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General conditions

Article 1: general

The application of these general conditions of sale constitutes the decisive condition for the conclusion of any agreement with OFFIMAC. Any derogation from these general conditions of sale shall be subject to a written agreement signed by OFFIMAC. Should one or more clauses or part of the clauses of these general conditions of sale not be valid or be the subject of an express derogation by OFFIMAC, this shall not affect the validity and applicability of the other provisions of these general conditions of sale. These conditions shall apply to the absolute exclusion of the conditions mentioned on order forms, invoices or other documents originating from the customer.

By signing or approving the offer or agreement, the customer declares to have taken note of the general conditions of OFFIMAC, including privacy policy and accept them in full. Before the conclusion of an agreement, the customer is offered the opportunity to take note of and expressly accept the content of these general conditions of sale and privacy policy.

In addition, OFFIMAC’s general conditions and privacy policy can always be consulted online. OFFIMAC reserves the right to modify these general conditions. The new general conditions shall take effect from their notification to and after (express or tacit) acceptance by the customer.

Article 2: Delivery and execution period

The delivery or performance deadlines stated in the quotation and/or on any other document are given as an indication only, without any commitment and in no way constitute an essential condition of the contract. Unless expressly agreed otherwise, failure to meet the specified deadlines shall in no way entitle the customer to rescind the contract, refuse the goods or works or claim any damages.

Article 3: cancellation

Cancellation of the order shall be considered a breach of contract. In this case, without prejudice to OFFIMAC’s right to invoke additional damages and claim compensation for them, liquidated damages of 35% of the agreed price may be claimed.

OFFIMAC reserves the right to consider the contract terminated ipso jure and without prior notice of default, in case of bankruptcy of the customer, obvious insolvency as well as any significant change in the legal situation of its customer.

Article 4: acceptance – completion

The goods ordered shall be delivered and accepted or deemed to be so at the time of their delivery to the customer. Works and services shall be deemed delivered and accepted at the time of their completion and/or delivery to the customer and if, at that time, no explicit and reasoned refusal to accept them has been formulated and confirmed to OFFIMAC by registered letter.

Partial or full payment of invoices relating to the services shall be considered as tacit acceptance. The customer thereby immediately acknowledges that the services performed by OFFIMAC have been carried out in accordance with the rules of the art and that the work has been accepted.

Article 5: price

No commitment by OFFIMAC representatives or persons acting on OFFIMAC’s behalf shall be valid without written confirmation from OFFIMAC. Quotations and offers are based on the current values of wages, materials, taxes, social charges, government charges, third-party prices, among others. If these prices change or in case of currency fluctuations, OFFIMAC reserves the right to adjust the prices accordingly. Quotes and quotations shall be binding only for the services and deliveries described therein and for a period of thirty days from the date of dispatch of the said quotes and quotations.

The performances mentioned in the offer are always probable performances, based on the information provided by the customer. Actual performances will be charged at the agreed prices.

Additional work (i.e. all work and deliveries not included in the quotation or the specifications and required by the customer, as well as unforeseen circumstances during the work of which OFFIMAC has not been informed by the customer) shall be charged by OFFIMAC to the customer on an equitable basis.

The prices stated are always exclusive of V.A.T. The prices stated per unit only apply to standard works that do not contain any particular difficulties or risk factors. The prices of works performed by OFFIMAC on an hourly rate are calculated from the arrival of OFFIMAC’s technician at the customer’s headquarters, unless otherwise agreed in the quotation. All travel expenses shall be borne by the customer and shall be charged separately. For relocations including relocation time, OFFIMAC shall charge the customer a fixed agreed rate, unless otherwise agreed in the quotation.

Article 6: payment terms

OFFIMAC shall only issue invoices from a minimum amount of EUR 175 per invoice. The price for the execution of the order will be invoiced to the client with a summary of the services provided. All invoices are payable as follows: at Hasselt or by deposit or transfer to the bank account as mentioned in the invoice. Unless otherwise agreed in writing, each payment shall be made within 30 days of the invoice date. The amounts paid shall always be applied to reduce the oldest debt, increased by accrued interest for late payment and any costs. Failure to pay by the established or agreed due date makes all receivables immediately recoverable without further notice, even those not yet due.

Interest for late payment shall be charged, ipso jure and without notice of default, from the due date at the rate of 12% per annum, as well as conventional damages of 2% of the total invoice amount, with a minimum of EUR 62.5. Non-payment at the fixed or agreed due date shall also entitle OFFIMAC to proceed to stop supplying goods, performances or services until payment of all outstanding claims.

All invoices shall be payable by the customer to OFFIMAC as follows: an advance of 35% of the agreed total sum upon signature of the contract or order form, 55% upon provisional acceptance and 10% upon completion of the work.

