1 Scope of application
1.1 The general terms and conditions of KG-dev Ltd., potentially supplemented with special conditions, apply to all agreements concluded with the client. The client is deemed to have taken knowledge of current terms and conditions, which are considered to be accepted. These terms and conditions will prevail over the client’s terms and conditions.
1.2 A deviation to the application of KG-dev’s general terms and conditions on the parties’ (contractual) relationship will only be accepted in case of an express and written agreement between the parties in this respect. Possible special conditions deriving from an agreement which has been concluded separately, will prevail over current general terms and conditions.
1.3 The possible deviation of a specific separate agreement from one (or more) provision(s) of the general terms and conditions, does not automatically preclude the application of its remaining provisions.
2 Offers and pricing
2.1 Every offer and quotation of KG-dev Ltd. is without obligation and will be valid for 30 days starting from the date of the offer.
2.2 The prices indicated are always VAT (and possible other taxes) excluded, which are at the client’s expense.
2.3 The offered prices are based upon the information provided by the client. In case of incorrect and/or incomplete information, special or unannounced circumstances, etc., affecting the prices or costs – which were not to be foreseen at the time of the pricing – KG-dev has the right to adapt the initial offer according to the new information and/or circumstances.
3.1 Each order for KG-dev Ltd., needs to be confirmed by the client in writing.
3.2 KG-dev Ltd. has the right to refuse an order. Such a refusal will be communicated by registered letter within 10 days following reception of the order.
3.3 The content of the order will be determined by the offer or the order confirmation. Modifications and/or additions to the order can be included afterwards by way of a mutual written agreement between the parties concerned. Additional activities, which were not foreseen in the initial offer, will be charged individually afterwards.
4 Rights, duties and responsibilities of the contractor (KG-dev Ltd.)
4.1 Each order to which KG-dev Ltd. commits, merely concerns an obligation to perform the best of one’s ability, thus being a commitment in terms of effort.
4.2 KG-dev Ltd. always has the right to have a third party execute an order, or part thereof. Such a delegation will always be notified to the client. In no way will a delegation of an order imply a waiver by KG-dev Ltd. of its rights enjoyed by virtue of the assigned order.
4.3 All confidential information, documents, plans, etc., exchanged between the parties for the execution of the order, will be kept secret by all parties. All parties will equally compel the obligation of confidentiality to possible third parties involved in the order.
4.4 The results of the order will be reported digitally to the client.
4.5 The order will be considered to be completely and sufficiently executed as from the date the (final) invoice has been sent to the client.
5 Rights, duties and responsibilities of the client
5.1 The client will – free of charge, at any time and in a timely manner – procure all available, needed and/or useful information, that is/can be important for the execution of the commissioned activities to KG-dev Ltd. and possible subcontractor(s).
5.2 The client is itself responsible for the accuracy of the provided information, instructions, drawings and/or briefings. Only the client will be and remain responsible for all damages sensu lato suffered by third parties and/or himself, resulting from or related to aforementioned information, instructions, drawings and/or briefings. In this respect, the client will safeguard KG-dev Ltd. (and subcontractors) from all claims of third parties regarding any damages resulting from incorrect information.
5.3 The client needs to assure that KG-dev Ltd. and possible subcontractor(s), will dispose over all permissions and licenses that are possibly required for entering the location for executing the order. In this respect, the client will grant KG-dev Ltd. – and its delegate(s) – all necessary facilities allowing them to complete their task in a fair, responsible and safe/secure manner.
6 Invoices and contestation of invoices
6.1 KG-dev Ltd. has the right at all times to draw up invoices for activities performed, even if this only concerns part of the commissioned activities.
6.2 Each contestation regarding the drafting, the form or the content of the invoices, including current general terms and conditions, will only be accepted as valid and admissible in case this contestation is formulated and notified by registered letter within 8 days after the date of invoice.
6.3 In case of contestation, the invoice amounts to which the contestation at hand does not apply, will remain due and payable by the expiration date of the invoice. In case of late payment of aforementioned due and payable invoice amounts, interests, damages and collection costs – as defined in point 7 below – will be added thereto.
6.4 In the absence of a valid contestation as defined above, the client acknowledges the accuracy of the activities invoiced by KG-dev Ltd., even without any prior agreement or offer of KG-dev Ltd. thereto.
7 Terms of payment
7.1 Save for express written deviation, all invoices need to be paid within 30 days starting from the invoice date, without deduction of a discount or deduction of any kind. Payments need to be carried out by bank transfer to bank account BE26 0689 3297 5329
7.2 In case of lack of complete payment of an invoice within aforementioned term, KG-dev Ltd. has the right – by law and without requirement of a prior notice of default – to payment of an interest of delay, following Article 5 of the Belgian law on combating late payment in commercial transactions dd. 02/08/2002, as from the day following the aforementioned payment term. Also, KG-dev Ltd. has the right to a compensation of 10% with a minimum of € 175,00.
7.3 By lack of payment within aforementioned term, the client acknowledges to commit a contractual error which causes damages to KG-dev Ltd. These damages, including the collection costs, as set out in Article 6 of the Belgian law on combating late payment in commercial transactions dd. 02/08/2002, need to be compensated by the client.
7.4 KG-dev Ltd. is allowed at all times to transfer all or part of the claims on the client to third parties.
8 Various provisions
8.1 KG-dev Ltd. is exempted from any obligation in situations of force majeure, such as for example a fire, strike, lockout, machine breakdown, war, natural disasters, and any other similar circumstances, hindering the (correct) execution of the contractor’s commitment(s).
8.2 KG-dev Ltd. can only be held liable for direct damages of the client due to deficient execution of its order, limited to the maximum price of the executed order. In no way can KG-dev Ltd. be held liable for indirect damages of any kind.
8.3 In case of force majeure, the commitment(s) of KG-dev Ltd. will be postponed for the situation’s duration. KG-dev Ltd. cannot be held liable for aforementioned postponement of its commitment(s) due to force majeure, nor can any compensation be claimed from KG-dev Ltd. in this regard.
9 Competence and applicable law
9.1 KG-dev Ltd. agrees with the client to mutually negotiate in good faith, in order to amicably settle any potential dispute, prior to any legal process. This however does not apply to the recovery of outstanding invoice amounts, for which KG-dev Ltd. can immediately turn to the competent court.
9.2 Any potential disputes or conflicts arising from or related to this Agreement, shall be presented before the competent Belgian Court.
9.3 All agreements concluded by KG-dev Ltd. with the client, as well as the execution of individual orders, shall be governed by and construed in accordance with Belgian Law, without regard to provisions of conflicts of law.