DEFINITIONS

GTC       The present general terms and conditions.

Services              The services provided by VCS (including but not limited to maintenance), as specified in the Order Confirmation.

Goods   All goods (including but not limited to equipment, materials, software, accessories, etc., together with the associated services, including but not limited to design, installation, configuration, programming, etc.), as specified in the Order Confirmation.

Auxiliary Person             A collaborator of VCS, limited to VCS’s employees, directors, managers and freelancers, with the express exclusion of external subcontractors, suppliers, etc.

Customer           A natural or legal person purchasing and/or renting Goods and/or Services from VCS for professional purposes.

Offer      The offer/quotation issued by VCS.

Order Confirmation       The order confirmation issued by VCS following an order placed by the Customer.

Agreement         The agreement concerning the supply of Goods and/or Services by VCS to the Customer as described in the Order Confirmation and including these GTC.

Force Majeure  An unforeseeable and unavoidable circumstance arising after the conclusion of the Agreement that renders its performance impossible or unreasonably burdensome.

Party     VCS or the Customer.

Parties  VCS and the Customer.

Price     The price for the performance of the Agreement.

VCS        VCS Video & Conferencing Solutions, with registered office at 3001 Leuven, Ambachtenlaan 14 (KBO 0634.574.988).

Website              VCS’s website: https://vcsolutions.be/

SCOPE OF APPLICATION

2.1 Unless otherwise agreed in writing by VCS, these GTC are the only terms applicable to any negotiation with, order placed with and offer issued by VCS, as well as to any Agreement between the Parties and the performance thereof. These GTC also apply to all future agreements between VCS and the Customer, even if VCS does not expressly refer to these GTC in the context of subsequent Agreements.

2.2 The Customer expressly waives the application of its own general terms and conditions.

2.3 VCS communicates the GTC upon first request and makes them available with the Offer, the Order Confirmation, invoicing and via the Website.

2.4 VCS may amend the GTC at any time. The latest version can always be found on the Website. Amendments to the GTC apply to Agreements concluded after the date of publication of the GTC on the Website.

OFFER AND ORDER CONFIRMATION

3.1 An Offer is without obligation. Unless otherwise stated, an Offer is valid for 30 days from its date.

3.2 The delivery periods stated in the Offer are indicative and do not bind VCS. The Customer expressly acknowledges that the delivery period is not an essential element of the Agreement.

3.3 An Agreement between the Parties is concluded as from the moment of the Order Confirmation. Prior to that, each Party may terminate ongoing negotiations without stating reasons and without incurring any liability for damages.

3.4 The Order Confirmation is based on the information provided by the Customer to VCS during the negotiations and discussions between the Parties prior to the Order Confirmation. If the Customer provides incomplete and/or incorrect information to VCS or wishes to amend the Order Confirmation, all resulting price adjustments, costs and/or damages shall be borne by the Customer.

3.5 If the Customer cancels the Order Confirmation, it shall owe VCS liquidated damages equal to 30% of the Price, without prejudice to VCS’s right to claim compensation for the actual damage suffered. Any advance payments already made shall, where applicable, be definitively acquired by VCS up to the amount of the damages due.

HIERARCHY

In the event of any inconsistency between the documents referred to in these GTC, the following hierarchy shall apply, in descending order:

• Order Confirmation
• General Terms and Conditions
• Offer
• Order

PRICES AND INVOICING

5.1 The Price is stated in the Offer, the Order Confirmation and on the invoice, in euros. The Price is always exclusive of VAT, levies, excise duties and other taxes, which are borne by the Customer. Goods and/or services not expressly mentioned in the Order Confirmation shall be charged on a time and materials basis. The applicable hourly rates are stated in the Order Confirmation. Transport costs are also stated separately in the Order Confirmation.

5.2 VCS’s invoices are payable in euros, no later than thirty days from the invoice date, to the account number stated on the invoice. In the event of late payment, the Customer shall, by operation of law and without prior notice of default, owe interest in accordance with the Belgian Act of 2 August 2002 on Combating Late Payment in Commercial Transactions, increased by liquidated damages of 10% of the invoiced amount.

 ADVANCE PAYMENT

VCS may charge an advance payment. If applicable, this—together with the terms of payment—shall be stated in the Order Confirmation. If the Customer fails to pay the advance stated in the Order Confirmation in due time, VCS may suspend performance of the Agreement.

