acceptance of a bill of exchange does not result in novation, so that the current terms and conditions of sale remain fully applicable. All associated costs are borne by the customer and payable in cash.
20. In the event of a dispute, only the courts of Leuven are competent. Belgian law applies to the agreements.
21. The clients undertake not to directly or indirectly recruit, employ, rely on or collaborate with all kinds of employees or appointees of MMS-SOLUTIONS and its affiliates, in any way or to terminate their agreement with MMS-SOLUTIONS and its affiliates and this subject to forfeiture of a fixed compensation equal to the amount of the last gross annual salary or compensation of the employee concerned or all kinds of appointed.
22. The fact that the customer has not received the general terms and conditions in his legal mother tongue does not exempt him from their application, unless he has requested a translation. Il y a la possibilité de demander une traduction en français.
23. The possible nullity of 1 or more provisions of these general terms and conditions will in no way result in the nullity of the entire agreement. The other provisions therefore remain fully applicable.
