Capax Biobased Development
General Terms & Conditions
ARTICLE 1 - SCOPE
1.1 These general terms and conditions (hereinafter “Terms and Conditions”) shall apply to all offers and agreements for the provision of consulting services (hereinafter the “Services”) by CAPAX environmental services BVBA, having its registered offices at 1861 Meise (Belgium), Papenboskant, 57 and registered in the Crossroads Bank for Enterprises under no. 0867.046.178.
1.2 The acceptance of an offer of CAPAX automatically implies the acceptance of these Terms and Conditions, with the exclusion of any other possible terms and conditions from the Client and/or from any third party. Any derogation from these general conditions must be made in a written and explicit agreement.
ARTICLE 2 -AGREEMENT
2.1 CAPAX’ offers are in writing and are valid until the fifteenth (15th) day following the day of the offer, unless otherwise provided in the offer. Within this term CAPAX may withdraw its offer at any time, in as far as it has not yet been unconditionally accepted in writing by the Client. The acceptance of an offer by the Client irrevocably binds the Client, unless provided otherwise by overriding mandatory provisions in the applicable law.
2.2 If the Client places an order which does not relate to an offer, which is not completely conform to the offer made by CAPAX or which relates to an expired offer, an agreement will only come into existence after explicit and written acceptance of the order by CAPAX. The present Terms and Conditions are applicable to any agreement resulting from the acceptance of such offer by Capax, with the exclusion of any other possible terms and conditions from the Client and/or from any third party including those mentioned on the order, if any.
2.3 CAPAX’ obligations pursuant to this agreement are obligations of means and not result.
ARTICLE 3 - PRICE AND PAYMENT
3.1 CAPAX shall invoice its fees every month. All prices are excluding value added tax (VAT) and other duties imposed by authorities, which will be exclusively borne by the Client. CAPAX retains the right to require that the Client pays an amount in advance.
3.2 All prices stated on offers mentioned by CAPAX apply only to those offers and can, at any time prior to be acceptance by the Client, be revised.
3.3 All invoices are payable at the registered offices of CAPAX and must be paid by the Client within 15 days of the invoice date, unless the invoice concerned specifies another term. Payment will take place without deduction, compensation or suspension on whatsoever basis. Any dispute concerning any invoice shall be notified by the Client in writing to CAPAX within 8 days after invoice date but shall not under any circumstances result in the invoice payment being postponed or suspended.
3.4 The total or partial non-payment of an invoice at its due date immediately renders all other CAPAX’ invoices under all agreements concluded with the Client payable, whether or not they are due and without the need for any notice of default to that effect. An interest of twelve (12)% per year, as from the due date until the date of full payment, commencing on the day after the expiry of the payment term, whereby a part of a month is calculated as a full month, will be charged on the outstanding amounts. Furthermore, a lump sum and irreducible indemnity of [ten (10)% of the unpaid amount of the invoice, with a minimum of one hundred (100) € per invoice, will be due to indemnify all administrative and recovery costs, the costs of proceedings and judicial recovery not being included, and without prejudice to CAPAX’ right to demonstrate the existence of and claim the compensation of more important costs and other damages.
3.5 A payment by the Client is applied firstly to reduce the collection charges, subsequently to reduce the interest owed and then to reduce the principal sum. If the Client leaves several invoices unpaid, a payment with due regard to the provisions of the previous sentence is applied firstly to the oldest invoice and subsequently to the next oldest invoice, etc.
ARTICLE 4 - DURATION, TERM AND TERMINATION
4.1 Unless otherwise agreed by the Parties, the agreement with CAPAX is of indefinite duration and each Party may terminate the agreement at any time for any reason by sending to the other Party a three months[ME1] prior notice by registered mail.
4.2 CAPAX is entitled to suspend at any time and without prior notice the delivery and/or further execution of the Services under this agreement as well as the services under other agreements concluded with the Client, in case of non-compliance by the Client with its obligations under this agreement, including non-payment upon due date, or in case the Client violates applicable laws or the rights of third parties. This right of suspension applies until the time that the Client is no longer in breach at a later date, unless CAPAX has in the meanwhile exercised its right to terminate the agreement. All this does not affect the right of CAPAX to compensation.
