General conditions

These general terms and conditions apply to all agreements concluded between Wikafi and its customers, and, in a general manner, to all their business relations.

Terms & Conditions

Clause 1

These general terms and conditions apply to all agreements concluded between Wikafi sprl (hereinafter, “Wikafi”) and its customers (hereinafter “the Customer”), and, in a general manner, to all their business relations.  If required, they are completed by special terms and conditions.
Our general and special terms and conditions can only be amended by explicit, written agreement between the parties.  They are deemed as accepted by the Customer by the simple fact of placing an order, even if they are in contradiction with the Customer’s own general or special terms and conditions.  The Customer’s general or special terms and conditions will only be binding for us providing they have been explicitly accepted in writing.  The circumstance whereby we would have accepted the contract without protesting against the stipulations referring to the general or special terms and conditions or any other provisions of the Customer, may in no case be invoked.


Clause 2

Before signing the agreement, the Customer is to avail himself of all the necessary advice and make sure the hardware, software and/or the services he contemplates ordering meet both his needs and the use he intends to make of them.  We accept no liability resulting from an error of choice or appreciation on the part of the Customer.


Clause 3

The Customer is bound by every order he places.  The employees, sales representatives, agents or intermediaries of the Customer are indisputably presumed as being vested with the necessary authority for committing the latter towards us.  Any order for which the invoice is addressed to a third party at the request of the principal makes the principal and the third party jointly and severally responsible for the execution of all the obligations provided for by the general and special terms and conditions.
Our employees, sales representatives, agents or intermediaries are not vested with the authority to bind us.  The offers, purchase orders and purchase order confirmations signed by them only commit us after written ratification by a director or a manager duly authorised to this effect, except for instances where a delivery or a service have already been performed.  We reserve the right either to revoke an order that has not been so ratified or to ratify such an order at any time.


Clause 4

The prices on our price lists, offers and purchase order confirmations are supplied for information only and can be amended by us without notice as long as the contract has not been concluded.
Should the price of the products delivered or the services performed by a third party be increased after the contract has been signed, we shall have the option of passing on this increase to the contract price through notification sent to the Customer by registered mail.  This repercussion shall be presumed as accepted by the Customer five working days after the mailing of the notification, unless objection on his part sent within that same period by registered mail.  In the absence of the Customer’s consent, we shall have the option of unilaterally revoke the contract by simple notification by registered mail, without indemnity.
All our prices are VAT exclusive ex operational headquarter, with charges and taxes in addition. The products travel at the Customer’s own risk, even in case of carriage paid sale or delivery.


Clause 5

We only have the obligation to deliver the products and perform the services explicitly specified in the purchase order confirmation or the signed contract.  All other products and services shall be charged to the Customer at the rates in force, available on request.
The performance of services only creates an obligation of means on our part, with the explicit exclusion of any obligation of result.
The duration of the services contracts is defined in the special conditions.  In the absence of written notice within the time required in the special conditions, the contracts are tacitly renewed.


Clause 6

Unless otherwise expressly stated in a written agreement, the deadlines are given for information only and are not compulsory.  A delay in delivery or service may not in any circumstances give rise to the cancellation of an order or to any indemnity, unless intentional fault on our part.
We expressly reserve the right to proceed with partial deliveries thereby constituting as many partial sales.  In no circumstances will any such partial delivery justify refusal to pay for the delivered products.  Should circumstances make the execution of a delivery or service impossible - especially in all cases of force majeure such as strike, lock-out, accident, bad weather, blockade or prohibition of import or export, close-down of production or delivery by the constructor, etc. – we expressly reserve the right to deliver products equivalent to those specified in the purchase order or to free ourselves of any commitments to the Customer, in both cases without indemnity.


Clause 7

In the case the delivered products are damaged or incomplete, or in the event of an error or any other lack of conformity, the Customer is required to reject the products or to accept them providing written reservation only.  Any claim for delivered products must reach us in writing within five working days following their receipt, mentioning the reference on the bill of lading.  After this period, the product shall be deemed as definitively accepted by the Customer and no more claim shall be taken into consideration.  No returns shall be accepted without our prior written consent.  Only the products in good condition and in their original packaging, mentioning the return reference number given by our Customers service (RMA), may be returned.
Any claim relating to the services provided must reach us in writing within five working days from the date of the performance.  After this period, the performance shall be deemed as definitively accepted by the Customer and no more claim shall be taken into consideration.


