General Terms and Conditions of LS Innoventa (BV)
1. General Provisions
1.1. In these general terms and conditions, the following definitions apply:
- LS Innoventa: Limited Liability Company (BV) LS Innoventa with its registered office at 3600 Genk Toekomstlaan 29, registered with the VAT administration under the number BE 0665.643.296.
- Client: any Belgian company or representative of Belgian government authorities that enters into an agreement with LS Innoventa.
1.2. Applicability of these terms
These general terms and conditions apply to all offers, requests, communications, and any purchase and sale agreement between LS Innoventa and the Client. By signing the purchase-sale agreement, the Client confirms that they have read and approved these general terms and conditions and agrees to them. These terms come into effect on December 1, 2017, and apply indefinitely. The general terms and conditions always take precedence over any differing conditions of the Client. Additional conditions of the Client are excluded unless they have been previously and explicitly accepted in writing by LS Medical. The representative of the Belgian government authorities must present a valid authorization that unequivocally shows they are authorized to validly represent the relevant government authority when entering into an agreement with LS Innoventa.
1.3. Personal data of the Client
The Client has the right to access and correct their personal data.
2. Offer, Prices, and Formation
2.1. Offer and Prices
The offers made by LS Innoventa are entirely without obligation; they are valid for 30 days unless explicitly stated otherwise. The offers bind LS Innoventa only after written approval from the competent body of LS Innoventa. LS Innoventa is authorized to amend or withdraw an offer after acceptance by the Client, provided this takes place without delay. The prices stated in an offer are exclusive of VAT unless otherwise indicated and exclusive of other costs related to the sale or delivery.
2.2. Formation of the Agreement
An agreement is only concluded by confirmation of the delivery order (i.e., order confirmation or purchase order) or if LS Innoventa has started executing the order. Each agreement is entered into by LS Innoventa on the condition that the Client is and remains sufficiently creditworthy. LS Innoventa is entitled to request information from the Client to assess their creditworthiness. The Client is obliged to provide sufficient security for fulfilling their contractual obligations to LS Innoventa at LS Innoventa's first request. LS Innoventa is also entitled to suspend the execution of the agreement until such a request is satisfactorily met.
3. Content of the Agreement
3.1. Delivery Time
The delivery times stated by LS Innoventa are indicative and are not binding unless explicitly and in writing agreed otherwise between the parties. From the time of delivery, the Client is fully liable for the delivered goods and objects. If delivery is delayed, the Client must notify LS Innoventa in writing, giving LS Innoventa a reasonable period of at least 14 working days to fulfill its obligations. If the agreed delivery time exceeds 30 working days and LS Innoventa foresees that it will not be able to fulfill its obligations due to circumstances beyond its control, the Client has the right to dissolve the agreement without being able to claim compensation to the detriment of LS Innoventa. No delay in delivery time entitles a change in the general terms and conditions.
3.2. Delivery
Unless explicitly agreed otherwise, the warehouses of LS Innoventa in Baal (Belgium) are considered the place of delivery. If a part of the order is ready, LS Innoventa is free to deliver this part at its discretion or wait until the entire order is ready.
3.3. Transport
If another place is designated for delivery, the goods to be delivered by LS Innoventa will be transported using its own means of transport or by carriers designated by LS Innoventa unless explicitly agreed otherwise. The costs of this transport are borne by the Client unless otherwise stated in writing.
3.4. Prices and Price Increase
The price includes the price of the goods and the costs of packaging. Costs of any transport, delivery, and installation, and legally applicable charges are not included unless explicitly stated otherwise. If LS Innoventa agrees with the Client on a certain price, LS Innoventa is nonetheless entitled to increase the price. LS Innoventa is not obliged to notify this in advance. LS Innoventa is required to specify the price increases as soon as possible to the Client. The provisions mentioned in paragraph 2 apply to all interim price changes, including (but not limited to) price changes by suppliers of LS Innoventa. LS Innoventa is entitled to dissolve the agreement if incorrect prices have been established due to technical failures.
3.5. Payment
All orders are payable immediately and in cash in Euros (€) at the registered office of LS Innoventa at the time of concluding the agreement. The Client's right to set off any claims against LS Innoventa is explicitly excluded. The Client is deemed to agree with the invoice if any complaints/objections are not reported in detail and in writing by registered letter to LS Innoventa within three (3) working days after sending the invoice. Any complaint does not relieve the Client of their payment obligation. In the event of non-payment on the due date of the invoice, the Client is legally and without any prior notice or default interest liable for a conventional delay interest of 10% per year on the outstanding balance with a minimum interest as follows from the provisions of Article 5 WBBH. If the principal amount and delay interests are not paid within 15 working days after sending a reminder by registered letter, all unjustified delays in payment of LS Innoventa's invoices will automatically and without the need for prior notice result in an increase of 10% of the originally invoiced amount as a lump-sum compensation with a minimum of € 25000. LS Innoventa's entire claim, including the part that has not yet been collected or has not yet been charged in an invoice, is immediately and fully due:
In case of non-punctual payment of amounts owed by the Client;
If the Client is declared bankrupt, applies for or obtains judicial reorganization, loses its legal personality, or is dissolved or liquidated;
In the event of transfer or merger in the Client's head;
If any attachment is made at the expense of the Client.
4. Final Provisions
4.1. Explanation
If one or more provisions of the agreement or these general terms and conditions prove to be invalid or no longer valid, the agreement and these general terms and conditions will remain in force for the rest. The invalid or no longer valid provisions will be replaced by provisions that as closely as possible match the intent of the provisions to be replaced.
4.2. Applicable Law
These general terms and conditions and all offers and agreements to which they apply are governed by Belgian law. The Client representing Belgian government authorities undertakes to comply correctly with the Belgian regulations for public procurement based on European regulations. If the Belgian regulations for public procurement explicitly provide for other delivery terms, payment rules, invoicing, and any due accessories, these general terms and conditions must be deviated from. The Client representing Belgian government authorities must check no later than 5 weeks before contract conclusion whether these general terms and conditions conflict with Belgian regulations. Any conflicts must be reported to LS Innoventa no later than 4 weeks before contract conclusion by registered letter with acknowledgment of receipt. LS Innoventa reserves the right to withdraw from the purchase-sale agreement with the Client representing Belgian government authorities within 1 week of receiving the registered shipment. The operation of the Vienna Sales Convention is explicitly excluded.
4.3. Competent Court
All disputes between LS Innoventa and the Client arising from the offer or the agreement to which these general terms and conditions apply will be exclusively settled by the Justice of the Peace in Hasselt or the courts of the judicial district of Hasselt.
4.4. Costs and Procedural Compensation
LS Innoventa has the right to request reimbursement of all costs incurred by LS Innoventa for the collection of the outstanding invoice, such as lawyer's fees, administration costs, costs of registered shipments, etc. The enumeration of collection costs is exemplary and not exhaustive. The parties sincerely and explicitly strive for extrajudicial dispute resolution. For this reason, they expressly and deliberately agree to always adhere to the basic rate of the updated amounts of the procedural compensation, including handling on opposition.