General terms and conditions Cadmes Belgium

1. General

• Payment conditions for new customers and BNP offers are subject to financial acceptance.
• Travel expenses:
  Zone < 50km - €100
  Zone > 50km & < 200km - €150
  Zone > 200km - €200

The km distance is calculated based on the journey there and back.

• Certification number SME portfolio: DV.O225836
• The validity period of the quotation is stated at the top of this document under “Expiration date”

Illegal software:

The client will make every effort to prevent the use of illegal software within its organisation. Should it nevertheless become apparent, for example from a report from such suppliers as Dassault Systèmes/SOLIDWORKS, Driveworks, that the client is using or has used illegal versions of software offered by Cadmes in the Benelux, Cadmes is entitled to revise the conditions of this and any other current quotations concerning the supply of software.

Invoicing/Delivery:

Software/Service/SAAS

• Software, Service and/or SAAS Products are invoiced 100% upon order, by way of an electronic invoice, with a payment term of 30 (thirty) days from the invoice date.
• The term of these products starts after receipt of the signed quotation unless otherwise agreed/stated in the approved quotation.
• Delivery will take place as soon as possible after receipt of the signed quotation.
• Cadmes is entitled to postpone (partial) delivery and any follow-up deliveries if and as long as the payments are not made by the client according to the agreed schedule.
• The incompleteness of (partial) deliveries does not release the client from the obligation to adhere to the agreed payment schedule.
• The conditions set out in the Alternative Payment Conditions will prevail over those stated above.

Renewal of Service contract(s) & SAAS

• SAAS Products and Service contracts are entered into for the agreed duration and are then tacitly renewed by Cadmes for the same period, unless otherwise agreed. Termination is possible if the client notifies Cadmes in writing - no later than 45 (forty-five) days before the expiry date of the contract - via Customer@Cadmes.com.The waiver of the tacit renewal will only be agreed or will only become effective after confirmation, via email, by Cadmes. A declaration of waiver that is received after the deadline will not be taken into consideration by Cadmes.
• If the client terminates the SAAS Product(s) and/or Service contract(s), this contract will eventually end, and thereby all client data stored by the client (all data stored by the client on the manufacturer’s systems through SAAS Products or Services) will in principle be deleted. In other words, Cadmes will not make backup copies of client data stored by the client on systems of the manufacturer. Cadmes is therefore never responsible for making client data available to the client and with that Cadmes can never be held liable for securing the relevant client data after SAAS Product(s) and Service contract(s) have been terminated. Nevertheless, the client has the right, within 7 (seven) days of termination of SAAS Product(s) and/or Service contract(s), to independently transfer/move the stored client data itself to its chosen environment to avoid losing its data.
• A partial termination, being a termination of the number of users and/or workstations or a termination of specific software packages or modules, is possible under the same conditions as described in the first paragraph, provided the termination explicitly and clearly describes which part is being terminated. A partial termination can result in additional costs or a change in the conditions.
• Rates may be changed by Cadmes in the interim with immediate effect due to changed rates of suppliers for Products and/or Services, which will be passed on proportionally to the client, without the possibility for the client to terminate the Agreement in the interim.
• Invoicing is by means of a 100% invoice with a payment term of 30 (thirty) days from the invoice date.
• Cadmes reserves the right to postpone or not carry out the purchase of this service as long as the client’s invoice remains unpaid. This decision does not release the client from the obligation to adhere to the agreed payment schedule.

Training

• Upon instruction, 100% of the agreed training budget will be invoiced. Payment of this invoice must be made in full before taking the training course.
• Cadmes is entitled to postpone the taking of training days if and as long as the payments are not made by the client according to the agreed schedule
• The client has 6 months to take the training courses.
• The conditions set out in the Alternative Payment Conditions will prevail over those stated above.

Hardware

• Upon instruction, 100% of the agreed hardware budget will be invoiced. Payment of this invoice must be made in full before the delivery can take place.
• Cadmes is entitled to postpone the delivery and any follow-up deliveries if and as long as the payments are not made by the client according to the agreed schedule.
• The conditions set out in the Alternative Payment Conditions will prevail over those stated above.

