General Conditions ClickWorks BV
1. These general conditions of ClickWorks BV (referred to hereinafter as the ‘General Conditions’) are applicable to all offers of ClickWorks BV to The Customer, and to all contracts between ClickWorks BV and The Customer. The Customer is held to have accepted these conditions expressly and unambiguously. These General Conditions always take precedence over the conditions of The Customer or of any third party. All conditions other than these General Conditions, as well as all departures from and/or amendments to these General Conditions, even if they emanate from the representatives of ClickWorks BV, must, for them to become assertable in respect of ClickWorks BV, be expressly confirmed aforehand and in writing. Should any provision of these General Conditions appear to be invalid either in part or in whole, the other provisions nonetheless remain in full force. Parties undertake in that case to agree on a new arrangement to serve instead of the invalid provision and which approximates the object of the invalid provision as closely as possible.
2. Offers made by ClickWorks BV, as well as the information and attachments supplied by same, serve only by way of information and are not binding on ClickWorks BV. The prices quoted in this offer apply, unless expressly specified otherwise, for a period of thirty days following the date of the offer. Any inaccuracies or supposed inaccuracies in the offer must, on pain of lapse, be notified in writing to ClickWorks BV within five working days of the offer date.
3. Every order from The Customer is binding on The Customer, but ClickWorks BV is bound only after the written confirmation of the order by ClickWorks BV. Any inaccuracies in the confirmation of the order by ClickWorks BV should be made known by The Customer in writing within five working days counting from the date of the confirmation of the order.
If after the confirmation of the order by ClickWorks BV, The Customer requires changes to be made to the order, the extra cost associated with the same shall be charged to The Customer.
The cancellation of an order by The Customer gives ClickWorks BV a right by action of law to compensation equal to 15% of the amount agreed between parties for the order, without prejudice to the right to additional compensation should the effectively sustained loss prove to be greater.
The premature termination of an order during the performance of the same gives ClickWorks BV a right by action of law to the remuneration of the services already delivered, increased by compensation equal to 15% of the amount agreed for the order between parties, without prejudice to the right to additional compensation should the effectively sustained loss prove to be greater.
4. The delivery period is that indicated in the order confirmation from ClickWorks BV. This delivery period shall in all cases be regarded as indicative and is not binding on ClickWorks BV.
5. All invoices are payable to the account of (and without costs to) ClickWorks BV within a period of thirty days following the invoice date unless expressly stipulated otherwise.
The obligation of The Customer to pay shall not be suspended by the submission of a complaint or the filing of legal action about delivered services and/or goods, even should such appear to be well-founded.
All prices indicated by ClickWorks BV are quoted in euros (€) and are exclusive of VAT. The prices shall be increased by the applicable VAT.
In the event of the absence of payment on the due date, interest for late payment at the rate of 10 % (ten percent) per annum counting from the due date of the invoice until the date of its payment in full shall become payable by the action of law.
In the event of the absence of payment on the due date, the amount of the invoice shall be increased by the action of law by 10% by way of compensation, with a minimum of € 125, without prejudice to all other rights that may be asserted.
In the event of non-payment, ClickWorks BV shall have the right without formal notice of default being required to suspend all further deliveries to The Customer and/or declare all current contracts to be terminated by action of law and/or immediately claim the payment of all unpaid invoices that are not yet due, without prejudice to the right of ClickWorks BV to claim performance and/or compensation from The Customer.
Furthermore, The Customer shall in the event of non-payment lose all rights to any discounts that may have been allowed.
6. Unless expressly specified otherwise in the offer, all software supplied by ClickWorks BV is made available under license to The Customer for the location where the commissioning and acceptance into use take place, where this applies for the entire duration of the use. The software may therefore not be used, either in combination with the necessary hardware, at other locations without the prior written consent of ClickWorks BV.
Unless expressly mentioned otherwise in the offer, ClickWorks BV remains at all times the owner of all the intellectual and other rights to all software.
7. ClickWorks BV shall in the event of force majeure, such as, but not limited to, war, mobilization, rebellion, state of siege, strike or lock-out, fire, lightning strike, voltage surge, the entire or part paralysis of the transportation system, illness or accident among the personnel of ClickWorks BV, or disruption of business or shortcoming by the suppliers of ClickWorks BV, always have the right to suspend the performance of its undertakings as long as the state of force majeure remains in effect, or should the state of force majeure persists for more than six months to terminate the sale, without ClickWorks BV being liable for compensation in any of these cases.
8. ClickWorks BV has the right to suspend its obligations under a contract with The Customer and/or to terminate the contract at the expense of The Customer by the action of law in the event (1) of a non-performance by The Customer, such as, but not limited to, the failure to pay in due time a part of or all of the price, and/or the whole or partial cancellation of the order by The Customer; (2) in the event of the winding-up or liquidation of The Customer, or should The Customer cease trading, apply for bankruptcy or a court-ordered composition with its debtors, or in every case in which it appears the financial probity of The Customer has been undermined.
9. ClickWorks BV is liable solely for direct loss. In no case shall ClickWorks BV be liable for any accidental or indirect loss that may be caused by the use of the products it has delivered, or the information and/or literature associated with same, or for any other loss that is not caused directly and immediately by the fault of ClickWorks BV, such as, but not limited to, loss of income, claims for damages from third parties, data loss, loss and/or defects attributable to materials or information supplied by The Customer or by a third party.
In no case shall ClickWorks BV be liable for defects in the equipment, hardware, peripheral equipment, or software on or in which the products that it has delivered have been implemented by or on the instructions of The Customer.
In the event of direct loss, and only if reparation in kind is not possible, the liability of ClickWorks BV in respect of The Customer and third parties will never be more than half the amount that The Customer has paid for the specific product that has caused the loss.
10. These General Conditions and all other contracts between ClickWorks BV and The Customer are governed exclusively by Belgian law.
In the event of a dispute, the courts at Antwerp have sole and exclusive jurisdiction.