Advertisement

General conditions of sale

Special e-commerce terms and conditions

  1. Scope - These special terms and conditions (hereinafter the "Special Terms and Conditions") are intended to govern the provision of products and services to professional customers, Belgian or foreign, by NEXUS COMMUNICATION S.A., headquartered at Parc Artisanal 11-13B, 4671 BARCHON, Belgium. NEXUS COMMUNICATIONS SA (hereinafter "NEXUS") is registered under number BCE 0841.998.206.

The rights and obligations of NEXUS and the Customer (hereinafter referred to jointly as "the Parties") shall be governed solely by the Special Terms and Conditions, supplemented by the General Terms and Conditions, Legal Information, the Privacy Policy available on the Fleet Europe website (www.fleeteurope.com) and the E-shop website (shop.nexuscommunication.be), all of which documents form the Contract.

  1. Formation of the contract

  1. The Contract governing the supply of goods or services by Nexus is concluded upon completion of the following steps:

  • The Customer selects the E-shop tab on the www.fleeteurope.com website. He also has the option of immediately accessing the E-shop via the shop.nexuscommunication.be website.

  • He is then invited to log in with the e-commerce module via the "Login" interface, with the option of either creating an account (new user) or using an existing account.

  • If the Customer is a new user, he creates an account and, during the creation of the account, provides NEXUS with the following information: title, surname, first name, email, password. He also has the option of adding his date of birth (not mandatory), registering to receive our newsletters or receiving special offers from our partners. He can also skip this step and directly select the product he wishes to order. He will be redirected to create a user account afterwards.

  • The Customer is invited to select the product or service he wishes to order online and to add his order to his cart.

  • He is then asked to confirm the order by clicking on the cart: he is redirected to a page showing a reminder of the merchandise or service ordered and the corresponding price.

  • The Customer is then invited to enter his delivery address and billing address.

  • The Customer is invited to read and accept the special terms and conditions.

  • The Customer is invited to select a payment method, bank transfer or Paypal and enters his bank details.

  • If the Customer selects the Paypal payment option, the Customer enters his bank details and pays for the order.

  • If the Customer opts to pay by bank transfer, the NEXUS bank details are forwarded so that the Customer can proceed with payment by bank transfer.

  • When selecting the method of payment, the Customer receives a complete summary of the order.

  • If the Customer opts to pay via Paypal, the Customer expresses his acceptance and willingness to conclude the order by clicking "I confirm my order".

 
  1. The Customer declares that he has been informed that the Contract is concluded in a firm and final manner with NEXUS when confirming his order, following the order process described above, by checking the box "I accept the special terms and conditions and agree to them unconditionally". He also has the option of reading them.

After confirming his order, the Customer has the right to withdraw or modify his order via the site or the order confirmation email.

  1. An email confirming the order is transmitted to the email address of the Customer as previously entered by him.

  1. The Customer has the option of correcting input errors via the order confirmation email ("You can review your order and download your invoice from the "Order history" section of your customer account by clicking "My account" in our shop.”) and directly via his account in the “Order history and details” tab on the website (see the ‘reorder’ green arrow).

 
  1. Obligations of NEXUS

  1. NEXUS undertakes to make every effort to provide the goods and services offered with professionalism and diligence.

It is agreed that NEXUS is authorised to provide these from its own premises, and therefore remotely, except in the cases and to the extent that a particular service necessitates NEXUS to travel to the Customer’s premises.

  1. NEXUS has all the necessary equipment and infrastructure for the provision of the goods and services offered. Upon execution by the Customer of the obligations set out under Article 4, NEXUS shall implement the necessary means to ensure the continued performance of the Contract in accordance with its provisions.

NEXUS is authorised to subcontract all or part of the contract to supply goods or services to a contractor of its choice. This applies to the online payment service or video conferencing, for example. However, NEXUS disclaims any liability for subcontractors.

  1. Obligations of the Customer

  1. The Customer agrees to pay NEXUS the price agreed under Article 5 of the Contract pursuant to the terms and conditions defined therein.

  1. The goods and services provided to the Customer shall be used at his own risk and under his sole responsibility. The Customer undertakes to use the goods and services provided in accordance with the provisions of this Contract according to any usage guidelines formulated by NEXUS through its Fleet Europe (www.fleeteurope.com) and E-shop (shop.nexuscommunication.be) websites.

Without prejudice to Articles 3.2 and 8, he assumes full responsibility for the use of goods and services provided both in respect of NEXUS and third parties, including customers, employees, suppliers, subcontractors and other users or customers of NEXUS, especially if the damage is due to use of the website that is illegal, abnormal or non-compliant with the legal information of NEXUS.