Unlike above and in the specific case of software projects and/or development, all invoices are payable to OFFIMAC as follows:

  • Basic licenses: 50% on order (immediately), 50% on delivery
  • Maintenance on basic licenses, on initial purchase: 50% on order (immediately), 50% on delivery
  • Annual maintenance on licenses and/or customization: annually in advance of the applicable due date
  • OFFIMAC modules: 50% on order (immediately), 50% on delivery
  • Customization: on a monthly basis in proportion to the works performed per month
  • Companion and other services: on a monthly basis in proportion to the service performed per month

Deviation from these terms of payment may be made only in exceptional circumstances and with the express written agreement of each of the parties.

Article 7: complaints

Any protest against the invoices presented by OFFIMAC shall be made by registered letter or fax, with reasons given, within eight days of the invoice date, under penalty of loss of the right to protest. Without prejudice to the provisions of the preceding paragraph, no complaint for visible defects, missing goods or work, or non-conforming delivery may be formulated after the date of acceptance, as provided for in Article 5 of these General Conditions of Sale and, in order to be valid, any other complaint must be substantiated, must contain a detailed description of the customer’s complaints and must be made by registered letter or fax within 72 hours following the event which could involve OFFIMAC’s liability. If the customer fails to accept the delivery or makes it impossible, the 72-hour period shall commence upon receipt of the delivery note or, in its absence, from the invoice date. In the absence of a complaint within the aforementioned deadlines, any use and even partial commissioning of the goods or works shall be considered an act of approval or acceptance without question.

Article 8: guarantee – liability

OFFIMAC shall not be held liable for misunderstandings or errors regarding the execution of the order if they have their origin or cause in acts of the client, such as failure to provide complete, correct and clear data on time or at all.

OFFIMAC shall be liable to the client only for the serious fault, intentional fault or fraud attributable to it in the performance of its order.

OFFIMAC shall not be liable for accidents or damage caused to persons or property, nor for the damage due to visible or hidden defects of the goods or works delivered or any other defect, if the goods or works are placed, loaded, stored, used or processed by the customer without complying with OFFIMAC’s specific instructions or OFFIMAC’s conditions of use, which the customer declares to be known. In the event of missing goods or works, OFFIMAC shall only be obliged to complete the missing goods or works.

The materials and products are guaranteed in accordance with the warranty conditions of the manufacturer/suppliers of the materials and products for an equal period from their delivery. The warranty is in any case limited to the replacement and/or repair of the parts that are defective as a result of a construction fault, the transportation costs and return costs. The warranty excludes any other compensation. OFFIMAC bears no responsibility for damage to goods delivered in uninhabited, occupied or unfinished buildings. In this case, the customer is responsible for the supervision of the delivered goods.

OFFIMAC may in no way be held liable for any interruptions, delays, breakdowns and/or loss of data. OFFIMAC does not grant any implicit or explicit guarantee of its performance; the services OFFIMAC undertakes to provide imply obligations of means and may never be considered as obligations of result. The principal(s) shall remain fully responsible vis-à-vis third parties for the content and form of the services provided and products ordered by them from OFFIMAC, in accordance with the Law of 14 July 1991 on commercial practices and consumer information and protection. The principal(s) shall also indemnify OFFIMAC against all claims of third parties. OFFIMAC shall in no way be held liable for defects and dysfunctions in products or services originating from third parties or for negligence, omission or default of these third parties.

OFFIMAC’s liability shall also be limited only to reimbursement of the price of the non-conforming part of the performance and may not give rise to any other compensation. If OFFIMAC is liable, this liability shall in any event be limited to:

  • in case of delivery of goods: the invoice amount;
  • in case of provision of services: the amount of the agreed fee, in the case of assignments with a longer duration further limited to the fee portion due over the last 6 months;
  • In any case, limited to the coverage provided by OFFIMAC’s liability insurance.

The Principal confirms that the recovery of damages caused by the non-performance of a contractual obligation by an employee or director of OFFIMAC is, within the legal limits, exclusively a ground for a contractual or extra-contractual liability claim against OFFIMAC and does not constitute a ground for an extra-contractual liability claim against this auxiliary, even if the event at the origin of the damages also constitutes a tort.

The Principal confirms that the recovery of damages caused by the non-performance of a contractual obligation by an auxiliary of OFFIMAC, within the legal limits, is exclusively a ground for a contractual or extra-contractual liability claim against OFFIMAC and does not constitute a ground for an extra-contractual liability claim against this auxiliary, even if the event at the origin of the damages also constitutes a tort.

Article 9: warranty – support – training

Regarding warranty, OFFIMAC only applies the standard warranties granted by manufacturers on their products. OFFIMAC shall provide warranty and support for the software development, services or installations provided by OFFIMAC for a maximum period of 1 month after delivery and/or commissioning by the customer. This warranty and support shall be free of charge and at the expense of OFFIMAC only in so far as it concerns actual and demonstrable production errors in software, services or installations delivered by OFFIMAC. In all other cases, this support is payable. OFFIMAC cannot be held responsible for misuse, manipulation and negligence by the customer or in cases of force majeure.

