1. DEFINITIONS
In these General Terms and Conditions (the “Conditions”), the following capitalized terms, both in singular and plural, have the following meanings:
Agreement: The agreement between Baro Systems BV and the Client concerning the specific provisions of the Service.
Annex: Appendixes to these Conditions with more specific provisions relating to the Service to be provided.
Client: The natural person or legal entity that has concluded, or is going to conclude, an Agreement with Baro Systems BV.
Conditions: These general terms and conditions of Baro Systems BV including all applicable Annexes.
Company: Baro Systems BV, a company registered in Antwerp, Belgium, acting as the Contracting Party. Hereinafter referred to as “Company” in this document.
IP-Rights: All intellectual property rights and associated rights such as copyrights, trademark rights, patent rights, design rights, trade name rights, database rights and related rights, as well as rights to know-how and performances on a par with these rights.
Parties: The Company and the Client.
Personal Data: Any information relating to an identified or identifiable natural person (“data subject”) within the meaning of the General Data Protection Regulation (GDPR) 2016/679/EU.
Service: The Services to be provided to the Client by the Company pursuant to the Agreement, including, if applicable, results of these Services.
2. GENERAL
2.1 These Conditions apply to and form an integral part of all offers and quotations of Company, Agreements and any other legal acts related thereto between Company and the Client and/or its legal successor.
2.2 If these Conditions state that an act must be carried out in writing, this is deemed to refer to email as well. Electronic communication between the Parties is deemed to have been received on the day it was sent, unless proof to the contrary is furnished.
2.3 Any variations on these Conditions are only valid if they have been agreed explicitly in writing by Company and the Client, and they only apply to the specific Agreement for which they were agreed.
2.4 The Client’s generally applied purchase and/or other conditions do not apply to any legal relationship between the Parties.
2.5 Once these Conditions have been applied to a legal relationship between Company and the Client, the Client is deemed to have agreed in advance to the applicability of these Conditions to any Agreements concluded or to be concluded thereafter.
2.6 If and insofar as any provision in these Conditions is declared to be non-binding, the other provisions of these Conditions remain in full force. In that case, the Parties shall replace the non-binding provision with a provision which differs as little as possible from the non-binding provision in terms of both content and scope.
2.7 In the event of a conflict between provisions in an Agreement and these Conditions, the provisions in the Agreement prevail.
2.8 Company is authorized to unilaterally amend these Conditions. The Client shall be informed to that effect in writing and Company shall make the new version of the Conditions available to the Client.
3. QUOTATIONS AND FORMATION OF THE AGREEMENT
3.1 Quotations and other offers by Company are given without obligation and must be regarded as an invitation to enter into an Agreement, unless Company has explicitly indicated otherwise in writing.
3.2 Offers and quotations lose their validity thirty (30) calendar days after their date, unless otherwise indicated in writing.
3.3 The Client guarantees that the details disclosed by, or on behalf of it, to Company, on which Company has based its offer, are correct and complete. If those details should prove not to be correct or complete, Company is entitled to modify its offer.
3.4 An Agreement is concluded by written confirmation from the Client of an unmodified valid quotation and/or offer made by Company.
3.5 Orders placed by the Client are irrevocable.
4. PERFORMANCE OF THE AGREEMENT AND DELIVERY
4.1 Company shall perform the Agreement to the best of its knowledge and ability and in accordance with the standards of the profession, such on the basis of the latest scientific and technical knowledge (state of the art). The obligations of Company on the basis of the Agreement should be interpreted as a duty to perform.
4.2 Parties shall determine the delivery term and delivery dates as well as the place and manner in which the Services shall be delivered and/or provided in the Agreement. The duration of an assignment depends on various factors and circumstances, such as the quality of the data and information disclosed by the Client and the cooperation of the Client and relevant third parties.
4.3 If it has been agreed that the Agreement shall be performed in phases, Company is authorized to postpone the commencement of the Services that form part of a subsequent phase until the Client has approved the results of the prior phase in writing.
5. PRICES AND TERMS OF PAYMENT
5.1 All prices are exclusive of turnover tax (VAT) and other government levies. The prices are based on performance during normal working hours.
5.2 Works not included in the quotation by Company are not covered by the Agreement and may lead to an overall price increase.
5.3 Unless explicitly agreed otherwise in writing, price indications, estimates, budgets and/or cost estimates issued by Company are merely for information purposes, and no rights or expectations may be derived from them.
5.4 All prices indicated in writing or electronically by Company are subject to programming and typing errors or spelling mistakes. Company is not bound by such errors and/or spelling mistakes.
5.5 Parties agree upon the date or dates on which Company charges the fee for Services to the Client in the Agreement. The Client pays the invoices in accordance with the terms of payment stated on the invoice. In the absence of a specific payment term in the Agreement, the Client pays within fourteen (14) calendar days after the invoice date.
6. CHANGES TO THE ASSIGNMENT AND/OR EXTRA WORK
6.1 The Client accepts that the time schedule of the Agreement may be affected when the scope of the Agreement is expanded and/or altered while the Agreement is being performed by Company.
6.2 When any supplemental requests or wishes of the Client result in an alteration of the Agreement following which Company must carry out additional works, such additional works will be charged to the Client based on actual costs at the usual rates that apply at that time, unless explicitly agreed otherwise in writing.
7. OBLIGATIONS OF THE CLIENT
7.1 The Client ensures that all data and/or information that Company has indicated to be necessary, or which the Client reasonably ought to understand to be necessary for the performance of the Agreement by [Your Company Name], including information about legislation or regulations to be complied with by Company that applies specifically to the Client’s field of work, are timely disclosed to Company by the Client and the Client fully cooperates with Company insofar as the latter requires.
7.2 If data needed for the performance of the Agreement is not timely disclosed to Company, Company shall be entitled to suspend its performance of the Agreement and/or to charge to the Client any additional costs arising from the delay at the usual rates that apply at that time.
8. TERMINATION, PREMATURE TERMINATION AND THE RELATED CONSEQUENCES
8.1 An Agreement is in effect as of the date stated in Section 3 for the term agreed upon in writing between the Parties and ends by operation of law on the date as agreed upon by the Parties or when the Services provided by Company have been completed.
8.2 Unless explicitly agreed otherwise in writing, the Parties can terminate the Agreement prematurely in writing subject to a notice period of three (3) months.
8.3 Company is entitled to terminate the Agreement wholly or in part with immediate effect, without judicial intervention and without being obligated to pay any loss and/or damages or any other form of compensation to the client, in the event (i) the Client is declared bankrupt or is granted a suspension of payments; as well as (ii) the Client’s business is closed down or liquidated other than for the purposes of reconstruction or merger of companies, or (iii) if the decisive control of the Client’s business changes (change of control).