Clause 8

The cancellation option of Clause 1794 of the Civil Code does not apply to our contracts.
The down payments made by the Customer are deducted from the purchase order price.  They constitute the start of the fulfilment of the contract and not a deposit that the Customer may surrender in order to free himself from his obligations.
All invoices are payable in cash, net and without discount at our registered offices.  Without prejudice to Clause 10, delivered products remain our property until full payment of the principal and all incidental costs.  As long as the aforementioned payment has not been made in full, the Customer shall refrain from disposing of the delivered products, and especially from any transfer of title, pledge or putting them up for security or privilege of any kind.  If needs be, the preceding clause is deemed to be repeated prior to each delivery.  Furthermore, the Customer undertakes to advise us without delay by registered mail of any seizure carried out by a third party.
Any claim relating to an invoice, other than those provided for in Clause 7, must be sent to us by registered mail within five working days of its receipt, which is presumed to be effective three working days after the date of the invoice.  After this period, no further claim shall be taken into account.  A claim may in no circumstances justify suspension of payment.
In the absence of total or partial payment of an invoice, the balance still outstanding shall be increased by right and without summons, by an interest of 12% per annum, each begun month being due.  Furthermore, any invoice unpaid at its due date shall be increased by right and without summons, by a basic and irreducible allocation of 15% with a minimum of EUR 125.  Finally, any failure to pay an invoice at maturity, any protest of an unaccepted bill of exchange, any request for an amicable or judicial composition, any suspension of payment or any other fact that could imply the Customer’s insolvency, shall by right and without summons entail the immediate payment of all outstanding invoices.  Furthermore, these situations shall vest us with the authority to suspend our obligations as a whole without prior formalities, and to cancel all or part of the contracts in progress without any other formality than a notification by registered mail, and without indemnity.


Clause 9

The warranty relating to the products sold is limited to that granted by the vendor, of which the Customer is fully aware or about which the Customer is deemed to have fully informed before signing the contract, and, if applicable, to the warranty extension programme concluded in a special agreement.  The warranty does not cover, amongst others, the consequences of following situations: insufficiency or deficiency of the hardware, software, telecom, electrical, etc. environment; consumables and normal wear and tear of parts; addition or connection of hardware or software that is not included in the contract; alteration to the delivered products performed without our prior written agreement; all cases of force majeure or government action, etc.
In all instances the warranty is limited to the repair or to the plain and simple exchange of the defective products – the choice between repair or exchange being left exclusively to us – with the express exclusion of any indemnity of any kind in favour of the Customer or third parties, unless intentional fault on our part.  Telecommunication costs are at the expense of the Customer.
We do not in any circumstances guarantee the suitability of any hardware or software for solving a particular or characteristic problem of the Customer’s activity.  Furthermore, any defect of which we are unaware that could affect the software is not covered by the warranty.
The granting of the warranty supposes that the delivered products are wisely used, in accordance with the conditions of the offer or in the normal conditions of use mentioned in the catalogues, notices and manuals put at the Customer’s disposal.
The Customer undertakes to maintain the delivered software at the highest level of upgrade, the acquisition cost of the new versions being at his expense


Clause 10

The delivered software remains the exclusive property of the vendor.  We only sell non-exclusive user licences to the Customer authorising the use of one programme on one single machine at a time.
The Customer is scrupulously required to respect the confidentiality of the delivered software.  He may not, in any manner whatsoever, dispose of his licences, pledge them, alienate them, communicate them, or lend them either subject to payment or free of charge.  He shall refrain from counterfeiting the delivered software, allowing them to be counterfeited or encouraging their counterfeiting in any way whatsoever.


Clause 11

In no circumstances can our contractual or extra-contractual liability be engaged on the grounds of damage caused to persons or goods other than the delivered products or products that are subject to our provision of services.  We are not liable for any indemnity to the Customer or third parties for any indirect damage, unless it is caused by an intentional fault on our part.  Matters particularly considered as indirect damage include any loss or deterioration of data, profit losses, customer base losses, etc.  It is consequently the Customer’s responsibility to make regular back-up copies – and in any event prior to any technical intervention - of his operating systems, applications and data.
In any event, if our liability were to be established on the grounds of a faulty performance of the contract, the total amount of the indemnity to which we could be held shall not exceed the VAT exclusive price of the damaged delivered product or the hardware directly damaged by our provision of services.
No action by the Customer, for any reason whatsoever, may be brought against us later than one year after the occurrence of the fact on which it is based.


Clause 12

Throughout the entire duration of any services contract and during a period of six months following its termination, the Customer shall refrain from any recruitment attempt or from hiring, directly or indirectly, any of our employees, under penalty of paying us an irreducible indemnity of EUR 30,000 per employee concerned, without prejudice to our right to claim an indemnity for a greater prejudice, as the case may be.

 

Clause 13

The nullity of any clause or part of a clause of these conditions shall not affect the other clauses or parts of clauses and the clause or part of the clause in question shall as far as possible be replaced by a valid provision of equivalent effect.
This contract is exclusively governed by Belgian law.  Any dispute concerning its interpretation, execution and cancellation shall be for the exclusive jurisdiction of the Nivelles courts.