Article 1 scope
The general terms and conditions of sale apply to all offers, orders and agreements entered into by leadstreet BV. These terms and conditions prevail in the event of a conflict between these terms and conditions and the client's terms and conditions. The client's terms and conditions, including any amendments made to leadstreet BV's terms and conditions, shall only be binding on leadstreet BV to the extent that leadstreet BV has accepted such amendments beforehand, explicitly and in writing. In the event of contradiction or inconsistency between one or more of the provisions laid down in a contractual document, the latter shall prevail.
Article 2 conclusion of the contract
leadstreet BV offers are only valid if they are valid for a period of validity. Orders and agreements are only binding after written confirmation from leadstreet BV or by sending the invoice.
Article 3 price and delivery terms
The price is as stated on the specifications. However, the prices and expenses shown in the leadstreet BV price list may be modified and adapted to the evolution of fixed and/or variable costs at any time, without prior notice.
In this case, the new price mentioned on the front of the invoice will apply. Dates and delivery times are purely informative and not binding on leadstreet BV, unless explicitly agreed otherwise in writing
Exceeding them does not give the buyer any right to compensation and/or cancellation of his order.
Article 4 payment
Unless otherwise stated on the invoice, all leadstreet BV invoices are payable in cash. Any invoice not paid within 30 days will incur interest of 10% per annum from the due date. In the event of non-payment on the due date, a conventional fixed compensation of 10% of the invoice amount, with a minimum of 150 euros, shall also be payable.
The interest and the fixed compensation are legally due on the due date, without prior notice of default. Any applicable taxes and import duties shall be borne by the customer.
In the event that leadstreet BV's confidence in the client's creditworthiness is shaken by acts of judicial execution against the client and/or other demonstrable events which call into question and/or render impossible the confidence in the proper execution of the commitments undertaken by the client, or in the event of non-payment of an invoice, leadstreet BV reserves the right to demand guarantees from the client and/or to suspend any remaining deliveries, without any formality and subject to all leadstreet BV's rights.
Leadstreet reserves the right to cancel all or part of the order, even if all or part of the goods and/or services have already been delivered. In such a case, the amount referred to in article 5 shall be due by way of compensation.
Article 5 dissolution
All cancellations must be made in writing. It is only valid with the written acceptance of leadstreet BV. In the event of unilateral cancellation by the client of an agreement relating to the supply of goods and/or services prior to delivery, the client shall owe leadstreet BV compensation of 30%. The costs already incurred by leadstreet BV shall be borne by the client. If the damage suffered by leadstreet BV exceeds 30%, leadstreet BV reserves the right to claim higher compensation.
Article 6 testing and installation of the goods
The customer is responsible for the installation and testing of the goods and/or services provided by leadstreet BV. At the request of the client and after approval by leadstreet BV, leadstreet BV will carry out the installation at the prices applicable at that time.
Article 7 acceptance of goods and services
The client shall be deemed to have definitively accepted the goods delivered by leadstreet BV, unless leadstreet BV has been notified in writing of a defect within 10 days of delivery of the goods or discovery of a hidden defect. If the complaint is admissible and well-founded, the responsibility is limited to the price of the delivered goods. No other damage of the buyer or a third party will be compensated. The services provided by leadstreet BV are deemed to have been fully accepted by the customer at the time of delivery of the services.
Article 8 transfer of ownership.
There is no transfer of ownership.
Article 9 property rights
All property rights (including, but not limited to, copyrights, patent rights, brand names, trade secrets, methods, procedures, know-how) relating to the goods and services of leadstreet BV remain the exclusive property of leadstreet BV and/or the third party.
The client undertakes to respect these property rights and accepts that he only receives limited rights of use. The information and documentation provided to the client may not be copied in whole or in part or shown and/or handed over to third parties in any form whatsoever. It may only be used for the purpose for which it was provided.
The customer accepts to be bound by the licensing conditions applicable to these products and services. A copy of the license terms can be obtained upon simple request.
Article 10 guarantee and liability
leadstreet BV warrants that the goods are substantially in conformity with the product specifications as set out in the license agreement. The guarantee and liability for third-party goods supplied by leadstreet BV is limited to the guarantee given by the third party as stated in the licence conditions for such goods and of which the client can obtain a copy on simple request before purchasing the goods and/or services from leadstreet BV.
All services are provided 'as is'. This guarantee shall only apply to the extent that the client demonstrates that the defects have manifested themselves under normal or prescribed conditions of use. The guarantee does not apply in the event of poor installation, poor maintenance, inexpert repair and unauthorised modification by the client.
leadstreet BV shall only be liable to pay compensation for direct damage caused to the client if and insofar as the client proves such damage and leadstreet BV acknowledges the veracity of the damage.
In any event, the amount of such compensation shall not exceed the invoice price or the rate payable for the products and/or services which caused the damage, and shall in any event be limited to a maximum of € 10,000 per claim.
leadstreet BV is not liable for unforeseeable damage, consequential damage or indirect damage (including, but not limited to, commercial or financial loss of customers, loss of information, data or programs or actions or claims for compensation by third parties). Leadstreet does not reimburse damage caused by hardware, software and other products and/or services supplied or provided by parties other than leadstreet BV. Nor does leadstreet BV compensate damage caused by the fault of the victim or a third party. Any claim for compensation under this article must reach leadstreet BV in writing within 5 days after the damage has occurred.
Article 11 force majeure
In case of force majeure, such as fire, strike, riots, negligence of suppliers or any act outside the control of leadstreet BV, leadstreet BV is not responsible for a defective and/or delayed performance of all or part of its obligations. If a product and/or service cannot be provided due to a case of force majeure, leadstreet BV reserves the right to terminate the contract without compensation. Current or future import and export restrictions and arrangements relating to goods and services that may hinder leadstreet BV in the delivery of goods and/or services shall be considered as a case of force majeure.
Article 12 export and import provisions
The export under these conditions is subject to obtaining, if applicable, an authorisation for export and/or import of products, services and documentation from the country of origin for the delivery of the customer. If, within 3 months after the conclusion of the agreement, the required authorizations and licenses have not been granted and notified to leadstreet BV, the agreement will be considered as non-existent. With regard to these products, services and documentation, the client shall not act contrary to the export and/or import provisions and/or licensing conditions in force.
Article 13 applicable law and competent jurisdiction
These terms and conditions and any order, acceptance or agreement governed by these terms and conditions shall be governed by Belgian law to the exclusion of the Vienna sales convention. The courts of peace of the 3rd canton, the court of first instance and the commercial court of the judicial district of Kortrijk shall have exclusive jurisdiction over any dispute relating to these conditions and any order, acceptance or agreement to which these conditions apply.
