GENERAL TERMS AND CONDITIONS OF SALE AND BUSINESS

1. General
Our general terms and conditions (hereinafter "TCs") below are applicable even in cases in which they conflict with the general or specific terms and conditions of our contracting partners. We will only be bound by the latter if we have explicitly and unequivocally accepted them in writing. The present general terms and conditions and specific conditions, enclosed with and/or on the reverse and/or front of the offer, purchase order and/or invoice constitute the full extent of the agreements between the parties. They apply to all current and future relations in accordance with agreements made both in writing and by e-mail. The TCs also apply immediately to all future consequences of contracts previously concluded between the parties, even if these were subject to other terms and conditions. Any order will only be valid following explicit confirmation on our part. BHC is authorised to mention the Client in its list of references. This agreement includes any mention, use of logos etc. of the Client, via any medium, including audio, video, paper, as well as on the internet or any other electronic media. The present TCs constitute an indivisible whole. The fact that, at a given moment, a party does not invoke a condition of the present TCs may in no case be interpreted as a renunciation of the right to invoke the condition in question at a later date. In addition to observing the present TCs, the Client also undertakes without reservation to comply with the terms and conditions of software manufacturers and publishers. In the event of any conflict between the TCs of a publisher and the present TCs, the latter will take precedence.
2. Definition of the seller’s mission
Following analysis of the information provided by the buyer, BHC will propose the solution best suited to the needs described by the latter. BHC therefore undertakes to provide products and services according to the needs which the buyer believes must be met and the information which it has provided to BHC. Except in cases where it forms part of the mission entrusted to BHC, the buyer is required to gather sufficient information personally or to be assisted by an advisor in order to determine the products and services which will enable it to meet all of its needs. BHC therefore in no way guarantees that the products and/or services which it provides will enable the buyer to cover all of its needs. Unless indicated otherwise, the system provided will be presumed to be in compliance with its intended purpose, both currently and in the future. The Client is aware that BHC’s offers and quotations only include what is clearly indicated in writing, with the exclusion of any equipment, software or additional service which is not mentioned. Any extra product or service requested by the Client which is not mentioned on the purchase order will be the object of an additional invoice. The Client is aware of the rapid evolution of IT equipment. In particular, manufacturers are permanently developing their products and it is possible that the equipment/material received will not correspond exactly to the equipment/material ordered (for example: different model number, colour, other minor modifications and/or improvements to the capacities of the equipment/material). Insofar as the equipment/software ordered is no longer listed at the manufacturer/supplier and if the equipment/software exhibits minor modifications, as well as characteristics which permit the intended use without problem, reasonably and under the same conditions, the Client undertakes to accept the supplied goods and deem them in conformity with the order. 
3. Intervention of our services, repairs, maintenance
In the case of intervention and unless there is a specific maintenance contract, all services will be carried out in-house at a price which can be communicated upon first request. Such prices include travelling expenses. In all cases, the Client is the sole party responsible for the safeguarding of its data. The time necessary for BHC to carry out the services which it invoices will be adequately established through the production of service reports. 
4. Sale of software – Creation of customised software – Customisation of existing products
Customised programmes created for the buyer remain our exclusive property. Software programmes created by other publishers remain the exclusive property of said publishers. In all cases, only a user licence will be granted to the Client. The buyer may not pass them on, rent them, give them away, loan them, pledge them or transmit them, copy or counterfeit them in any form whatsoever. The Client undertakes to impose the foregoing obligations upon and ensure their observance by all users of the aforementioned software programmes. In the absence of any indication to the contrary from the Client within 15 days following the installation of a software programme, the programme in question will be deemed to be in conformity with the relevant order.
5. Notices, catalogues, other documentation
The obligation of the seller is limited to providing the buyer with notices, user instructions or documentation provided by the manufacturer, publishing house or distributor of the product supplied. In particular, in relation to software programmes not developed by BHC, BHC in no way undertakes to have the personnel able to carry out maintenance on such products. 
6. Buyer training
The sale and delivery of products and services does not entail any obligation on the part of the seller to train the buyer in the use of the product supplied. In all cases, unless indicated otherwise, the training of the buyer or its personnel will always be invoiced in addition to the price of the software.
7. Guarantees – Product obsolescence
The Client is aware that the only guarantees on equipment or software are those provided by the manufacturers and publishers of the software in question. Certain elements do not come with any guarantee unless the buyer takes up an optional paid subscription. If a guarantee is not mentioned in the contract, it is up to the buyer to enquire about the possibility of subscribing to such an optional guarantee and the cost of doing so. BHC does not provide any additional guarantees on top of those of the manufacturer of the product in question. The potential loss of data by the buyer is not covered by any guarantee. In the event of any failures or malfunctioning, the product (or any data relevant to the repair) must be returned to us in its original packaging so that it can then be returned to our own supplier. In all cases, the task of BHC is to pass on the defective equipment or the information which will enable the manufacturer to resolve the problem. If replacement is necessary (equipment only), a similar device will be provided to the Client by way of a standard exchange. There is therefore no obligation for this device to be new. Unless there is a specific maintenance contract, no substitute equipment will be provided during the repair. BHC in no way guarantees any follow-up by its supplier in relation to the software or equipment sold. Equally, BHC cannot commit to any deadlines other than those granted by its own supplier. Only modifications and interventions carried out by our personnel, or upon our intervention, are guaranteed. Following analysis of the information provided by the buyer, BHC will propose the solution best suited to the needs described by the latter. BHC therefore undertakes to provide products and services according to the needs which the buyer believes must be met and the information which it has provided to BHC. Except in cases where it forms part of the mission entrusted to BHC, the buyer is required to gather sufficient information personally or to be assisted by an advisor in order to determine the products and services which will enable it to meet all of its needs. BHC therefore in no way guarantees that the products and/or services which it provides will enable the buyer to cover all of its needs. Unless indicated otherwise, the system provided will be presumed to be in compliance with its intended purpose, both currently and in the future. The Client is aware that BHC’s offers and quotations only include what is clearly indicated in writing, with the exclusion of any equipment, software or additional service which is not mentioned. Any extra product or service requested by the Client which is not mentioned on the purchase order will be the object of an additional invoice. The Client is aware of the rapid evolution of IT equipment. In particular, manufacturers are permanently developing their products and it is possible that the equipment/material received will not correspond exactly to the equipment/material ordered (for example: different model number, colour, other minor modifications and/or improvements to the capacities of the equipment/material). Insofar as the equipment/software ordered is no longer listed at the manufacturer/supplier and if the equipment/software exhibits minor modifications, as well as characteristics which permit the intended use without problem, reasonably and under the same conditions, the Client undertakes to accept the supplied goods and deem them in conformity with the order.