Services

• Unless otherwise expressly agreed in writing, the provision of Services always concerns the performance of activities under the direction of the client on a subsequent costing basis and subject to a best-efforts obligation.
• Services on the basis of a fixed agreed budget will be invoiced for 100% of the budget upon instruction.
• Services on a subsequent costing basis are invoiced for at least 1 (one) time per month. Travel and accommodation expenses are not included and will be invoiced together with the services.
• This proposal with accompanying budgets is based on the information provided by the client in combination with our project experience.
• Contract variations are determined in consultation with the client and added to the project budget where necessary. The associated travel and project management costs involved in these variations are also included in this.
• A project management fee will be charged for implementation and project services, which will be invoiced for every two weeks.
• For work scheduled outside of office hours (8:30 - 17:00), a consultancy fee of 150% will be charged.
• The conditions set out in the Alternative Payment Conditions will prevail over those stated above.

Test environment

When implementing solutions or client-specific functionality, the client is responsible for having a test environment. Changes to the setup should first be carefully tested in this environment and only then rolled out to the production environment.

Backup/Recovery/Hardware/Operating System:

The client is responsible for:

• having a sound backup policy and a recovery plan in place;
• having hardware that is sufficient for the use of the chosen software;
• the installation/functioning of the Operating System.

Cancellation of services:

Cancellation of participation in training by the client, or cancellation of a consultancy or installation appointment by the client, must be notified to Cadmes in writing at least 5 (five) working days before the planned date. A cancellation or non-appearance by the client does not affect the client’s payment obligations under the contract. Changes to the planning schedule made by the client within the cancellation term will usually result in Cadmes invoicing the client for contract extras.

Cadmes has the right to cancel or reschedule services in the event of emergencies.

2. Applicability

Unless otherwise expressly agreed in writing, the contractual relationship between the parties will be exclusively subject to the general terms and conditions of Cadmes Systems BVBA, with the exclusion of the general terms and conditions of the client. If preference is given in writing to the conditions of the client or to a special agreement, the general terms and conditions of Cadmes Systems BVBA will continue to apply in a supplementary way.

3. Orders

The representatives and employees cannot bind Cadmes Systems BVBA. Contracts concluded by them will only become definitive after written confirmation has been given by a person authorised to bind Cadmes Systems BVBA. Orders are binding for the client, who by signing the order form acknowledges to have understood and accepted the technical specifications as included in the technical documentation.

Whole or partial cancellation of the order by the client within 7 days will give Cadmes Systems BVBA the right to charge a fixed fee equal to 15% of the agreed price as compensation for the damages caused by the cancellation, without prejudice to the right of Cadmes Systems BVBA to claim any higher damages.

4. Prices

All prices are in Euros, excluding VAT and excluding accommodation expenses, transport costs, packaging costs, costs of insurance, import and export duties, etc., and are subject to changes in prices and printing errors. Cadmes Systems BVBA reserves the right to unilaterally change the prices for the provision of services, and undertakes to give the client timely notification of such. Cadmes has the right to pass on a change in the factors that influence Cadmes’s price, including printing errors, to the client.

The discounts stated in Cadmes’s offer only apply if and insofar as the client guarantees that the software offered is not intended or used to replace illegal versions of the software.

5. Invoicing

The goods and services supplied by Cadmes Systems BVBA will be invoiced for as agreed upon instruction or at the moment when the goods and/or the services are delivered. All invoices shall be deemed to have been accepted if they are not disputed by the client by registered letter within 14 days after sending. Unless otherwise agreed, all invoices will be payable in cash at the registered office of Cadmes Systems BVBA, without the right of the client to apply any rebate or discount. In default of payment of an invoice in full by the due payment date, as compensation for the financial damages suffered as a result of loss of interest, default interest will be owed by operation of the law and without prior notice of default being required. An automatic default interest rate will apply between the parties that is equal to the interest rate provided for under Article 5 of the Payment Arrears Act, increased by 3%, which shall amount to a minimum of 12% per annum. Furthermore, by operation of the law and without prior notice of default being required, as compensation for the contractual damages and the extrajudicial debt collection costs, with the exclusion of the judicial debt collection costs, a fixed amount will be owed equal to 10% of the invoice amount, with a minimum of €60, without prejudice to the right of Cadmes Systems BVBA Belgium to claim a higher amount of compensation provided it can provide evidence for the damages actually suffered by it. Late payment of one invoice shall have the consequence that all other invoices shall become immediately payable in full, even if the due payment date has not yet been reached, and without prior notice of default being required. Insofar as payment by way of bills of exchange is accepted, no substitution of one debt for another can be derived from such. In the event of late payment, Cadmes Systems BVBA reserves the right to suspend the execution of the ongoing contracts and the agreed delivery periods will become null and void.

