General terms and conditions

Definitions

  • Agreement: Any agreement between Camco Technologies and the Customer for the purchase of Goods and/or providing services or any other assignment given by the Customer to Camco Technologies
  • Customer: the contracting party of Camco Technologies
  • Goods: Any hardware, software or products or components thereof provided by Camco Technologies to the Customer
  • Offer confirmation: the written confirmation by Camco Technologies, which, together with the offer made by Camco Technologies, forms an Agreement

Scope

  • These general terms and conditions apply to the sale and or providing of hardware and/or software and/or services by Camco Technologies to the Customer.
  • These general terms and conditions shall apply to all quotes, orders, services and any agreement and/or legal relationship between Camco Technologies and the Customer. Solely these general terms and conditions will apply. Deviating, contrary or supplementary general terms and conditions will only become applicable if and to the extent that Camco Technologies has expressly agreed to their validity in writing. In any agreement there need to be an explicit stipulation that these general terms and conditions aren’t applicable, otherwise they remain valid and in force.
  • Oral agreements must be confirmed by Camco Technologies in writing to be valid. The same applies to any changes made to any agreement.

Entering the Agreement

  • Any offer made by Camco Technologies is non-binding and subject to confirmation. This applies even if Camco Technologies has provided the Customer with product descriptions.
  • By ordering any Goods and/or services or accepting a quote of Camco Technologies, the Customer is making a binding offer to enter into an agreement. Unless stated otherwise in the order and/or quote, Camco Technologies is entitled to accept this offer to enter into an agreement within four (4) weeks of its receipt.
  • The order is accepted by means of a written confirmation of the order, or by rendering the service or delivery of Goods to the Customer.
  • When Camco Technologies makes an offer to the Customer and this offer is not accepted within four (4) weeks of receipt thereof by the Customer, Camco Technologies has the right to withdraw it without explanation.

Prices and terms of payment

  • The price of the Goods will be stated in the Agreement or in the written Offer confirmation by Camco Technologies in the absence of a contract Agreement.
  • Prices are fixed for the duration of the Agreement. Camco Technologies reserves the right to modify the prices if the costs rise after an Agreement has been concluded, in particular due to changes in the price of the materials.
  • The price is due and payable within 30 days of the invoice date by the Customer.
  • The invoice is deemed to have been accepted unless a registered protest is lodged within ten (10) days of receipt of the invoice.
  • Upon the expiration of the above-mentioned payment period, the Customer will be in default. For the duration of the default, interest will be charged on the purchase price at a rate of twelve (12) percentage points per year, as well as a € 1000,00 debt collection fee or a higher fee, where justified, notwithstanding the right of Camco Technologies to deliver proof of real costs.
  • Camco Technologies will be entitled to make the delivery of the Goods and/or services dependent upon immediate payment or a down payment.

Delivery of Goods

  • Adherence to any agreed delivery deadline is predicated upon the fulfillment of the Customer’s cooperation responsibilities and obligations. In the event that these obligation are not fulfilled in a timely manner, delivery dates will be extended appropriately.
  • The delivery dates are supplied for information purposes only and are not binding on Camco Technologies. Delays in the delivery can under no circumstance be a reason to claim any penalties and/or compensation and/or cause the rescission of the Agreement.
  • Camco Technologies reserves the right to make partial deliveries, which will constitute partial sales. The partial delivery of an order cannot justify the refusal to pay for the delivered Goods.
  • In the event that non-compliance with delivery deadlines is caused by a force majeure event or any other event beyond our control, such as, for example, war, terrorist attacks, import or export restrictions, industrial disputes, the delivery deadlines agreed upon in the Agreement will be extended for a reasonable period.
  • In the event that the Customer causes delivery to be delayed or if the Customer does not comply with its responsibilities and obligations to cooperate, Camco Technologies will be entitled to claim compensation for any loss of damage arising therefrom. Without any requirement to produce supporting documents, Camco Technologies will be entitled to claim a fee of 10% of the purchase price for each full or partial month.

Transfer of title and risk

  • The delivered Goods shall remain the property of Camco Technologies until paid for in full, including all costs, interests and damages, when applicable. At the moment of payment, title of ownership of the delivered Goods will pass to the Customer.
  • The Customer will under no circumstances obtain any ownership rights in any delivered Goods or in any Goods put at its disposal, if the Goods are not paid in full. More specifically, the customer will not be able or allowed to transfer any ownership right neither to any third party, nor to pledge or to encumber the Goods with any other privilege. For delivered Goods that are transferred to third parties, the retention of title applies to all claims which the Customer has or may have on the acquirer of the Goods. The Customer will immediately notify Camco Technologies by means of a registered letter of any confiscation performed by any third party.
  • The relationship between Camco Technologies and the Customer is governed by the “Incoterms 2010”. Unless otherwise stipulated, all deliveries shall be made “Ex Works”. The risk of the Goods shall transfer at the moment as stipulated in the INCO term.

