Article 1 - Application

1. These general terms and conditions of sale apply to all orders placed with us for software and hardware licenses, including ancillary services such as training, installation, servicing or maintenance.
2. The conditions of use of software licenses are defined in our End-User License Agreements (EULAs), clearly detailed in the "About" window of our software or available on request from our customer service department or on our website at www.multios.be.
3. These general terms and conditions of sale apply exclusively to the exclusion of any general or special terms and conditions of the purchaser which we have not expressly accepted in writing.

Article 2 - Offer and order

1. Unless otherwise stipulated in our special conditions, our offers are valid for 30 days.
2. Any order which has not been preceded by a written offer from us shall only be binding on us if accepted by us in writing.
3. Our agents or representatives have no power of representation. Sales negotiated by them therefore only become binding once we have sent our written acceptance of the order.

Article 3 - Prices

1. Our prices are quoted in EUR, exclusive of VAT. Any increase in VAT or any new tax imposed between the time of order and the time of delivery will be charged to the purchaser.
2. Unless otherwise stipulated in our special conditions, our prices are for delivery to our premises in Naast (Soignies). If we take care of transport or its organization, we will invoice the transport costs to the purchaser.
3. Unless otherwise stipulated in our special conditions, our prices apply only to the supply of the licenses and materials described in the special conditions, to the exclusion of all other work and services, and in particular placement and assembly. If these are ordered by the purchaser, they will be invoiced in addition to the price stipulated in our special conditions.

Article 4 - Payment

1. Any changes requiring publication in the Belgian Monitor must be notified to us by registered mail no later than 30 days after their application.
2. Unless otherwise stipulated in our special conditions, our invoices are payable at our head office, no later than 15 days after the invoice date.
3. Any complaint relating to one of our invoices must be sent to us in writing no later than 15 calendar days after receipt of the invoice.
4. In the event of non-payment of an invoice on the due date, payment of all of the purchaser's invoices becomes immediately due and payable.
5. Any invoice unpaid on the due date will automatically and without formal notice give rise to late payment interest of 1 % per month, with a minimum of 20 EUR.
6. In addition, any invoice not paid on the due date will be subject, ipso jure and without formal notice, to a flat-rate penalty of 10 % of the amount still unpaid, by way of damages.

Article 5 - Delivery terms

1. Unless otherwise stipulated in our special terms and conditions, deliveries are made to our premises described in article 3.2 of these general terms and conditions.
2. The purchaser shall bear all risks relating to the equipment sold from the time of delivery, in particular those relating to transport, even if we take charge of transport or its organization.
3. The purchaser must come to our premises to take delivery of the equipment sold, at the latest within one calendar day of dispatch of a notice informing him that it is available.

Article 6 - Delivery times

1. Unless expressly guaranteed in our special terms and conditions, the delivery times mentioned in our special terms and conditions are not binding. We may only be held liable if the delay is significant and attributable to our gross negligence.

Article 7 - Reservation of ownership

1. The equipment delivered remains our property until full payment of the price, even in the event of transformation or incorporation of this equipment into other goods.
2. Software licenses are given on a provisional basis for a maximum period corresponding to the payment period granted to the customer in the general or special terms and conditions. Official licenses are valid only if invoices have been paid in full. In the event of non-payment within the stipulated period, the customer shall refrain from using the software and irrevocably agrees to allow us to check whether data created by the customer is being used. In the event of the customer using software whose licenses are unpaid, he irrevocably agrees to pay us a flat fee of fifty euros (EUR 50) per day of encoding. The number of encoding days is defined as the period between the date of commencement of use and the time when the facts are ascertained, as evidenced by the daily data keys or the date of the physical files.

Article 8 - Approval

1. Appliances will be deemed to have been approved by the purchaser no later than five calendar days after delivery, unless the purchaser notifies us of a precise and detailed complaint by registered letter before the expiry of this period. Approval will cover all apparent defects, i.e. all those which it was possible for the purchaser to detect at the time of delivery or within five calendar days thereafter by careful and serious inspection, in particular those relating to the characteristics and operation of the devices.

Article 9 - Warranty

1. We guarantee the devices we sell against hidden defects for a period of 2 months from delivery, subject to the following conditions.
2. The warranty can only be invoked if the following conditions are met:
   • the defect renders the device unfit, to a significant extent, for the use for which it is normally intended or for a special use expressly mentioned in the particular conditions of sale;
   • the device has been installed and positioned correctly;
   • the device is used under normal conditions; in particular, the warranty shall not apply if the device is used under abnormal or special conditions not expressly mentioned in the special conditions of sale, or if the device is improperly maintained, modified, disassembled or repaired by a person who is not professionally qualified.
3. To be able to invoke the benefit of the warranty, the purchaser must notify us of any claim relating to hidden defects by registered letter within a maximum period of one month after the defects have been noted or should normally have been noted.
4. Our warranty is limited, at our option, to free repair (parts and labor) or replacement of the defective device, to the exclusion of rescission of the sale or damages. The purchaser must return the defective device to our premises for repair or replacement at his own expense and risk. We will bear the cost of returning the device to our premises and the cost of returning it to the purchaser if the device to which the warranty applies proves to be defective.

Article 10 - Limitation of liability

1. from the time of delivery, we assume no further liability other than that provided for in articles 8 and 9. Consequently, we are not liable for any damages for personal injury, damage to property other than the devices sold, loss of profit or any other loss arising directly or indirectly from defects in the devices.

Article 11 - Cancellation of the sale

1. We are entitled to cancel the sale, ipso jure, by notifying the purchaser of our intention by registered letter, in the event of serious non-performance by the purchaser of one of his contractual obligations, in particular if he fails to take delivery of the device within the period allowed to him under article 5.3, if he is more than 30 calendar days in arrears with the payment of an invoice, or if it becomes apparent that he will not perform or is in serious danger of not performing one of his principal obligations, even before this obligation falls due. In the event of cancellation of the sale in application of the above paragraph, the purchaser will be liable to us for damages fixed at 20 % of the sale price.

Article 12 - Jurisdiction

1. Any dispute directly or indirectly relating to our contractual relations with the purchaser shall fall within the exclusive jurisdiction of the Courts and Tribunals of our registered office.

Article 13 - Applicable law

1. Our contractual relations with the buyer are governed by Belgian law.