8. Methods of payment
All our prices are in Euro, excluding tax, and comprise only the work, services and supplies explicitly designated in or described by the accepted order, with the exclusion of all others. The estimated price given in our offer or quotation may vary according to any possible modifications/adaptations requested by the Client during development, as well as according to any potential additional modules necessary in order to ensure the optimal functioning of the defined application. Unless explicitly stated otherwise, our invoices are payable net and without discount within 30 days following the date of invoice. The issuing of bills of exchange will not be considered as a substitution of debt. Any default of payment on the due date, protest, request for deferment of payment or any other fact indicating the insolvency of the Client formally entails the forfeit of all terms agreed for the payment of any merchandise/services, whether delivered or in progress, and renders such payments immediately payable. Such circumstances officially give us the right to either terminate the transactions in progress or withhold the ordered services/merchandise without any formality other than a written notification sent by registered mail and without this giving the Client the right to claim any damages. Any amount which remains unpaid on the due date will incur, as of right and without prior notice of default, contractual late-payment interest at the legal interest rate plus 5% (example: 5.5% + 5% = 10.5%) after one year from the due date of the invoice in question. In addition, any unpaid sum will be increased as of right and without prior notice by a contractual fixed and irrevocable penalty of 12% of the remaining due balance with a minimum of €250 and without prejudice to any other damages and/or interest payments. Any partial payment will be ascribed as a priority to the charges and then to the interest outstanding and finally to the capital, in accordance with Article 1254 of the Belgian Civil Code, notwithstanding the contents of any interim deduction and charge previously communicated.
9. Delivery and turnaround times
Our delivery and turnaround times are given in good faith but for information purposes only and without any fixed undertaking. They may only take effect from the date of the Client’s agreement on the contract and once all the necessary information for the performance of the service or the delivery has been made available to us. Turnaround and delivery times are suspended as the result of any accidental cause or force majeure, which includes all circumstances beyond our control and which do not constitute an error on our part which may prevent, suspend or interrupt the execution of a transaction or delivery. In particular, holiday periods, additional orders from the Client or delays at our suppliers may cause these times to be extended. If necessary, we may extend turnaround or delivery times in the event of late payment on the part of the Client. If, following the signing of the order, the carrying out of additional work or modifications is requested, the initial delivery and turnaround times will be null and void. If the modification of delivery/turnaround times entails additional costs, such costs will be payable by the Client. The buyer undertakes to do everything in its power to enable BHC to carry out its services in the agreed timeframe. In particular, the buyer will ensure that BHC is able to access its installations in order to install the equipment and software on the planned dates. If the buyer hinders BHC in the performance of its services, and if following the issuing of a formal notice to the buyer there is no positive outcome within 10 days, BHC may claim the immediate payment of the services already carried out (both with regard to equipment and software) and, in addition, the buyer will own BHC a fixed-rate fine of €500 per day, without prejudice to the right of BHC to claim higher damages.
10. Complaints
Any complaint must be sent to us by registered letter within 8 days following the receipt of the products/services. If the Client refuses to take delivery, the period of eight days will take effect from the receipt of the dispatch notice or any other equivalent document. The use of any one part of the delivery also entails as of right the acceptance of the whole. Faults in any one part of the delivery do not give the Client the right to refuse the delivery as a whole. Packaging and freight costs are payable by the Client. Goods are transported at the risk and cost of the Client. Without prejudice to the provisions of Article 4, all deliveries, merchandise or goods of whatever nature remain our property until the full payment of the agreed price.
11. Competence/ applicable law
The current agreement is subject to Belgian law. The parties agree that any dispute or difference relating to the present agreement or following from its interpretation or application will be subject to mediation, without prejudice to any potential interim measures. In this regard, the parties undertake to attend at least one mediation meeting at which one person is delegated with decision-making authority. The accredited mediator will be chosen by the parties from amongst the mediators accredited by the SPF Justice. In the absence of a mutual agreement between the parties, any difference relating to the execution or interpretation of the current agreement will subject to the exclusive competence of the Mons district courts.


BHC has signed the “eTIC” code of practice which may be consulted online at http://www.charte-etic.be
Any breaches of this code of practice may be reported to the following address: plainte@charte-etic.be