Complaints

  • When the Goods or services are damaged, incomplete, have errors or have any other visible flaws of non-conformity, the Customer shall be entitled to refuse the Goods and/or services or shall have the right to only partially accept the Goods or services by mentioning the reasons for such reservation. The acceptance of the Goods or services at the time of delivery, respectively at the time of performance implies that the Goods comply with the specifications and that no visible defects are present. Every complaint regarding visible defects at the time of delivery have to be reported to Camco Technologies by means of a registered letter, within three (3) days after the delivery or performance and with a reference to the number of the relevant invoice. After expiration of this period, the complaint will no longer be valid. The possible return of the Goods will only be executed after a prior written confirmation by Camco Technologies.
  • Claims for hidden defects or warranty claims can be considered only if the defects appear within a period of twelve (12) months following delivery, and are notified to Camco Technologies in writing giving sufficient explanation, within three (3) days following their discovery. After this period, the complaint will no longer be taken into account. The possible return of the Goods will only be executed after a prior written confirmation by Camco Technologies.

Warranty – Liability

  • To the maximum extent permitted by law, the liability of Camco Technologies is limited to serious defects of or errors in the Goods (including software) or services that appear within a period of twelve (12) months after the delivery of the Goods or provision of the services. Camco Technologies does not warrant that the delivered Goods or services will be free from any defect and/or error and/or will be able to meet the specific demands and/or requirements of the Customer and/or end-user. This warranty is only valid, if the delivered Goods are used in compliance with their specifications and/or for the purposes they are conceived for. Under no circumstances, shall Camco Technologies be liable for defects caused by bad storage, abnormal or faulty use, faulty installation, faulty maintenance or faulty repair by the Customer (or any third party not authorized by Camco Technologies), or by alterations carried out without the prior written consent of Camco Technologies. This warranty does not apply to normal wear and tear of the Goods.
  • The liability of Camco Technologies is limited to the repair or replacement of the defective parts or re-performance of the services, at its sole discretion, and does not comprise any labour costs, transportation costs, or any other compensation for losses, which are exclusively at the expense of the Customer. Camco Technologies is under no circumstances obliged to pay any damages to the Customer or to any third party, for any direct and/or indirect damage such as but not limited to damage resulting from loss of data, loss of profit, damage to Goods or persons, damage when the Goods were adapted or altered, damage due to incorrectly applying the guidelines of Camco Technologies, damage due to the use or misuse of the Goods, damage due to misimplementation of the Goods, damage due to an error in the services or damages due to an error or negligence of the Customer.
  • Camco Technologies shall not be liable for mere financial damages or for material damages to property caused by the Goods. Nor shall Camco Technologies refund the value of the damaged Goods, or be liable for the damage caused to the Customer operations and/or equipment used or manufactured by the Customer, or to products of which the Customer’s operations and/or equipment are part.
  • The liability of Camco Technologies shall not be increased if the Customer sells the Goods to a third party. The Customer will fully indemnify and hold harmless Camco Technologies against all claims or potential claims of its customers and especially for such claims which would surpass the limitations of the claims the Customer could file against Camco Technologies.
  • Except as stipulated in this Clause 1.8 and to the maximum extent permitted by law, Camco Technologies shall not be liable for any other defects or errors in the Goods and/or services. In no event however shall the liability of Camco Technologies exceed an amount equal to 5% of the order value. This limitation applies to any loss or damage, the defect or error may have caused, including loss of production, loss of profit and any other indirect loss.

Intellectual Property Rights

  • Except as otherwise explicitly agreed in writing between Camco Technologies and Customer, all intellectual property rights in the Goods and/or services remain the exclusive ownership of Camco Technologies and its licensors. The Customer will under no circumstances be allowed to transfer, hand over, pledge or loan the intellectual property rights, free of charge or in any other way. The Customer will keep all property notices of Camco Technologies, its affiliates and its licensors, if any, displayed on the Goods and the manuals. It is strictly forbidden for the Customer to alter, reverse engineer, decompile, copy, allow or stimulate the copying of the Goods or components thereof in any way whatsoever.
  • The Customer agrees to inform Camco Technologies immediately whenever it becomes aware of a patent or other intellectual property right, which is or might be infringed by the delivered Goods. If an infringement claim is brought against the Customer by a third party, the Customer shall immediately inform Camco Technologies in writing thereof, and allow Camco Technologies to take over the defence. If a final judgement holds the Customer liable for (patent) infringement by the delivered Goods, the damages which Camco Technologies may owe to the Customer shall not exceed an amount equal to the price paid by the Customer for the infringing Goods delivered during the last twelve months preceding the summons. Under no circumstances does Camco Technologies assume any liability for any use or application which the Customer or any third party makes of the delivered Goods and which may infringe patent rights of third parties.

Confidential information

  • Both Camco Technologies and the Customer shall not for any reason use or disclose to any person or persons whatever any confidential or secret information relating to the business, computer programs, designs or finances of the other party (insofar as such information is not in the public domain at the time of disclosure other than through either party’s own default) save that such information may be disclosed with the prior written consent of the other party.

Choice of law and jurisdiction

  • Any Agreement shall be deemed to have been entered into and shall be construed, governed and interpreted in accordance with the laws of Belgium, without giving effect to its principles of conflict of law.
  • All disputes in relation to the current agreement are to be submitted to the exclusive jurisdiction of the courts of Louvain. These Courts of Law are expressly recognised and considered as the only competent jurisdictions.