  1. The Customer is also responsible for the contents and the satisfactory, accurate, complete and updated nature of the information communicated to NEXUS when creating or reviewing his account.

  1. The Customer shall ensure that his communications and IT infrastructure are operational and meet the standard technical requirements for ensuring the provision of the ordered goods and services by NEXUS.

NEXUS shall not be liable for any delay or difficulty with performance of the order that is due to a failure of the Customer’s communication and IT infrastructure.

The Customer waives any claim against NEXUS in any capacity whatsoever for any failure, decommissioning, restriction or suspension of any or all services related to its IT or communications infrastructure, and in particular services provided by telecommunications operators.

  1. Prices and general terms and conditions of payment

  1. The Parties agree on the pricing conditions available here. These conditions are those declared to the Customer during the formation of the contract, pursuant to Article 2.

  1. The Parties agree that the price referred to in Article 5.1 will be charged to the Customer at the time of acceptance of the order by NEXUS, and, in any case, prior to provision of the merchandise or service.

Payment is made by the Customer prior to performance of the Contract by NEXUS; payment is made online via an electronic payment transaction server so that the Customer’s bank details are encrypted and then transmitted securely to the financial institutions concerned. The following payment methods are authorised:

  • Either via the Paypal platform with a credit card.

  • Or by bank transfer

  1. All amounts referred to under the Contract are understood to be exclusive of all taxes, including VAT, which are borne by the Customer.

Offsetting is not authorised unless otherwise agreed.

Assuming, as an exception, that products or services must be paid for by the Customer within 30 days of the date of issuance of the invoice by NEXUS, the following provisions shall apply:

  • In case of delayed payment, the Customer shall be liable to the Contractor, rightfully and without notice, for a lump sum of 12% of the outstanding amounts and default interest at the rate of 10% per annum. In addition, NEXUS reserves the right to restrict or suspend the performance of all or part of its obligations in case of late payment, without prejudice to its right to terminate the contract without prior notice.

  • The termination of the Contract shall render payable all invoices issued by NEXUS, who shall be further compensated by the Customer for any losses sustained due to the termination of the Contract.

  • Any dispute relating to invoices must be made in writing within eight days of the date of receipt of the invoice by the Customer. The claim must always mention the date and number of the disputed invoice.

  • Any costs of collection of invoices due to the Contractor, whether amicably or by legal means, such as fees for formal notification, sending of payment reminders, fees of debt collection companies, lawyers and bailiffs, or any other court fees will be charged to the Client.

  1. Price revision

  1. NEXUS is authorised to adjust the prices agreed under Article 5 in the event of tacit renewal of the Contract. This adjustment will be based on the movement of the index of the reference salary in the technology industry established by AGORIA by using the following formula:

P2 = (0.2 x P1) + (P1 x i2 / i0], where:

  • P2 = new price applicable after review;

  • P1 = price applicable prior to review;

  • i0 = Agoria index for the month preceding the month of signing the Contract;

  • i2 = Agoria index for the month preceding the review.

 
  1. Force majeure

  1. No Party shall be required to discharge its obligations in the event of force majeure, including natural disasters, acts and orders of the competent authorities, acts of terrorism or war, and any other event that was not reasonably foreseeable and surmountable.

The Parties agree that the failure or malfunction of the Customer’s computer and telecommunications equipment do not constitute force majeure.

  1. In case of force majeure, the obligations of the affected Party are suspended until the end of the circumstances hindering the performance of these obligations. If the state of force majeure lasts for more than 30 days, each of the Parties has the right to terminate the Agreement by notifying the other party. Any indemnity or compensation is excluded in this case.

  1. Limitations of liability

  1. Neither Party shall be liable for indirect damage such as commercial and financial losses, loss of anticipated profits or anticipated savings, loss of customers, image or opportunity.

In any event, the total liability of NEXUS under the Contract shall be limited to the amount of the Customer's order.

The limitations of liability established by this Article shall not apply in the following cases:

  • fraud or gross misconduct by the offending Party

  • violation by the Customer of the intellectual property rights of NEXUS.

  1. NEXUS may on no account be held liable for the consequences of the use of the products and services by the Customer, in particular on the Customer’s IT or telecommunications network or infrastructure.

The Customer hereby acknowledges that NEXUS shall not be liable in the event that it transpires that the products and services do not meet the needs of the Customer or are incompatible with the Customer’s IT or telecommunications infrastructure, and in particular:

  • because of incomplete, inaccurate or out-of-date information provided by the Customer to NEXUS;

  • or in cases where the products or services are used in a way that is unreasonable, illegal or inconsistent with the instructions for use;

  • or in the event that the goods or services have been modified or altered, directly or indirectly, by the interventions of the Customer or a third party on the telecommunications network or IT network, or were the subject of illegitimate use, or have been affected by the presence of viruses on the network or files altering their use.

