These general terms and conditions of sale apply to all explicit, mutually accepted agreements between a principal, and UBEON BELGIUM C.V.B.A., Roosbloemstraat 1/1, 9860 Oosterzele (hereinafter UBEON).
Each party expressly acknowledges that documents exchanged between them via the web, e-mail or fax have the same authenticity value as an original document.
Validity of terms and conditions - quotations
These terms and conditions of sale are provided to each potential client with a quotation. By placing an order, the customer accepts these General Terms and Conditions of Sale.
Any other conditions, including the customer's own conditions, shall only be valid if they have been expressly accepted by UBEON. Even in that case, the provisions of the UBEON General Terms and Conditions shall remain in full force.
The prices quoted by UBEON are always exclusive of VAT and, unless specifically provided otherwise, are valid for thirty calendar days.
The sale shall only be concluded after express acceptance of the order by UBEON.
Commitment to effort
Any assignment to which UBEON commits itself is always a pure commitment of effort. The client is responsible for the timely communication of all important information and for the possible provision of employees and/or appropriate infrastructure.
UBEON cannot be held liable for not taking into account certain information, not explicitly communicated to them, and the achievement or non-achievement of certain business results by the client.
Neither party shall, during the execution of the order and within one year after termination of the order, employ or negotiate employment with the other party's personnel, other than in consultation with the other party. Violation of this will entail compensation equal to the total value of assignments between the parties during the last 12 months since the last assignment.
Terms of payment - right of retention
All UBEON invoices are available for cash payment by bank transfer, unless otherwise agreed in writing. Non-timely payment shall give UBEON the right to stop further deliveries or services, without the client being able to claim any compensation for this. Until payment has been made, the services/goods shall remain the property of UBEON, who may retain or reclaim them.
Non-payment on the expiration date of an invoice shall make the balance due on all other invoices, even those not yet due, immediately payable. From the expiration date, interest equal to the legal interest rate increased by two percent may be demanded for each unpaid invoice by operation of law and without notice of default. Additional damages may be demanded in case of judicial collection equal to 10% with a minimum of 100 euros.
Premature termination of the contract
In the event of force majeure, or the occurrence of an event not reasonably foreseeable, the parties may terminate an order prematurely. This must be immediately communicated to the other party in writing, with evidence of the situation invoked. Such situations relieve the parties from any liability.
UBEON reserves the right to consider the agreement terminated by operation of law and without prior notice of default in the event of bankruptcy, suspension of payment, apparent insolvency, as well as in the event of any unannounced change in the legal situation of the client, without the client being entitled to any compensation.
If, for reasons other than those mentioned above, the client terminates the contract prematurely, UBEON shall be entitled to compensation determined in the specific terms and conditions attached to each order.
In any event of premature termination, UBEON shall always retain the right to payment of the invoices for work carried out up to that point.
Planning and delivery
Time indications are provided for informational purposes only. UBEON shall not be held liable for possible exceeding of such terms, unless this has been expressly agreed.
UBEON shall not be liable for any damage that delivered services/products may incur once they have been delivered or dispatched by UBEON. UBEON shall not be obliged to retain any copy of these products and/or services.
UBEON shall not be liable for the client's own interpretation or processing of services/products.
Intellectual property and confidentiality
All copyrights or other intellectual property rights associated with any document or product developed by UBEON and/or by an author or expert affiliated with UBEON shall remain the exclusive property of UBEON and/or the respective original author(s) or expert(s).
The Client shall have full right of use of all documents and products handed over during the training but may never, except with the express and written approval of UBEON, have them used in any way by third parties, nor reproduce, copy or distribute them in any other form.
UBEON is obliged to keep all information and data of the client confidential towards third parties. UBEON shall take all possible precautions within the framework of the assignment to protect the client's interests.
When the client appeals to grant measures and receives or uses the grant funds for the (partial) payment of an order, the client assumes exclusive responsibility with regard to the accuracy of the information provided to the grantor.
In the event that irregularities occur on the part of the client and as a result UBEON does not receive its invoice balance (in full) or has to repay the subsidy to the grantor, UBEON shall have the right to recover the subsidised amount from the client immediately and in full, plus 25% compensation.
Any complaint must be addressed in writing to UBEON, at the above address.
If the client uses a part of the delivered services/products in any way, this shall be considered as acceptance of the entire delivery. Defects in a part of the delivered services/products do not give the right to reject the entire delivery.
UBEON shall never be liable for indirect damage on account of the client.
This agreement is subject to Belgian law. In case of a dispute, UBEON will always do everything possible to reach a settlement. If this fails, only the courts of Dendermonde are authorized to settle the dispute.
The non-application by UBEON of one or more provisions of these general terms and conditions cannot be interpreted by the client as a breach of these general terms and conditions. The non-validity of one or more provisions of the present general terms and conditions shall not imply that the other terms and conditions cannot be applied.