General terms & conditions Astra+

Updated on 12.01.2024

Article 1 – Scope of Application
These general terms and conditions of sale apply to all quotations, orders, and agreements entered into by VANNEELS bv, trading under the name Astra+ and hereinafter also referred to as ‘ASTRA+, and with its registered place of business at Dijksteinlaan 12, 2800 Sint-Katelijne-Waver, Belgium. These terms and conditions shall prevail in the event of any conflict between these terms and those of the customer. The customer's terms and conditions, including any amendments to ASTRA+’s terms, shall only be binding on ASTRA+ if ASTRA+ has expressly and in writing accepted such amendments in advance. In case one or more provisions conflict or are inconsistent with the provisions set out in a contractual document, the latter shall prevail.

Article 2 – Formation of the Agreement
Quotations by ASTRA+ are only valid if they include a validity period. Orders and agreements are only binding after written confirmation by ASTRA+ or by the issuance of the invoice.

Article 3 – Price and Delivery Times
The price is as stated in the quotation. However, the prices and charges shown in ASTRA+’s price list may be changed at any time, without prior notice, in accordance with changes in fixed and/or variable costs. In such case, the new price stated on the front of the invoice shall apply. Dates and delivery terms are indicative only and not binding for ASTRA+, unless explicitly agreed otherwise in writing. Exceeding such dates does not entitle the buyer to any compensation and/or cancellation of their order.

Article 4 – Payment
Unless otherwise stated on the invoice, all invoices from ASTRA+ are payable in cash. Any invoice not paid within 30 days shall accrue interest at 10% per annum from the due date. In the event of non-payment on the due date, a conventional fixed compensation of 10% of the invoice amount, with a minimum of €150, shall also be payable. The interest and fixed compensation are automatically due on the due date, without prior notice of default. Any applicable taxes and import duties are at the customer’s expense. If ASTRA+’s confidence in the customer’s creditworthiness is undermined by enforcement actions or other identifiable events that question or impede the proper execution of the customer’s obligations, or in case of late payment, ASTRA+ reserves the right to demand guarantees and/or suspend remaining deliveries, without any formalities and without prejudice to all ASTRA+’s rights. ASTRA+ reserves the right to cancel the entire order or part thereof, even if the goods and/or services have already been delivered in whole or in part. In such cases, compensation as stated in Article 5 shall apply.

Article 5 – Termination
Any cancellation must be made in writing and is only valid if accepted in writing by ASTRA+. In case of unilateral termination by the customer of an agreement regarding the delivery of goods and/or services before delivery, the customer owes ASTRA+ a compensation of 30%. Any costs already incurred by VANNEELS are to be borne by the customer. If the damage suffered by ASTRA+ exceeds 30%, ASTRA+ reserves the right to claim higher compensation.

Article 6 – Testing and Installation of Goods and Services
The customer is responsible for the installation and testing of the goods and/or services delivered by ASTRA+. Upon request by the customer and subject to approval by ASTRA+, ASTRA+ will perform the installation at the applicable rates at that time.

Article 7 – Acceptance of Goods and Services
The customer is deemed to have definitively accepted the goods delivered by ASTRA+, unless ASTRA+ is notified in writing of a defect within 10 days after delivery or discovery of a hidden defect. If the complaint is admissible and justified, ASTRA+’s liability is limited to the price of the delivered goods. No other damage suffered by the customer or third parties will be compensated. The services delivered by ASTRA+ are deemed fully accepted by the customer upon delivery.

Article 8 – Transfer of Ownership
No transfer of ownership shall take place.

Article 9 – Intellectual Property Rights
All intellectual property rights (including but not limited to copyrights, patent rights, trademarks, trade secrets, methods, procedures, and know-how) related to ASTRA+’s goods and services remain the exclusive property of ASTRA+ and/or third parties. The customer undertakes to respect these rights and acknowledges that they are granted limited usage rights only. The information and documentation provided to the customer may not be copied or shown and/or given to third parties, in whole or in part, in any form whatsoever. It may only be used for the purpose for which it was provided. The customer agrees to be bound by the license terms applicable to these products and services. A copy of the license terms is available upon simple request.

Article 10 – Warranty and Liability
VANNEELS guarantees that the goods substantially conform to the product specifications as stated in the license agreement. Warranty and liability for third-party goods delivered by ASTRA+ are limited to the warranty given by the third party as specified in the license conditions applicable to such goods, which the customer may request before purchase.

All services are provided "as is." This warranty only applies to the extent that the customer can demonstrate the defects occurred under normal or prescribed usage conditions. The warranty does not apply in the case of improper installation, poor maintenance, unqualified repairs, or unauthorized modifications by the customer.

ASTRA+ is only liable for direct damage caused to the customer if the customer proves the damage and ASTRA+ acknowledges its validity. Compensation will not exceed the invoiced amount or the rate for the products and/or services that caused the damage, and shall in any case be limited to a maximum of €10,000 per claim.

ASTRA+ is not liable for unforeseeable, consequential, or indirect damages (including but not limited to commercial or financial losses, loss of customers, loss of data, or claims by third parties). ASTRA+ does not compensate damage caused by hardware, software, or other products and/or services provided by other parties. Nor is it liable for damage caused by the fault of the victim or a third party. Any claim under this article must be made in writing within 5 days of the occurrence of the damage.

Article 11 – Force Majeure
In case of force majeure—such as fire, strikes, riots, negligence by suppliers, or any action beyond ASTRA+’s control - ASTRA+ shall not be liable for deficient and/or delayed performance of all or part of its obligations. If a product and/or service cannot be delivered due to force majeure, ASTRA+ reserves the right to terminate the agreement without compensation. Current or future import/export restrictions that hinder ASTRA+’s delivery shall also be considered force majeure.

Article 12 – Export and Import Regulations
Export under these terms is subject to obtaining, where applicable, the necessary export and/or import licenses or authorizations from the country of origin for delivery to the customer. If these permissions are not granted and communicated to ASTRA+ within 3 months of the agreement's formation, the agreement shall be considered null and void. The customer shall not act contrary to any applicable export/import regulations or license conditions.

Article 13 – Applicable Law and Jurisdiction
These terms and any order, acceptance, or agreement governed by them shall be subject to Belgian law, excluding the Vienna Sales Convention. The Commercial Court of the judicial district of Mechelen has exclusive jurisdiction over any dispute concerning these terms and any order, acceptance, or agreement to which these terms apply.