Terms & Conditions

01. These general terms and conditions of sale (hereinafter referred to as the "General Conditions") apply to and form an integral part of all offers and quotations from
Belixys BV (hereinafter referred to as "Belixys"), all acceptances, acknowledgments, and order confirmations, as well as all agreements relating to the sale, rental, or
provision of services by Belixys, unless expressly stated otherwise by Belixys. The customer’s general purchasing conditions are hereby explicitly

02. Unless otherwise stipulated, an offer issued by Belixys is valid for a period of 30 calendar days from its date of issuance. After this period, Belixys may withdraw the

offer at its discretion. Any agreement relating to the delivery of products or services will be concluded on the date on which (i) the customer sends the order to Belixys

in accordance with the terms of the offer, or (ii) Belixys sends the order confirmation to the customer, whichever occurs first.

03. Unless otherwise agreed upon between the parties, all delivery and execution dates are indicative and non-binding. A delay, partial delivery of products, or partial

execution of services shall not give rise to a right to compensation or cancellation of the order. Belixys undertakes to make commercially reasonable efforts to

meet the delivery dates communicated or agreed upon, provided that the customer provides all necessary information in a timely manner to meet the said date.

04. Belixys' liability regarding its products and services is subject to the terms and conditions defined in the specifications available to the customer. This liability does

not include any warranty of fitness for a particular purpose. Belixys will have no obligation or responsibility to the customer in case of intellectual property infringement by a third party if Belixys does not receive: (i) prompt written notification of the claim; (ii) the exclusive right to manage the investigation, preparation, settlement, and

defense of the claim, including the choice of counsel; and (iii) reasonable assistance and cooperation from the customer in this regard. Any claim must also be

introduced within three (3) years after the product/service delivery date. In the event of a claim for product infringement, Belixys reserves the right, without obligation

and at its discretion: (i) to provide the customer with the necessary rights; (ii) to replace the product; (iii) to modify the product so that it no longer infringes; or (iv) to

terminate an agreement, to the extent it concerns this product.

05. Except in the case of willful misconduct, Belixys’ liability is limited to replacement, refund, or additional delivery at Belixys' sole discretion. Belixys will not be liable for

loss of profits, loss of savings, loss of reputation, loss of opportunities, indirect, punitive, special, or consequential damages resulting from the agreement or the sale

of products/services by Belixys, even if it has been advised of the possibility of such damages. Belixys' cumulative liability will not exceed the purchase price of the

products or services delivered. Any claim becomes invalid after six (6) months from the discovery of the underlying elements of such a claim.

06. All invoices are payable within 30 days from the date of issue to the specified bank account, without reduction, discount, setoff, or compensation. In case of

non-payment in full by the due date, interest will be due automatically and without notice, in accordance with the Belgian law of August 2, 2002, regarding late payments

in commercial transactions. Furthermore, a compensation of 10% of the unpaid amounts will be due, as well as any applicable legal and extra-legal fees. In the event of

non-payment, Belixys may suspend or cancel any delivery or service. Ownership of the products is transferred to the customer after full payment, but the risk of loss

passes to the customer upon delivery according to the applicable INCOTERMS.

07. Belixys may immediately terminate the agreement if the customer breaches any provision of the agreement, becomes insolvent, or enters liquidation, without any right

to compensation.

08. Any confidential information communicated by Belixys remains its exclusive property and may only be used with prior written consent. 09. All software provided by Belixys remains its property and is licensed for a limited period of one year, unless otherwise agreed. 10. No result guarantees can be provided by Belixys. 11. Belixys cannot be held liable for technical or software issues, or for faulty solutions caused by third parties or force majeure events. 12. Any modifications by suppliers or subcontractors are at the customer's expense. 13. This agreement is governed by Belgian law, and any disputes will be submitted to the competent courts in Brussels. 14. Damage during transport is the responsibility of the customer. 15. Products must be inspected upon receipt; any damage must be reported within one hour of delivery, along with detailed photos. 16. In case of return, any damages found will be the responsibility of the customer, with a handling fee of €150. 17. Any damage caused by third parties, natural disasters, or force majeure is the responsibility of the customer. 18. If any clause of this agreement is canceled, the remaining clauses will remain in effect.