  1. NEXUS cannot be held liable for the temporary unavailability of its websites or products or services offered or ordered by the Customer, in any capacity whatsoever, particularly when this lack of availability is due to:

  • maintenance of websites

  • to a malfunction, limitation or shutdown, in any capacity whatsoever, of any component of the NEXUS or Customer’s IT or communication infrastructure, including a failure or restriction, suspension or removal of services by the telecommunications operator in any capacity whatsoever

  • to any breach attributable to a third party.

  1. Intellectual property of NEXUS

The Customer acknowledges that NEXUS retains full ownership of its expertise and Intellectual Rights, of any kind, relating to products and services offered by NEXUS under the Contract. The Contract imposes no sale of these Intellectual Rights or the expertise of NEXUS to the Customer.

  1. Processing of personal data

To the extent that the provision of goods and services involves the processing of personal data by NEXUS, NEXUS shall perform such processing in accordance with the Belgian Law of 8 December 1992 on the protection of privacy in the processing of personal data. NEXUS shall implement reasonable technical and organisational measures to safeguard the confidentiality of data in accordance with the Privacy policy available here.

  1. Advertising - references

NEXUS has the right to communicate publicly about the existence of the Contract and to mention the name of the Customer and/or his logo in its customer list.

  1. Final provisions

  1. Good faith. The Parties shall cooperate in good faith and proactively as part of the Contract. They shall communicate to each other all relevant information for the proper performance of the Contract.

  1. Entire Agreement. The Contract contains the entire agreement of the Parties on the rights and obligations thereof in relation to the Services to be provided by NEXUS to the Customer, to the exclusion of any other document (general terms and conditions of the Customer or third parties, business documents, charters, etc.). The Parties agree that there may only be a derogation to the Contract if NEXUS has granted its prior written consent.

Acceptance by NEXUS of purchase orders issued by the Customer or the sending of an order confirmation to the Customer do not constitute waiver of the application of the Contract. Moreover, if NEXUS has expressly consented to waive the Contract, it shall remain applicable in a supplementary manner.

  1. The Customer represents and agrees that, pursuant to Article XII.15 of the Economic Law Code, the Contract and its formation process as described in Article 2 comply with the formal legal or regulatory requirements relating to the contractual process, in particular, in relation to the features of the www.fleeteurope.com and shop.nexuscommunication.be websites.

Similarly, the Parties recognise the strength and the probative value of any email exchanged between them via messaging software, provided that this mail is comprised of a series of signs intelligible and accessible for future reference. The Parties undertake not to contest the probative value of an email simply because it does not have an electronic signature (advanced) within the meaning of the law of 9 July 2001 laying down rules on the legal framework for electronic signatures and certification services.

  1. No waiver The failure of either Party to avail itself of a provision of this Contract or the failure of the other Party to comply with any of the obligations under the Agreement may not be interpreted for the future as a waiver of such a right or obligation.

  1. Independence. The Parties are independent entities. The Contract does not constitute a working contract between them; it does not constitute a partnership, joint venture, association or any legal or de facto entity. The Contract on no account authorises either Party to represent or bind the other party.

  1. Conciliation. In the event that difficulties arise in relation to the formation, implementation or interpretation of the Contract, the Parties shall seek an amicable solution as a priority. In the event that no amicable agreement has been reached within 30 days of notification by a Party of its desire to implement the conciliation, the dispute shall be brought before the Court chosen by Parties in accordance with Article 12.9, by the more diligent Party.

  1. Partial invalidity. If any provision of this Agreement is declared invalid in application of a law or regulation or following a final decision of a competent court, it shall be deemed unwritten, other clauses still retaining all their effects and scope. The Parties may by mutual agreement agree to replace the cancelled stipulations by means of an amendment. The Parties undertake to replace the invalid provision by another provision that will meet the initial common objectives of the Parties.

  1. Headings. In case of difficulty of interpretation between any of the headings and any of the clauses, the contents of the Contract clauses shall prevail over their heading.

  1. Applicable law - competent courts. The Agreement is governed by Belgian law. All disputes arising out of or in connection with the formation, implementation or interpretation of the Contract shall be subject to the exclusive jurisdiction of the Commercial Court of Liège.

The Customer agrees not to challenge the law applicable to the Contract or the jurisdiction of the Commercial Court of Liege.

  1. Capacity - powers. Each Party guarantees that it has full capacity to enter into the Contract and to be bound by all its provisions. It guarantees also, if applicable, that the Contract signatories have sufficient powers to commit it.

  1. Intuitu personae. The identity of the Customer is an essential condition of the Contract. The Customer may not transfer its rights and obligations to third parties without the prior consent of NEXUS.

Advertisement