Wadsup Comm. V - Terms and conditions

1. Applicability of the general terms and conditions

These general terms and conditions apply to all quotes drawn up by Wadsup Comm. V, as well as all agreements entered into by Wadsup Comm. V with a client as a result of acceptance by Wadsup Comm. V of an assignment, including any follow-up assignments and new assignments. These terms and conditions may be amended, and can be consulted on the website: www.Wadsup.be.
These general terms and conditions do not only apply to Wadsup Comm. V, but also to all persons involved in the execution of the assignment and/or on whom any liability in connection therewith rests or could rest in any way. The client accepts the exclusion of his general terms and conditions, as well as the fact that only these general terms and conditions, together with the written order confirmation, govern the contractual relationship between the parties. 
Deviations from these general terms and conditions are binding on Wadsup Comm. V only after written confirmation by its manager(s).

2. Quotes and orders

All quotes are indicative and are subject to written confirmation of the order by the manager(s) of Wadsup Comm. V. The risk of errors and/or inaccuracies in the event of non-written confirmation, for example in the case of urgent deliveries, is for the client.Wadsup Comm. V'\s contractual obligations do not extend to third parties. All data provided by Wadsup Comm. V as well as IP, information and know-how underlying the services or activities delivered or accomplished by Wadsup Comm. V remain exclusively reserved by Wadsup Comm. V, even if changes are made for these. The client ensures that the above-mentioned data, information and know-how is only copied, shown or disclosed to third parties, or used with Wadsup Comm. V'\s consent.

3. Delivery

Unless expressly agreed otherwise in writing, services or goods delivered by Wadsup Comm. V shall be delivered to the office of Wadsup Comm. V. Wadsup Comm. V is entitled to suspend the services or goods or to dissolve the agreement or legal relationship if (i) the client decides or there is the risk he/she decides to dissolve or liquidate, (ii) the client is or threatens to be declared bankrupt, (iii) steps have been or are likely to be taken to conclude an amicable or collective creditors'\ agreement, to effect a transfer under judicial authority, to appoint a trustee or liquidator, (iv) the client is subject to or is at risk of being subject to a collective debt repayment arrangement, (v) attachments or enforcement measures are taken or are imminent, or (vi) control over the client'\s management changes.

4. Delivery times

If the delivery period is exceeded, the client does not waive the right to suspend the fulfilment of his obligations under the agreement or legal relationship, to refuse the delivery or to claim compensation.

5. Force majeure

If Wadsup Comm. V is unable to fulfil its obligations or only with great difficulty due to force majeure, it is entitled to execute the agreement or legal relationship in part or, at its discretion and without judicial intervention, to terminate it, or to suspend the execution in whole or in part, without being obliged to pay any compensation.

6. Prices

The services Wadsup Comm. V delivers shall be invoiced in accordance with the price stated in the order confirmation confirmed by the manager(s) of Wadsup Comm. V, on the understanding that the hours worked as a result of additional work or corrections will be charged additionally at the agreed hourly rates. All prices of Wadsup Comm. V are exclusive of VAT, any tax, surcharge or similar increase.
Any order costs such as travel expenses or special dispatch costs are to be charged on top of the prices at cost price.

7. Payment

The client is deemed to have acknowledged the invoices as correct and due if he/she has not objected to them within 8 days following the invoice date, in writing with an accurate and exhaustive statement of the objections.
All payments owed by the client must be paid within fifteen (15) days following the invoice date through transfer to the account number stated on the invoices, without deduction or set-off, unless agreed otherwise in writing. If the client fails to pay any amount due in accordance with Article 7(2), Wadsup Comm. V is entitled, without notice of default, to charge the statutory interest and a fixed compensation of 10% from the day following the day on which the client has received the invoice. All claims of Wadsup Comm. V on the client shall become immediately due and payable by operation of law, regardless of whether they have already been invoiced, a) in the event that the client is in default of payment of one of the invoices, b) in the cases set out in 3.2 (i) to (vi) and/or c) in the event that an agreement or legal relationship is dissolved or terminated for any reason whatsoever.

8. Liability

Wadsup Comm. V will only be liable for direct damage, with the exclusion of loss of profit. Wadsup Comm. V'\s entire liability is in any event to be limited to the amount of the damage covered by and actually claimed in the professional indemnity policy Wadsup Comm. V has taken out, and as is in force at the time of the events. Wadsup Comm. V is not liable for damage that could arise as a result of: violation of any intellectual property rights, or industrial exclusive use rights of third parties, licences or other rights of third parties. Wadsup Comm. V is not liable for any actions or negligence of third parties engaged on behalf and account of the client in executing the activities.

9. Non-solicitation

For the duration of the contract and for a period of two (2) years after termination of the contract, the client shall, whether acting directly or indirectly, for its own account and/or for the account of a third party and in any capacity whatsoever (i) not be a person who is a client, supplier or any other business relationship of Wadsup, to encourage or attempt to encourage the termination of its business relationship with Wadsup, to substantially reduce it or to trade with Wadsup on terms less favourable to the latter, or to interfere in any way with Wadsup'\s relationships with its clients, suppliers or other business relations; and (ii) not encourage or attempt to encourage any of Wadsup'\s employees, representatives, consultants or any other person affiliated with Wadsup to leave Wadsup, or to interfere in any way in Wadsup'\s relations with the persons referred to above.

10. Priority

he Dutch-language version of Wadsup Comm. V'\s General Terms and Conditions prevails over any translation of this.

11. Disputes and applicable law

Any dispute relating to Wadsup Comm. V'\s offers or the agreements concluded between Wadsup Comm. V and the client are to be settled by the Courts of Antwerp.

12. Final provision

In all cases in which an agreement concluded or legal relationship entered into in accordance with these terms and conditions may be dissolved or cancelled, this only occurs without prior notice of default and/or legal intervention and without prejudice to any right to compensation on the part of Wadsup Comm. V.
Whole or partial invalidity, nullity or unenforceability of any provision of these terms and condition does not affect the validity or enforceability of the rest of that provision and the remaining provisions of these terms and conditions. For the purposes of its legal relationship with Wadsup Comm. V and/or its associated persons or service providers, the client elects its domicile in Belgium.