 HIRE

In case of hire, the start and end date of the hire, as well as the terms relating to any purchase option (if applicable), shall be confirmed in the Order Confirmation. During the hire period, the Customer bears the full risk of loss of and/or damage to the Goods.

PRICE ADJUSTMENT

8.1 VCS reserves the right to adjust the Price if, after conclusion of the Agreement, cost changes occur due to increases in wages and/or transport costs, supplier price increases, exchange-rate fluctuations, etc.

8.2 Price changes in the context of ongoing Agreements shall be applicable up to a maximum amount of 80% of the Price and shall be based on parameters representing the actual costs.

8.3 Price changes shall be notified to the Customer in writing before the new Price takes effect. If the Customer does not object within fourteen (14) days following notification of the new Price, it shall be deemed accepted. If the Customer does not agree with the price change, the Parties shall have the right to terminate the Agreement by written notice, subject to a period of no more than thirty (30) calendar days. Termination shall take place without prior judicial intervention and without any liability.

 DELIVERY

Delivery of the Goods and/or Services to the Customer shall take place at the location indicated in the Order Confirmation. Any costs resulting from an incorrect delivery address provided by the Customer, the absence of the Customer at the time of delivery, the inaccuracy of information provided, etc. shall be borne by the Customer.

CUSTOMER’S OBLIGATIONS

10.1 The Customer is responsible for the proper use of the Goods and/or Services as a prudent and reasonable person and in accordance with the instructions for use, technical specifications, applicable safety standards, etc.

10.2 The Customer shall be solely and ultimately responsible for the security of its internal network infrastructure, regardless of the nature or origin of the equipment or software supplied, installed or integrated by VCS. It is the Customer’s exclusive responsibility to implement adequate technical and organisational measures to protect its systems against potential breaches, including but not limited to network segmentation, access control, firewalls and intrusion detection/prevention systems.

VCS can in no event be held liable for direct or indirect damage resulting from security incidents or system failures caused or (co-)enabled by insufficient security on the Customer’s side. This also applies in the hypothetical event that a device supplied by VCS were to be compromised (for example via malware, a firmware exploit or other vulnerability) and, via the Customer’s infrastructure, could gain access to critical or sensitive systems.

The Customer expressly confirms that it will take all reasonable measures to prevent any external device, including any device of VCS, from causing harm to business-critical processes, including but not limited to operational or safety-related systems.

TRANSFER OF TITLE AND RISK

11.1 In case of sale, all deliveries of Goods are made under a retention of title. VCS retains title to such Goods until the Customer has fully paid the Price together with interest due, costs and any other amounts and/or damages.

11.2 In both sale and hire, the risk relating to the Goods and/or Services passes to the Customer from the moment of delivery at the location indicated in the Order Confirmation.

11.3 The Customer shall, at its own cost and risk, be obliged to return to VCS the Goods subject to a retention of title upon VCS’s first request.

11.4 The Customer is obliged to use the Goods subject to a retention of title as a prudent and reasonable person until title thereto passes to it. The Customer shall oppose any third-party claims to these Goods and shall inform VCS of such claims without delay.

11.5 The Customer shall not have the right to pledge Goods owned by VCS to third parties or otherwise use them as security.

DEFECTS

12.1 Apparent defects that can be established without extensive investigation, visible defects relating to the Goods and/or Services, incorrect deliveries, etc. must be reported by the Customer to VCS by e-mail to defects@vcsolutions.be immediately and at the latest within 24 hours after delivery, with a detailed description of the alleged defect, failing which the Goods and/or Services shall be deemed accepted by the Customer.

12.2 VCS shall be liable for hidden defects for a period of one year from the date of delivery of the Goods and/or Services to the Customer, provided that such hidden defects are notified to VCS by registered letter within eight days of their discovery, or within eight days of the date on which the Customer should reasonably have discovered them, with a detailed description of the alleged defect. The aforesaid period of eight days is a forfeiture period.

12.3 In the event of a defect relating to the Goods and/or Services, VCS may, at its discretion, proceed with repair or replacement. The Customer shall not be entitled to claim damages from VCS merely because a defect exists.

12.4 Any defects relating to the Goods and/or Services shall not entitle the Customer to suspend its own obligations under the Agreement.