19. All damage caused by third parties, unknown persons, or force majeure, including but not limited to: water damage; fire damage; vandalism; storms; lightning;

electrical issues; natural disasters or earthquakes, is at the customer's expense.

20. The possible annulment of certain provisions of this agreement shall not affect the existence and validity of the agreement between the parties or the enforceability

of the other provisions. In such cases, the provisions as close as possible to those agreed upon by the parties will apply to replace the invalid provisions.

21. All taxes and charges imposed by the government for the use of the goods or services, or as a result of the order, are at the customer's expense. Belixys reserves

the right to pay these and charge them to the customer. In case of non-payment, all related costs will apply.

22. All delivered software remains the exclusive property of Belixys. In case of imminent seizure of these goods or software, the customer undertakes to present this

agreement to the seizing party or to appoint and expressly charge the seizing party to recognize that the software is and remains the exclusive property of Belixys.

The customer is obliged to inform Belixys immediately and without delay of any seizure threat so that Belixys can take the necessary measures to protect its property.

In case of seizure at the request of the public prosecutor, the customer is required to compensate for the value of the software.

23. Office hours are in the CET time zone: Monday to Friday from 9:00 a.m. to 5:00 p.m. Services performed outside office hours will be billed at 200%.

24. The standard hourly rate of Belixys is €95.00 per hour, excluding VAT. Services are charged per half hour started. This rate also applies to remote support.

All applicable taxes or levies on these services are at the customer’s expense.

25. For planned interventions or installations lasting a full day, Belixys charges a travel cost of €0.42 per kilometer traveled. The distance is determined based on

Google Maps, https://maps.google.com.

26. For on-call interventions or interventions lasting less than a full day, we reserve the right to charge the standard hourly rate for the time the engineer needs to travel.

                        27. Belixys cannot be held liable for consequential damages caused by the actions of subcontractors, even when they are part of its assignment or when Belixys acts 
                        
                        as the main contractor. Each subcontractor bears full responsibility for their planning, timing, and execution of the assignment and is liable for all related consequences.

