General Terms and Conditions of Sale

Except in case of a written agreement expressly deviating from the present general terms and conditions, all assignments from Synguard NV, with registered office at Genebroekstraat 97, B-3581 Beringen, company number 0786.224.788 (hereinafter referred to as “Synguard NV”) for a customer (hereinafter referred to as the “Client”) (Synguard and the Client hereinafter jointly referred to as the “Parties”), shall only be accepted and executed subject to the following sales conditions. These conditions shall be deemed to be known and accepted by the Client, while irrevocably waiving the Client's own general terms and conditions, and shall be deemed to govern the entire business relationship between the Parties, not only with regard to the assignment for which these general terms and conditions are communicated, but also for all subsequent new offers, assignments and agreements. If the Parties deviate, explicitly and in writing, from these terms and conditions or from any part thereof for one or more well-defined assignments, the terms and conditions between the Parties remain in force with regard to the other or further offers, assignments and agreements.

All offers and/or quotations are without obligation and are valid for 30 days from the date of offer or quotation, unless expressly stated otherwise.

The Client must, exclusively at its expense and in good time, make the necessary infrastructural provisions, failing which Synguard NV will be entitled to postpone the execution of the works and to claim all demonstrable costs at the expense of the Client arising directly from its failure(s). The hardware and software delivered shall remain the property of Synguard NV until full payment of the invoice relating thereto. However, the Client always accepts the risk from the moment of delivery.

Prices are stated in euro and are always exclusive of VAT. Any increase in the VAT rate or any other tax of whatever nature between the placement of the order and its execution will be at the expense of the Client. All Synguard NV invoices are payable no later than the 30th calendar day after the invoice date. In the absence of a protest by means of a registered letter, stating relevant reasons, within eight (8) calendar days after receipt of the invoice, the invoice shall be deemed to have been definitively accepted by the Client. In the event of late payment, as of the 31st calendar day after the invoice date, interest equal to the statutory interest plus 1% shall be payable by operation of law and without prior notice of default. A fixed compensation of 10% of the invoice amount, with a minimum of € 75.00, shall also be payable by operation of law and without prior notice of default. For any late payment, as well as for any non-compliance with a (specific) obligation on the part of the Client, Synguard NV will furthermore be entitled, without any warning and by operation of law, to suspend the execution of any such performance and only to resume it after payment or compliance with all obligations.

5.1. Formation and Binding Nature of the Order

     5.1.1. Every order becomes binding only after written acceptance by Synguard NV (“Order Confirmation”). As from the     

                   Order Confirmation, the Client can no longer unilaterally modify, suspend, cancel, or refuse the order or its

                   acceptance.

5.2. Change Requests

     5.2.1. Any request to modify a confirmed order (“Change Request”) must be made in writing.

     5.2.2. Synguard NV is entitled, at its sole discretion, to accept or refuse a Change Request, including (i) if execution has

                   already started, (ii) if goods have already been purchased/ordered from suppliers, or (iii) if the change has a

                   disproportionate impact on planning, cost, or quality.

     5.2.3. An accepted Change Request may result in (i) an adjusted price (including engineering, administrative, restocking,

                  and/or supplier costs), and/or (ii) an adjusted delivery date or execution schedule. In such case, Synguard NV will

                  provide a written change confirmation; the change becomes final only after written acceptance by the Client.

     5.2.4. Costs and work already reasonably incurred by Synguard NV prior to the change (including supplier costs) remain fully

                   payable by the Client.

5.3. Cancellation / Refusal of Acceptance / Hindrance of Execution by the Client

     5.3.1. Any cancellation or (partial) refusal of acceptance, suspension, or any act/omission that prevents execution by

                   Synguard NV is considered an attributable breach of contract by the Client.

     5.3.2. In such case, the Client owes Synguard NV, at Synguard NV’s discretion:

          5.3.2.1. either performance/fulfilment in kind (including acceptance and payment),

          5.3.2.2. or termination at the Client’s expense, with payment of the compensations listed below.

     5.3.3. Without prejudice to Synguard NV’s right to prove higher actual damages, the Client is at minimum liable to pay:

          5.3.3.1. all work already performed and all costs already incurred (including supplier and transport costs) that cannot be

                            cancelled free of charge; and

          5.3.3.2. a lump-sum compensation as follows:

                            i. 25% of the agreed price if cancellation occurs before Synguard NV has started any irreversible

                                purchase/supplier commitment or production/engineering;

                            ii. 60% of the agreed price if Synguard NV has entered into irreversible purchases/supplier commitments or if

                                 engineering/preparation has substantially started;

                            iii. 100% of the agreed price for (i) custom-made items, (ii) goods specifically ordered or produced for the Client,

                                   or (iii) goods/services that cannot be resold or repurposed without significant loss of value or additional costs.

     5.3.4. The compensations set out in this article do not grant the Client any right to cancel without payment, nor any right to                       return or have (already) delivered goods taken back.