OFFIMAC considers it the responsibility of the customer-client to provide it with all, complete and clear information and cooperation necessary for the successful execution and operation of software development, services or installations by OFFIMAC. OFFIMAC dissociates itself from all responsibility and liability if this was not respected by customer-client.

OFFIMAC does not provide training in the software, services and installations it provides unless expressly stated in the quotation.

Any of these provisions may be waived by either party only on an exceptional basis and with the express written agreement of each party.

Article 10: force majeure and imprecision

The cases of force majeure or imprevention, whether temporary or definitive, which render the execution of the contract impossible or substantially difficult, shall automatically suspend or extinguish OFFIMAC’s obligations with respect to this contract and release OFFIMAC from any liability or claim for damages that may arise from them. The following shall be considered cases of force majeure and OFFIMAC’s imprecision (the list is purely illustrative): wars and similar situations, inability to obtain supplies, decisions by the public authorities, strikes, floods, fires, labor disputes, industrial disturbances, blockades, legal restrictions, riots, pandemics, technical failures, hacking as well as any cause beyond OFFIMAC’s control which makes the delivery and/or performance of the goods/work considerably more difficult or impossible. This enumeration is not exhaustive.

Article 11: risk, retention of title and rights of ownership

The risk in connection with the goods and works shall be transferred to the customer at the time of delivery of these goods and works, but ownership of them shall only be transferred at the time of full payment of the relevant invoice. Until such time, OFFIMAC may freely dispose of them.

This retention of title clause shall also apply in the event of the customer’s bankruptcy, insofar as the goods are held by the customer in kind and have not yet become immovable through incorporation. On penalty of forfeiture, the action must be brought before the conclusion of the report of the verification of claims.

Unless otherwise stipulated, OFFIMAC shall remain the sole holder of the copyright and related rights to the works and services carried out within the framework of the assignment entrusted to it. OFFIMAC shall at all times retain the intellectual property right to software applications, sources, concepts, advice, reports, etc. developed by it. They remain the inalienable property of OFFIMAC and may not be used in any way for purposes other than those that are the subject of the order without written authorization. Nor may they be copied, reproduced or otherwise used or made available to third parties. A customer is expressly prohibited from copying or reselling software programs developed by OFFIMAC.

OFFIMAC is entitled to exhibit the works and performances it performed to potential clients. OFFIMAC reserves the right to use the knowledge gained by the execution of work for other purposes, provided that no confidential information is disclosed to third parties.

Article 12: processing of personal data

The personal data of customers reaching OFFIMAC in the context of a contract or potential contract will be collected, processed, used and stored in accordance with the General Data Protection 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 and on the free movement of such data and repealing Directive 95/46/EC. 15.2 Personal data will only be used for administrative purposes, commercial actions and to comply with legal and regulatory obligations.

The client acknowledges and agrees that OFFIMAC receives and processes these personal data (name, address, location data, e-mail address, telephone number, etc. of natural persons). OFFIMAC is the controller with respect to these personal data. The processing will always be done in accordance with OFFIMAC’s privacy policy and prevailing laws and regulations.

Article 13: confidentiality

Confidential information means all information, of any form (oral, written, graphic, electronic,…) exchanged between OFFIMAC and the client in the course of performance of the contract.

The parties and their employees must keep confidential the confidential information received from the other party in performance of the assignment. Furthermore, the parties may only use the confidential information within the framework of the agreement concluded between the parties. The parties may not disclose confidential information to third parties without the written consent of the other party. Information shall in any case be considered confidential if it is designated as such by either party.

The obligation of confidentiality provided for in this article applies as long as the information in question is of a confidential nature, that is, even after the end of the cooperation.

Are not considered confidential information:

  • the information legally obtained from a third party who is not bound by any obligation of confidentiality or secrecy;
  • the information that a party already knew before it was transmitted to it under a contract;
  • the information that a party has developed itself without violating an agreement;
  • information that has fallen into the public domain without the intervention or fault of the party who received it;
  • the information that must be made public by a court decision.

Article 14: depreciation

No party may approach personnel of the other party for recruitment, nor enter into a service or employment contract with them, without obtaining the other party’s written consent. In case of violation of this provision, the violator shall be liable to the other party for a lump sum of €50,000, an amount representing a reasonable estimate of the damages suffered by the harmed party. The amount shall be immediately due and payable.

Article 15: applicable law – jurisdiction

All disputes between the parties involved arising from or relating to the order and the contract between the parties shall fall within the exclusive jurisdiction of the courts of the district of the registered office of OFFIMAC. Belgian law shall apply.