General terms and conditions of sale:
Article 1. Application general terms and conditions
1.1. These General Conditions apply to all offers from and to all agreements with Reinout Van Zandycke, even if conflicting provisions appear on Customer documents. By placing an order, the Customer accepts Reinout Van Zandycke’s General Terms and Conditions.
Article 2. Offers and Quotations – Order Confirmation
2.1. Quotations are non-binding and remain valid for 30 days after the quotation date. Quotation prices may change due to a creative or technical change at the Customer’s request. Offers do not apply automatically to future invoices.
Article 3. Cancellation of the order
3.1. Cancellation of an order by the customer is possible as long as Reinout Van Zandycke has not yet started its work and subject to payment of a compensation of 30% of the agreed price, with a minimum of 1000 EUR.
Article 4. Delivery
4.1. The delivery period communicated by Reinout Van Zandycke is purely indicative. Exceeding the delivery term does not constitute grounds for cancelling the order.
4.2. If the parties have explicitly agreed on a binding delivery deadline, this deadline will be extended if the Customer fails to provide information, documents, originals or images (in a timely manner) and to accept the corrected proofs (in a timely manner), or if the Customer places additional orders.
Article 5. Payment modalities
5.1. Disputes must be notified to Reinout Van Zandycke by registered letter within seven working days of the invoice being sent. A dispute may under no circumstances justify a postponement or suspension of payment.
5.2. All invoices are payable on their due date by transfer to the account number of Reinout Van Zandycke. Each payment shall be applied to the oldest due invoice, and first to the interest and costs due. Authorized discounts are forfeited in the event of non-compliance with the General Conditions of Sale.
5.3. If the Customer fails to make payment within 30 days of receiving a reminder from Reinout Van Zandycke to that effect, the Customer shall owe Reinout Van Zandycke default interest at the rate specified in Article 5 of the Law of 02/08/2002 on the fight against late payment in commercial transactions. A fixed compensation of 10% of the invoice amount with a minimum of 125 EUR shall also be charged. The interest due will be calculated from the date of reminder until payment is made in full. In addition, Reinout Van Zandycke reserves the right to suspend further performance of its commitments until the Customer has paid the overdue invoices. Any delay in payment by the Customer shall make all sums due and payable at once. In this case, the Customer may not use the creations made by Reinout Van Zandycke.
Article 6. Liability – General
6.1. Reinout Van Zandycke undertakes to perform all services to be provided with care. All performances by Reinout Van Zandycke are means commitments. Reinout Van Zandycke shall not be liable for errors in performance due to insufficient or incorrect input by the Customer.
6.2. Reinout Van Zandycke shall not be held liable for any error (even gross error) made by it or its appointees, except in the case of fraud. Reinout Van Zandycke shall, whatever the cause, form or subject matter of the claim in which liability is asserted, in no event be held liable for any consequential damages such as, for example, loss of anticipated profits, decrease in sales, increased operational costs, loss of clientele, which the Customer or third parties may suffer as a result of any error or omission on the part of Reinout Van Zandycke or an agent.
6.3. Reinout Van Zandycke’s liability with respect to services provided to the Customer shall in any event be limited to either reimbursement of the price paid by the Customer or reperformance of the services, at Reinout Van Zandycke’s option. Reinout Van Zandycke’s total liability, shall never exceed the price paid by the Customer to Reinout Van Zandycke for the services that gave rise to the claim.
6.4. With respect to services originating from third-party suppliers, Reinout Van Zandycke does not accept any liability above or different from the liability that the third-party suppliers are willing to accept for their products or services.
Article 7. Liability of software
7.1. Without prejudice to article 7, the following applies to software: the flawless operation of a computer configuration (the whole of hardware and software) can never be fully guaranteed, both due to external factors (power failure or malfunction, lightning, …) and due to factors specific to the computer configuration (defects, network failures, undiscovered errors in system and application software, …), so that unexpected losses of (even all) programs and/or data can occur. The customer undertakes to install appropriate mechanisms for the security, preservation and restoration of data.
Article 8. Intellectual property rights
8.1. By Intellectual Property Rights is meant: all intellectual, industrial and other property rights (whether registered or not), including, but not limited to, copyrights, neighboring rights, trademarks, trade names, logos, drawings, models or applications for registration as a drawing or model, patents, applications for patents, domain names, know-how, as well as rights to databases, computer programs and semiconductors.
8.2. Both parties accept that the concept of a website (in particular the construction of the screens of the website, main navigation) in principle will not be protected by Intellectual Property Rights. The Customer may therefore find a similar structure in other sites developed by Reinout Van Zandycke.
Article 9. Termination of the Agreement
9.1. If the Customer is guilty of a serious contractual default that the Customer does not remedy within 8 days of receiving a notice of default sent by registered mail, Reinout Van Zandycke shall be entitled to either (i) suspend the Agreement until the Customer has fulfilled its commitments, or (ii) terminate the Agreement with immediate effect. The non-payment of one or more invoices on their due date, will always be considered a serious contractual default.
9.2. Upon termination of the Agreement, the Customer shall pay for all services rendered by Reinout Van Zandycke, as well as the costs incurred by Reinout Van Zandycke as a result of such termination, plus liquidated damages of 30% of the amount that Reinout Van Zandycke could still have invoiced to the Customer if the Agreement had been fully executed. In any event, any advance paid shall remain acquired for Reinout Van Zandycke.
9.3. Nevertheless, each party accepts to grant the other a reasonable period of time to remedy any shortcomings it may have, and to always seek an amicable settlement first.
Article 10. Duty of Secrecy
10.1. The parties undertake to keep secret the commercial and technical information and trade secrets that they learn from the other party, even after the termination of the agreement, and to use them only for the execution of the agreement.
Article 11. Reference
11.1. The Customer agrees that the work performed by Reinout Van Zandycke for the Customer will be included in Reinout Van Zandycke’s reference portfolio.
Article 12. Force Majeure
12.1. Force majeure situations such as, for example, strikes, public unrest, administrative measures and other unexpected events beyond Reinout Van Zandycke’s control, release Reinout Van Zandycke, for the duration of the nuisance and for their scope, from its obligations, without entitlement to any price reduction or compensation for the Customer.
Article 13. Applicable law – competent court
13.1. All disputes are governed by Belgian law and fall under the exclusive jurisdiction of the Courts of the judicial district of Kortrijk.
Article 14. The creation of distinctive signs
14.1. We certainly have the expertise to develop a word or figurative mark or a complex word-figurative mark for you.
14.2. We do want to point out that Reinout Van Zandycke cannot guarantee an investigation into the availability of a sign. We recommend that you contact a specialized trademark office to verify that certain signs have not been previously used or registered as trademarks by third parties.