4.3 CAPAX has the right to terminate at any time the agreement forthwith and without prior notice nor compensation by sending a written notice of termination to the Client specifying the reasons for the termination, if any of the following events occur:
(i) the Client materially breaches any of its obligations under these Terms and Conditions and, notwithstanding a written request from CAPAX to refrain from such a breach in the future and, if possible, to prevent such a breach or breaches from occurring in the future and to rectify the situation, fails to comply with such a request within the mentioned period;
(ii) any invoice of CAPAX remains unpaid 7 business days after the first notice of default requiring payment;
(iii) an event of Force Majeure, as defined under ARTICLE 9 - below, prevails for a period in excess of three months;
(iv) the Client becomes insolvent or enters liquidation, a petition in bankruptcy is filed for it or a receiver is appointed in respect of the Client.
Termination under this section does not preclude CAPAX from claiming indemnification for the damages incurred due to the Client’s default or negligence or due to the Agreement termination.
ARTICLE 5 - INTELLECTUAL PROPERTY
5.1 Subject to Client’s compliance with all duties pertaining to these Terms and Conditions, CAPAX, owner of the deliverables and related intellectual property rights, grants to the Client a non-exclusive licence right to the portion of the deliverables consisting solely of written reports, analyses, and other working papers prepared and delivered by CAPAX to the Client in the course of the Services as described in the Offer, provided that the Client will exercise its rights for its internal business operations only and will not resell or distribute the Deliverables to any third party.
5.2 CAPAX retains the right to use the knowledge, acquired through the execution of the activities, for other purposes, insofar as in the course of this no confidential information is brought to the knowledge of third parties.
ARTICLE 6 - PRIVACY
6.1 The Parties confirm that, in the scope of the agreement, CAPAX will not process any personal data, as defined under the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, on behalf of the Client.
ARTICLE 7 - LIABILITY
7.1 Except in the case of gross or intentional negligence or wilful misconduct, CAPAX is not responsible for any damages incurred by the Client and resulting from the use of the Services, regardless of the reason, including any damages resulting from any advice, recommendations, information, budgets, etc. provided by CAPAX.
7.2 Except in the case of wilful misconduct on the part of CAPAX, CAPAX’ liability is limited for each damage having the same cause, whatever the reasons and problems encountered, to the payment of the invoice amount (excl. VAT) of the Service over 3 months of provision of the Services. Such limitation applies regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory.
7.3 The Parties expressly agree that CAPAX shall in no event be liable for any consequential, indirect or incidental damages regardless whether these could be foreseen or not (e.g. loss of profits, costs for acquiring an equivalent service, loss of opportunities, loss of data, etc.), irrespective of the cause of the liability.
7.4 Any action to claim damages, on whatsoever basis, and whether or not in court, must be brought within three months after the event concerned on which basis the Client is of the opinion that CAPAX is liable for the damage suffered by the Client.
ARTICLE 8 - FORCE MAJEURE
8.1 Neither Party shall be liable to the other for any failure to perform any obligation which is due to an event beyond the control of such Party including but not limited to any terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or manmade eventuality outside of his/her/its control, which causes the failure to perform any obligation or the termination of the Agreement entered into, nor which could have been reasonably foreseen.
8.2 Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the Terms and Conditions. The obligations of the affected Party shall be reduced and deadlines shall be prolonged for the duration of the force majeure. Both Parties shall use all reasonable endeavours to limit the consequences of the force majeure on the Agreement as much as possible.
ARTICLE 9 - MISCELLANEOUS
9.1 Failure of either Party to insist upon strict performance of any provision or of any agreement contained in these Terms and Conditions or the failure of either Party to exercise any right or remedy to which it is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this or any agreement. No waiver of any of the provisions of these Terms and Conditions or any Agreement shall be effective unless it is expressly stated to be such and signed by both Parties.
9.2 If any of the present provisions are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these Terms and Conditions and the remaining provisions will continue to apply. The Client and CAPAX shall negotiate in good faith in order to replace the invalid or unenforceable provision by a valid and enforceable one, which should be as close to the purpose of the original one as possible.
ARTICLE 10 - CHOICE OF LAW AND JURISDICTION
10.1 These Terms and Conditions and all relationships between CAPAX and the Client are subject to Belgian law.
10.2 Any disputes arising from any agreement subject to these Terms and Conditions are under the exclusive jurisdiction of the courts and tribunals of Brussels.
IN THE EVENT OF DISCREPANCY BETWEEN THE ENGLISH VERSION AND ANY OF THE OTHER LINGUISTIC VERSIONS OF THESE TERMS AND CONDITIONS, THE ENGLISH LANGUAGE VERSION SHALL PREVAIL.