6. Deliveries

The deliveries will take place at the registered office of Cadmes Systems BVBA. The transfer of the risk shall take place at the moment when the goods are made available for the client at the premises of Cadmes Systems BVBA, even if the transport is to be carried out for the account of Cadmes Systems BVBA. The supply period is stated by way of approximation and is not binding for Cadmes Systems BVBA. A delay in the agreed supply period will in no event give rise to an entitlement to compensation or the termination of the agreement.

7. Changes

• Cadmes has the right to change (parts of) these general terms and conditions in the interim. Any changes will be communicated to the client by Cadmes at least 1 (one) month in advance.
• If a change to the general terms and conditions announced by Cadmes negatively affects the client’s position, the client may object to it in writing, stating reasons, before the relevant change takes effect. In case of an objection, Cadmes may reconsider the change and decide to withdraw it in whole or in part.
• If Cadmes decides to implement the change despite the client’s objection, the client is entitled to terminate the Agreement in writing by, and no later than, the date on which the change takes effect.
• If the client does not object to the intended change in writing, stating reasons, within 14 (fourteen) days of Cadmes’ notification, the client is deemed to agree to the change.
• Changes of minor importance, changes that are necessary due to changed laws and regulations and changes that are to the client’s advantage can be made by Cadmes without notice. Such changes do not entitle the client to object and/or to terminate the Agreement.

8. Complaints

Any non-conformity of the delivery or any visible defects must be notified to Cadmes Systems BVBA by registered letter no later than within 48 hours after the delivery, in default of which Cadmes Systems BVBA may deem the complaint to be inadmissible. Any complaints about hidden defects must be notified to Cadmes Systems BVBA by registered letter within eight days after the discovery of the defect. Any claim on the grounds of hidden defects must be instituted by the client, on pain of nullity, within two months after the discovery of the defect and at least within the year after the delivery. In the event of responsibility of Cadmes Systems BVBA, the client can claim a maximum of a free replacement of the products in question. Consequential damages of the client or a third party will not be eligible for compensation by Cadmes Systems BVBA. Any complaints due to hidden defects will not give the client the right to suspend the payment of the price, not even partially.

9. Breach of contract

Without prejudice to all the rights of Cadmes Systems BVBA, in the event of the whole or partial non-fulfilment of the contractual obligations by the client, this agreement shall be deemed to be dissolved for the account of the client by operation of the law, without prejudice to the right of Cadmes Systems BVBA to claim fixed compensation equal to 15% of the agreed price, and this without Cadmes Systems BVBA having to provide evidence for the existence of and the amount of the damages. Cadmes Systems BVBA however reserves the right to demand the performance of the agreement and to claim its actual damages.

10. Retention of title

The sold goods will remain the property of Cadmes Systems BVBA until the price has been paid in full.

11. Intellectual property rights

All intellectual property rights on the hardware or software developed and/or made available pursuant to the agreement will be exclusively vested in Cadmes Systems BVBA, its licensor or its supplier.  

12. Applicable law

The legal relationships between Cadmes Systems BVBA and its clients are governed by Belgian law.

13. Competent courts

All disputes in relation to the conclusion and the execution of the agreements between Cadmes Systems BVBA and its clients will fall under the exclusive jurisdiction of the courts in the district of Ghent, Belgium. This provision is likewise applicable to contracts with legal subjects of the EU in accordance with Article 23 Brussels I Regulation 44/2001.