General terms and conditions of IQM Solutions bvba.

Article 1. Identity of the entrepreneur

IQM Solutions bvba
Kruisstraat 16
9090 Melle

Telephone number: 09 / 336.37.38 - 0476 / 06.11.05
Enterprise number: 0807.518.169

Article 2. General

1. The general terms and conditions apply to and form an integral whole with all offers, quotations, orders and agreements between IQM Solutions and a client, to which IQM Solutions has declared these terms and conditions applicable, insofar as the parties have not explicitly deviated from these terms and conditions.
2. If any of the provisions of these terms and conditions is void or is voided, the remaining provisions of these terms and conditions will remain in full force and the parties will enter into consultation in order to agree new provisions to replace the invalid or voided provisions, whereby as far as possible purpose and scope of the invalid or annulled provision.
3. If an offer, quotation or agreement explicitly deviates in writing from any provision of these general terms and conditions, the other terms and conditions of these general terms and conditions will continue to apply in full.

Article 3. Offers and conclusion of the agreement

1. All quotations or offers from IQM Solutions are without obligation, unless a period for acceptance is stated in the quotation. The prices stated in an offer are exclusive of VAT, unless stated otherwise. Quotations or offers are handed over to the client by post, by material carrier or by electronic means.
2. Offers from IQM Solutions are based on information provided by the client, on the basis of which the best possible estimate of the nature, duration and gravity of the assignment is made.
3. Agreements are concluded at the time of receipt of a signed offer and / or order confirmation, or IQM Solutions has made a start on the execution of the order. Agreements replace and replace previous correspondence, agreements, documentation and / or other information.

Article 4. Implementation of the agreement

1. IQM Solutions implements the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. If and insofar as the proper execution of the agreement requires, IQM Solutions has the right to have certain work done by third parties.
3. The client ensures that all data, of which IQM Solutions indicates that they are necessary or of which the client should reasonably understand that they are necessary for the execution of the agreement, is provided to IQM Solutions in a timely manner. If the data required for the implementation of the agreement have not been provided to IQM Solutions in time, IQM Solutions has the right to suspend the implementation of the agreement and / or charge the additional costs resulting from the delay to the client in accordance with the usual rates. to bring.
4. If it has been agreed that the agreement will be implemented in phases, IQM Solutions can suspend the implementation of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.

Article 5. Contract duration, execution period

1. The agreement is entered into for an indefinite period of time, unless the parties expressly agree otherwise.
2. If within the duration of the agreement a period has been agreed for the completion of certain activities, then this is not a deadline, unless explicitly agreed otherwise. If the execution period is exceeded, the client must give IQM Solutions written notice of default.
3. If it has been agreed that the execution of the agreement will take place in phases, IQM Solutions will only commence the execution of work that belongs to a following phase, after the client has approved the results of the preceding phase.

Article 6. Amendment of the agreement

1. If during the execution of the agreement it appears that for a proper execution it is necessary to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the implementation may be affected. IQM Solutions will inform the client of this as soon as possible.
3. If the change or supplement to the agreement has financial and / or qualitative consequences, IQM Solutions will inform the client about this in advance. If a fixed fee has been agreed upon, IQM Solutions will indicate to what extent the change or supplement to the agreement will result in this fee being exceeded.
4. Contrary to paragraph 3, IQM Solutions will not be able to charge additional costs if the change or supplement is the result of circumstances that can be attributed to it.

Article 7. Duration and cancellation of the agreement

1. The agreement ends by operation of law when the duration of the agreement expires. The agreement can be extended with the written consent of both parties under the conditions and provisions laid down in the agreement, or under other conditions in consultation with IQM Solutions.
2. Both parties can cancel the agreement in writing at any time. In that case, the parties must observe a notice period of at least three months.

Article 8. Fee

1. For offers and agreements in which a fixed fee is offered or agreed, the members 2, 4, 5 and 6 of this article apply. If no fixed fee is agreed upon, the paragraphs 3, 4, 5 and 6 of this article apply.
2. The parties can agree a fixed fee upon the conclusion of the agreement. The fixed fee does not include VAT.
3. If no fixed fee is agreed, the fee will be determined on the basis of the hours actually spent. The fee is calculated according to the hourly rates of IQM Solutions included in the agreement.
4. For orders with a duration of more than 1 month, the costs due will be charged monthly.
5. If IQM Solutions agrees a fixed fee or hourly rate with the client, IQM Solutions is nevertheless entitled to increase this fee or rate. IQM Solutions may pass on increases in wages and prices. Such an increase can only be charged to the client if it has been notified to him before the commencement date.
6. If the increase is more than 10%, the client has the right to cancel the agreement with immediate effect.