 LIABILITY

13.1 To the extent permitted by law, VCS shall only be liable for damage resulting from its own wilful misconduct or gross negligence or from the wilful misconduct or gross negligence of an Auxiliary Person. Save as aforesaid, VCS shall in no event be liable where the damage results from incorrect and/or careless use, maintenance, etc. of the Goods and/or Services by the Customer.

13.2 The Customer shall indemnify VCS against any third-party claims relating to the Goods and/or Services to the extent that any fault and/or negligence (however minor) on the part of the Customer is at the origin thereof.

13.3 VCS shall in no event be liable for indirect, incidental or consequential damage, including but not limited to loss of profit, additional costs, loss of turnover, or damage resulting from the use of the Goods and/or Services. VCS’s liability shall moreover be limited to the Price stated in the Order Confirmation.

13.4 Damage caused by the non-fulfilment of a contractual obligation by VCS or an Auxiliary Person shall, within the limits of the law, only give rise to a contractual liability claim against VCS itself.

FORCE MAJEURE

14.1 In the event of Force Majeure, each Party shall be entitled to suspend its obligations under the Agreement, or to make arrangements by mutual agreement, without the Parties being liable for any damages (it being understood that Force Majeure cannot have the effect of suspending the Customer’s payment obligations).

14.2 In the event of Force Majeure, the Parties shall use all reasonable efforts to limit the consequences of the Force Majeure situation and shall resume the performance of their obligations as soon as the Force Majeure situation has ended.

 TERMINATION

15.1 VCS may terminate the Agreement, in whole or in part, unilaterally, with immediate effect and without prior notice of default, by means of simple written notice to the Customer in the following cases:

• If the Customer fails to comply with one or more essential obligations, such as the timely and full payment of the advance and/or the Price, breach of Article 10 GTC, breach of Article 11 GTC, etc.;
• Suspension of payments or any other indication of insolvency, the Customer’s involvement in judicial reorganisation proceedings, (the filing for) bankruptcy;
• Liquidation, dissolution or cessation of the Customer’s activities;
• A change of control over the Customer;
• Seizure of (part of) the Customer’s assets;
• If VCS has legitimate grounds to doubt that the Customer will fulfil its obligations towards VCS.

15.2 Upon termination of the Agreement (or part thereof), all claims of VCS against the Customer shall become immediately due and payable and VCS shall be entitled to take back all Goods still in the Customer’s possession and owned by VCS pursuant to Article 11 GTC or otherwise. The Customer shall fully cooperate in this respect.

Furthermore, the Customer shall, where applicable, owe fixed liquidated damages amounting to 30% of the Price. Any advance paid by the Customer shall be set off against this amount. In addition, VCS reserves the right to claim higher compensation depending on the actual damage suffered.

15.3 In the event of termination of hire for one of the reasons referred to in Article 15.1, the Customer shall, without prejudice to the return of the Goods, owe damages equal to the hire fees that would be due from the date of termination until the standard end date of the hire. Any damage to the Goods, as established by VCS at the time of return, shall be compensated by the Customer.

PRIVACY

The Parties undertake to comply with the General Data Protection Regulation. More information regarding the processing of personal data by VCS can be found in VCS’s privacy statement, available at https://vcsolutions.be/privacy-policy/.

GENERAL PROVISIONS

INTELLECTUAL PROPERTY

VCS and/or its supplier(s) retain the intellectual property rights to the Goods and/or Services. The Customer cannot claim intellectual property rights in respect of the Goods and/or Services and acquires no rights other than those expressly provided for in the Agreement.

ASSIGNMENT

The Customer may not transfer the Agreement or any rights or obligations thereunder, in whole or in part, to any third party without VCS’s prior written consent.

NULLITY, INVALIDITY AND UNENFORCEABILITY

The nullity, invalidity or unenforceability of any provision in the GTC, the Offer, the Order Confirmation and/or the Agreement shall not entail the nullity, invalidity or unenforceability of any other provision nor of the aforementioned documents as a whole. Such provision shall, where appropriate, be replaced by a valid provision.

REFERENCE

VCS is permitted to include a reference to the Customer in its reference portfolio and/or on the Website.

GOVERNING LAW AND JURISDICTION

These GTC are governed by and shall be interpreted in accordance with Belgian law, to the exclusion of the Vienna Sales Convention.

All disputes arising out of the contractual relationship between VCS and the Customer shall fall within the exclusive jurisdiction of the Commercial Court of Hasselt.