Article 1 - Definitions

1.1 EXPLiCS: the company Javastart BVBA working under brand EXPLiCS ,OBJECTSconnected

1.2 Customer: any natural or legal person to whom EXPLiCS supplies or intends to supply products and/or services.

Article 2 - Offer and contract

2.1 These general terms and conditions apply to all offers and contracts under which EXPLiCS supplies goods and/or services of any kind to the Customer, even if these goods and services are not described (in more detail) in these terms and conditions. Derogations from these general terms and conditions are only valid if expressly agreed in writing.

 2.2 All offers are without commitment, unless expressly stipulated otherwise in the offer. Unless stipulated otherwise, a contract is only entered into with EXPLiCS after EXPLiCS has accepted or confirmed an order in writing. 

2.3 Applicability of any purchasing or other terms and conditions of the Customer is expressly ruled out, unless agreed otherwise in writing. 

2.4 If any clause of these general terms and conditions is invalid or is set aside, the other clauses of these general terms and conditions shall remain fully in force, and EXPLiCS and the Customer shall consult and agree new clauses to replace the clauses that are invalid or set aside, and which most closely approximate the intention and meaning of the clause that was invalid or set aside.

Article 3 - Price and payment

3.1 All prices exclude VAT and other taxes or duties imposed by government. Unless stipulated otherwise, the prices and tariffs of EXPLiCS are based on delivery ex. works or warehouse of EXPLiCS and not ex. works or warehouse of third parties.

 3.2 In the case of an agreement in which the Customer has to make regular payments, EXPLiCS is empowered to amend the prices and rates at regular intervals, by means of a written notification. Amendments shall apply no sooner than three months after the written notification.   3.3 Unless a fixed price is expressly agreed, EXPLiCS is also entitled to amend the agreed prices and rates by means of a written notification to the Customer, for goods or services which, according to the relevant planning or according to the contract, are to be supplied at a time that is at least three months after the date of that notification.

 3.4 If the Customer does not wish to accept the change to prices and rates announced by EXPLiCS as referred to in Article 3.2 or 3.3, the Customer is entitled within 15 working days to terminate the contract in writing as from the date stated in the notification by EXPLiCS on which the price or rate increase will come into effect, or to cancel the contract.

 3.5 All invoices must be paid by the Customer in accordance with the agreed payment terms. In the absence of specific terms and conditions, the Customer shall pay within thirty days of the date of issue of invoice.

3.6 As collateral for correct payment of all claims by EXPLiCS, on whatever grounds, EXPLiCS receives a nonpossessory pledge - due to the existence of the claim - to all the goods in which the items, software, or services supplied by EXPLiCS are processed, or of which they form part. Until the amounts receivable by EXPLiCS are paid, EXPLiCS also receives a non-possessory pledge to claims that the other party may assert against any third party in connection with the items, software, or services supplied by EXPLiCS. The other party is bound to provide, at the first time of asking, all relevant information and documentation in this regard on pain of penalty of €625 per day of default. The order signed by the other party and the subsequent written confirmation by EXPLiCS constitute a private contract as defined by law.

3.7 25% of the fee that EXPLiCS receives from the Customer for developing software (or preparatory works such as software-architecture or software-consultancy) will be considered a compensation for the licence of the copyrights on this software or preparatory works towards the Customer.

3.8 In the event of non-payment or non-timely-payment, late payment interests will be automatically due, without prior notice of default. These interests will be equal to the interest specified in the Belgian Act on combatting late payment in commercial transactions.  Non-payment or non-timely-payment of an invoice will also result in a lump-sum compensation being due of 10% of the invoice amount, with a minimum of 250 euros.

Article 4 - Delivery and delivery dates

4.1 EXPLiCS is entitled to deliver in partial consignments, which EXPLiCS may invoice separately.
4.2 Unless agreed otherwise, the goods delivered will be delivered without any options or system options, and EXPLiCS does not warrant in any way the compatibility with other software or hardware, or usability for the purpose intended by the other party. 
4.3 The (delivery) dates stated by EXPLiCS are quoted to the best of its knowledge based on data known to EXPLiCS when entering into the contract, and will be taken into account as far as possible. 

4.4 Merely exceeding a (delivery) date does not constitute default on the part of EXPLiCS. EXPLiCS is not bound to (delivery) dates that can no longer be fulfilled, due to circumstances that are beyond its control and have arisen since the contract was entered into. If there is a risk that the delivery date will be exceeded, EXPLiCS shall consult as soon as possible with the Customer.

Article 5 - Complaints 

5.1 Any complaints will only be dealt with by EXPLiCS if they are submitted in writing, stating the nature and grounds for the complaint within the period to be specified in the applicable Specific Terms and Conditions.

5.2 Complaints about invoices also must be submitted in writing, within 10 working days. 

5.3 After the expiry of the period referred to in paragraphs 1 and 2, the other party is deemed to have approved goods and/or services delivered as well as the invoice. From then on, EXPLiCS reserves the right not to entertain complaints. 

5.4 If EXPLiCS considers that the complaint is well-founded, EXPLiCS shall nevertheless continue the supply, unless EXPLiCS prefers to issue a credit note.

5.5 Only if, and to the extent that the complaint is considered well-founded, does this suspend the other party's payment obligation until such time as the complaint is settled. 

5.6 Returns of goods may only be made after prior written consent from EXPLiCS, under conditions to be determined by EXPLiCS..

Article 6 - Export

6.1 On exportation of hardware, parts or software by the Customer, the relevant export rules apply. The Customer shall hold EXPLiCS harmless against any claims by third parties relating to infringements by the Customer of the prevailing export rules.

Article 7 - Applicable law and disputes 

7.1 Contracts between EXPLiCS and the Customer are governed by Belgian law. 

7.2 Price quotes and contracts with EXPLiCS as well as their performance shall be governed exclusively by Belgian law. 

7.3 Any disputes, including those which are only regarded as such by one party, arising from or relating to the contract to which these terms and conditions apply or the relevant terms and conditions themselves and their interpretation and performance, both de facto and legally, shall be decided by the competent court for the legal district in which EXPLiCS has its registered office.

7.4 EXPLiCS is entitled nevertheless to have the dispute settled by arbitration, in which case EXPLiCS shall inform the other party in writing. The other party shall have the opportunity during a period of one month to express a preference for taking the matter to court. 

7.5 If the dispute is settled by arbitration, three arbitrators shall make 'an award based on reasonableness and fairness'. For appointing the arbitrators, each party shall appoint one, and the third is appointed jointly by the other two arbitrators. The arbitrators expenses and fees shall be paid by the parties as decided by the arbitrators.

Article 8 - General

8.1 Notices that the parties have to send each other pursuant to this contract, shall occur in writing. 

8.2 Verbal notifications, undertakings or agreement only have force of law if they are confirmed in writing. 

8.3 The Customer is not entitled to transfer rights and obligations under a contract to a third party without the consent of EXPLiCS. This consent shall not be refused without reasonable grounds. EXPLiCS is entitled to attach conditions to granting of that consent.