Article 9. Payment

1. Payment must be made within fourteen days after the invoice date, by transferring the amount due to the bank account of IQM Solutions at ING Bank, bank account number IBAN BE87 3630 4218 1094 - BIC: BBRUBEBB in the name of IQM Solutions.
2. If the client fails to pay an invoice on time, the client is legally in default. The client owes an interest of 1% per month, unless the legal interest is higher, in which case the legal interest is due. The interest on the claimable amount will be calculated from the moment that the client is in default until the moment of payment of the full amount due.
3. In the event of liquidation, bankruptcy or legal agreement of the client, the obligations of the client will be immediately due and payable.
4. Payments made by the client will first of all be used to settle all interest and costs owed, and secondly to claim invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.
5. Payment must be made without discount or settlement.

Article 10. Defects, complaint period

1. Complaints about the work performed must be reported by the client to IQM Solutions in writing by registered letter within eight days after discovery, but no later than fourteen days after completion of the work concerned.
2. If a complaint is justified, IQM Solutions will still perform the work as agreed, unless this has meanwhile become futile for the client. The latter must be made known in writing by registered letter by the client.
3. Even if the client complains in time, his obligation to pay remains.

Article 11. Collection costs

1. If the client is in default or omission in the (timely) fulfillment of his obligations, then all reasonable costs for obtaining satisfaction out of court will be borne by the client. However, if IQM Solutions has incurred higher costs for collection that were reasonably necessary, the costs actually incurred are eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the client. The client also owes interest on the collection costs.
2. The client owes IQM Solutions the judicial costs incurred by IQM Solutions in all instances, except to the extent that the client demonstrates that these are unreasonably high. This only applies if IQM Solutions and the client conduct legal proceedings with regard to an agreement to which these general terms and conditions apply and a court decision becomes final and final and the client is fully or largely unsuccessful.

Article 12. Liability

1. IQM Solutions is not liable for damage of whatever nature caused by IQM Solutions based on incorrect and / or incomplete data provided by the client, unless it should have been aware of this inaccuracy or incompleteness.
2. The liability of the parties due to an attributable shortcoming in the performance of an agreement arises only if the one party immediately and properly declares the other party to be in default in writing, thereby stipulating a reasonable period of time to settle the shortcoming of its obligations. The notice of default must contain as detailed a description as possible of the shortcomings, so that parties are able to respond adequately.

Article 13. Force majeure

1. The parties are not obliged to fulfill any obligation towards the other if they are prevented from doing so as a result of a circumstance that is not due to fault, and neither under the law, a legal act or generally accepted views are at their expense. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood by law and jurisprudence, all of external causes, foreseen or unforeseen, over which IQM Solutions cannot influence, but as a result of which IQM Solutions is unable to meet its obligations. . IQM Solutions also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after IQM Solutions should have fulfilled its obligation.
2. Parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to terminate the agreement, without obligation to compensate damage to the other party. Insofar as IQM Solutions at the time of force majeure has partly fulfilled its obligations under the agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled is assigned independent value, IQM Solutions is entitled to fulfill or to fulfill the part already fulfilled. come to invoice separately. The client is obliged to pay this invoice as if it were a separate agreement.

Article 14. Indemnity

The client indemnifies IQM Solutions against any claims from third parties that suffer damage in connection with the implementation of the agreement and whose cause is attributable to others than IQM Solutions. If IQM Solutions should be approached by third parties on that basis, then the client is obliged to assist IQM Solutions both outside and in court and to immediately do everything that may be expected of it in that case. If the client fails to take adequate measures, IQM Solutions is entitled to do so itself without notice of default. All costs and damage on the part of IQM Solutions and third parties that arise as a result are integrally for the account and risk of the client.

Article 15. Termination of the contract

1. The claims of IQM Solutions on the client are immediately due and payable in the following cases:
a. after the conclusion of the agreement IQM Solutions becomes aware of circumstances that give IQM Solutions good reason to fear that the client will not fulfill his obligations;
b. if, at the conclusion of the agreement, IQM Solutions has asked the client to provide security for compliance and this security is not provided or is insufficient.
2. In the cases referred to in paragraph 1 of this article, IQM Solutions is authorized to suspend further implementation of the agreement, or to terminate the agreement, all without prejudice to IQM Solutions' right to claim damages.
3. If circumstances arise with regard to persons and / or material that IQM Solutions uses or is likely to use in the execution of the agreement, which are of such a nature that the execution of the agreement is impossible or so inconvenient and / or disproportionately expensive is that compliance with the agreement can no longer reasonably be required, IQM Solutions is authorized to dissolve the agreement.

Article 16. confidentiality

Both parties are obliged to maintain the confidentiality of all confidential information that they have received from each other or from another source in the context of their agreement. Information is considered confidential if this is stated by the other party or if this results from the nature of the information.

Article 17. Intellectual ownership

1. All documents provided by IQM Solutions, such as reports, advice, designs, sketches, drawings, software, working methods, (model) contracts and other mental products of IQM Solutions and that in the broadest sense of the word, are exclusively intended to be used by the client and may not be reproduced, made public or made known to third parties, whether or not by engaging third parties, without the prior permission of IQM Solutions.
2. IQM Solutions also reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties.

Article 18. Applicable law

Belgian law applies to every agreement between IQM Solutions and the client. In the event of a dispute, only the courts of the East Flanders district have jurisdiction.