5.4. Postponement of Delivery/Acceptance at the Client’s Request or Due to the Client

     5.4.1. If delivery or acceptance is postponed at the Client’s request or due to the Client, and such postponement and its

                  duration are accepted by Synguard NV, then Synguard NV is entitled to (i) invoice the goods as if they had been

                  delivered, (ii) charge reasonable storage, handling, and insurance costs, and (iii) determine a new delivery date. All risks

                  associated with the postponement (including depreciation) are borne by the Client.

5.5. Return and Take-Back

     5.5.1. Delivered goods are, in principle, not taken back.

     5.5.2. Exceptions are only possible with prior written approval from Synguard NV and under conditions determined by   

                   Synguard NV (including condition of the goods, original packaging, restocking fee, transport cost).

Synguard NV guarantees that the goods and services will perform without defects for a period of 12 months from the date of installation. However, this guarantee will never last longer than 15 months after the date of delivery by Synguard NV. The guarantee cannot be invoked in case of improper use, negligence, damage caused by an external cause and wear and tear.

Any delay in the execution of the assignments by Synguard NV shall not give rise to the payment of damages. Under no circumstances can Synguard NV be held liable for the total or partial non-execution of its assignment as a result of limitations inherent in the object of the assignment and/or limitations imposed by an authority whose competence may reasonably be assumed. All assignments carried out by Synguard NV involve an obligation of means and not an obligation to achieve a certain result. This implies that Synguard NV will always endeavour to carry out the assignment to the best of its ability and in accordance with the rules of the art in IT services. The liability of Synguard NV, its bodies, employees, representatives and subcontractors in respect of the services and goods delivered, is excluded for any loss or damage caused by or arising from either an incorrect or negligent execution, or a complete or partial non-execution, unless the Client proves that this is due to intent or gross negligence. Synguard NV can never be held liable for compensation of consequential loss, including but not limited to loss of profit, loss or inconvenience, claims from customers, unemployment of the customer's personnel, reputation damage, fines or sanctions imposed on the customer or any other indirect or consequential loss resulting from any cause or reason whatsoever. In any case, the liability per assignment shall be limited to an amount of € 12,500.00. The word “assignment” always includes all small partial assignments. The definition of the specific assignment will be apparent from its description in a price quotation or from an agreement between the Client and Synguard NV relating to a particular service or delivery.

Any complaint or claim against Synguard NV must be lodged within a period of 3 months following the technical execution of the assignment - thus before the administrative handling of it - otherwise it will lapse by operation of law.

The Client and Synguard NV shall treat all confidential information obtained in the course of performing the assignment strictly as such and shall make every effort to maintain its confidential nature, including after termination of the assignment.

The Client is forbidden to recruit Synguard NV employees (both salaried and freelance) directly or indirectly (either as salaried employee or as freelance employee) or to make use of their services in any way whatsoever for a period of one year after the end of the assignment, unless a prior and written agreement has been obtained from Synguard NV. Infringement of this article will automatically give rise to the payment of fixed damages to Synguard NV equal to EUR 50,000 per infringement. The Client agrees that the commitments described in this article are reasonable and necessary to protect the legitimate interests of Synguard NV. If any of the above limitations or compensation should nevertheless be declared invalid or unenforceable by a competent court or other authority, but would be valid if part of the text were deleted and/or the period were shortened and/or the liquidated damages were reduced, such limitation/indemnity shall apply subject to such modifications as are necessary to make it valid and enforceable.

If Synguard NV is unable to execute the order or assignment due to circumstances beyond its control, such as, but not limited to, problems at its supplier/subcontractor, industrial disputes, fire, mobilisation, seizure, pandemic, natural and/or other disasters, obstruction of transport or problems at customs, serious accidents, lack of or unavailability of materials, internet, electric power or other elements necessary for the execution of the agreement, it will be exempt from liability. In such a case, even if this force majeure does not result in permanent and/or absolute impossibility of performance, Synguard NV will be legally entitled to suspend its commitments or to unilaterally terminate them after having notified the Client thereof. This shall not give rise to any liability to pay damages to the Client.

In addition to the case of non-payment, Synguard NV shall be entitled to terminate the agreement ipso jure, without notice of default or judicial intervention and with immediate effect, in whole or in part, by the simple sending of a registered letter, without prejudice to its right to compensation (which shall include at least: payment to Synguard NV of the work already carried out at that time and of all the goods ordered, with in addition a minimum of 25% of the agreed price by way of liquidated damages), if/when (i) the Client ceases its business activities, (ii) a petition for bankruptcy has been filed by or against the Client or the Client has been declared bankrupt, (iii) all or part of the Client's assets or goods have been seized, (iv) the Client requests a moratorium for one or more of its creditors

These General Terms and Conditions are governed exclusively by Belgian law, to the exclusion of its principles of international private law. Applicability of the Vienna Sales Convention is explicitly excluded. For all disputes arising from the agreements concluded between the Parties, only the courts of Limburg shall be competent, without prejudice to the right of Synguard NV to summon the Client to appear before the courts of its place of residence and/or its registered office.