These general terms and conditions of sale (hereinafter referred to as the "General Conditions") apply to and form an integral part of all offers and quotations from Belixys BV (hereinafter referred to as "Belixys"), all acceptances, acknowledgments, and order confirmations, as well as all agreements relating to the sale, rental, or provision of services by Belixys, unless expressly stated otherwise by Belixys. The customer’s general purchasing conditions are hereby explicitly rejected. Unless otherwise stipulated, an offer issued by Belixys is valid for a period of 30 calendar days from its date of issuance. After this period, Belixys may withdraw the offer at its discretion. Any agreement relating to the delivery of products or services will be concluded on the date on which (i) the customer sends the order to Belixys in accordance with the terms of the offer, or (ii) Belixys sends the order confirmation to the customer, whichever occurs first. Unless otherwise agreed upon between the parties, all delivery and execution dates are indicative and non-binding. A delay, partial delivery of products, or partial execution of services shall not give rise to a right to compensation or cancellation of the order. Belixys undertakes to make commercially reasonable efforts to meet the delivery dates communicated or agreed upon, provided that the customer provides all necessary information in a timely manner to meet the said date. Belixys' liability regarding its products and services is subject to the terms and conditions defined in the specifications available to the customer. This liability does not include any warranty of fitness for a particular purpose. Belixys will have no obligation or responsibility to the customer in case of intellectual property infringement by a third party if Belixys does not receive: (i) prompt written notification of the claim; (ii) the exclusive right to manage the investigation, preparation, settlement, and defense of the claim, including the choice of counsel; and (iii) reasonable assistance and cooperation from the customer in this regard. Any claim must also be introduced within three (3) years after the product/service delivery date. In the event of a claim for product infringement, Belixys reserves the right, without obligation and at its discretion: (i) to provide the customer with the necessary rights; (ii) to replace the product; (iii) to modify the product so that it no longer infringes; or (iv) to terminate an agreement, to the extent it concerns this product. Except in the case of willful misconduct, Belixys’ liability is limited to replacement, refund, or additional delivery at Belixys' sole discretion. Belixys will not be liable for loss of profits, loss of savings, loss of reputation, loss of opportunities, indirect, punitive, special, or consequential damages resulting from the agreement or the sale of products/services by Belixys, even if it has been advised of the possibility of such damages. Belixys' cumulative liability will not exceed the purchase price of the products or services delivered. Any claim becomes invalid after six (6) months from the discovery of the underlying elements of such a claim. All invoices are payable within 30 days from the date of issue to the specified bank account, without reduction, discount, setoff, or compensation. In case of non-payment in full by the due date, interest will be due automatically and without notice, in accordance with the Belgian law of August 2, 2002, regarding late payments in commercial transactions. Furthermore, a compensation of 10% of the unpaid amounts will be due, as well as any applicable legal and extra-legal fees. In the event of non-payment, Belixys may suspend or cancel any delivery or service. Ownership of the products is transferred to the customer after full payment, but the risk of loss passes to the customer upon delivery according to the applicable INCOTERMS. Belixys may immediately terminate the agreement if the customer breaches any provision of the agreement, becomes insolvent, or enters liquidation, without any right to compensation. Any confidential information communicated by Belixys remains its exclusive property and may only be used with prior written consent. All software provided by Belixys remains its property and is licensed for a limited period of one year, unless otherwise agreed. No result guarantees can be provided by Belixys. Belixys cannot be held liable for technical or software issues, or for faulty solutions caused by third parties or force majeure events. Any modifications by suppliers or subcontractors are at the customer's expense. This agreement is governed by Belgian law, and any disputes will be submitted to the competent courts in Brussels. Damage during transport is the responsibility of the customer. Products must be inspected upon receipt; any damage must be reported within one hour of delivery, along with detailed photos. In case of return, any damages found will be the responsibility of the customer, with a handling fee of €150. Any damage caused by third parties, natural disasters, or force majeure is the responsibility of the customer. If any clause of this agreement is canceled, the remaining clauses will remain in effect. 19. All damage caused by third parties, unknown persons, or force majeure, including but not limited to: water damage; fire damage; vandalism; storms; lightning; electrical issues; natural disasters or earthquakes, is at the customer's expense. 20. The possible annulment of certain provisions of this agreement shall not affect the existence and validity of the agreement between the parties or the enforceability of the other provisions. In such cases, the provisions as close as possible to those agreed upon by the parties will apply to replace the invalid provisions. 21. All taxes and charges imposed by the government for the use of the goods or services, or as a result of the order, are at the customer's expense. Belixys reserves the right to pay these and charge them to the customer. In case of non-payment, all related costs will apply. 22. All delivered software remains the exclusive property of Belixys. In case of imminent seizure of these goods or software, the customer undertakes to present this agreement to the seizing party or to appoint and expressly charge the seizing party to recognize that the software is and remains the exclusive property of Belixys. The customer is obliged to inform Belixys immediately and without delay of any seizure threat so that Belixys can take the necessary measures to protect its property. In case of seizure at the request of the public prosecutor, the customer is required to compensate for the value of the software. 23. Office hours are in the CET time zone: Monday to Friday from 9:00 a.m. to 5:00 p.m. Services performed outside office hours will be billed at 200%. 24. The standard hourly rate of Belixys is €95.00 per hour, excluding VAT. Services are charged per half hour started. This rate also applies to remote support. All applicable taxes or levies on these services are at the customer’s expense. 25. For planned interventions or installations lasting a full day, Belixys charges a travel cost of €0.42 per kilometer traveled. The distance is determined based on Google Maps, https://maps.google.com. 26. For on-call interventions or interventions lasting less than a full day, we reserve the right to charge the standard hourly rate for the time the engineer needs to travel. 27. Belixys cannot be held liable for consequential damages caused by the actions of subcontractors, even when they are part of its assignment or when Belixys acts as the main contractor. Each subcontractor bears full responsibility for their planning, timing, and execution of the assignment and is liable for all related consequences.