GENERAL INVOICING AND SERVICE TERMS AND CONDITIONS OF Nymus (part of the General Terms and Conditions of Nymus)

These General Invoicing and Service Terms and Conditions (the “GISTCs”) apply to all purchases of Nymus NV products and services, irrespective of the form that such purchases may take. The GISTCs are part of the Nymus General Terms and Conditions.

1. Definitions

1.1. Nymus , Xavier de Cocklaan 68, bus 5 , 9831 Deurle (Sint-Maartens-Latem) (Belgium), registered with the Belgian Crossroads bank for enterprises under No. 0845.015.696.

1.2. “Customer” means the natural or legal person who fills in and signs an Order Form for Nymus NV services and/or products and that is acting for professional purposes (as opposed to personal purposes).

1.3. “Order Form” means any order placed by the Customer (by filling in and signing an order form it being understood that an e-mail confirmation shall suffice.) requesting Nymus  NV services and/or products.

1.4. “Agreement” means any Order Form confirmed by Nymus NV and/or any related agreement signed by Nymus NV and the Customer, in each case including Nymus NV General Terms and Conditions and thus these GISTCs.

1.5. “Work” or “Assignment” means the item ordered by the Customer as specified in the Agreement.

1.6. “Location” means the place of execution of the Agreement as specified in the Agreement.

1.7. “Intellectual Property Rights” means present and future patents, copyrights, neighboring rights, works of authorship, rights in software, rights on semi-conductor topography, database rights, trademarks, trade names, logos, designs, models and trade secrets, know-how, applications for registration, and the right to apply for registration, for any of the above rights and all other intellectual or other property rights and equivalent or similar forms of protection existing anywhere in the world.

2. Agreement – execution – suspension

2.1. In order to be valid, any Agreement requires an Order Form that is confirmed in written by Nymus NV, it being understood that an e-mail confirmation shall suffice.

2.2. Any confirmed Order Form shall be final and binding upon the Customer.

2.3. Nymus tiPost NV is entitled to subcontract, to third-party providers, all or part of its obligations under the Agreement. Nymus NV shall however remain solely liable vis-à-vis the Customer in respect therewith.  

2.4. Except expressly stated otherwise in the Agreement, any delay, deadline or other time indicator is for information purpose only and shall not be binding upon Nymus NV.

2.5. Any subsequent modification on the part of the Customer in the confirmed Order Form may result in a new offer or quotation by Nymus NV.

2.6. In the event that the Customer fails to pay any due amount on time, Nymus NV is entitled – subject to prior written notification, an email being sufficient – to suspend performance of Nymus NV obligations under the Agreement until complete payment by the Customer.

2.7. The Customer certifies that it purchases Nymus NV services and/or products exclusively for professional use.

3. Prices and payment

3.1. Prices are always expressed in EURO and do not include VAT.

3.2. If the prices apply to an Assignment for a predetermined period of time, these prices apply as a unit price for the duration of the Agreement, under reservation of anything occurring as per Article 2.5.

3.3. Indexation of the prices will be applied according to Article 5.6 of the Nymus  NV General Terms and Conditions.

3.4. Invoices are payable within 30 days of the date of invoice unless otherwise agreed and stipulated in the Agreement. Any dispute (together with the motives thereof) relating to the issued invoice shall be notified to Nymus  NV in writing and this within 8 working days of receipt of the invoice. The Customer is not entitled to withhold the entire payment of a partially disputed invoice. In such a case, only the payment of the disputed part may be withheld.

3.5. Late payments will result in a legally binding additional charge of interest in respect of any amount overdue at the rate as specified in the law of 2 August 2002 on combating late payment in commercial transactions as well as a fixed indemnity of 15% on the amount due with a minimum of 150 euro.

3.6. In the event that the Customer decides to cancel an Assignment already confirmed by Nymus NV and without prejudice to any other remedy under this Agreement or applicable law, the Customer shall pay Nymus NV a one-off fixed sum equal of 25% (excl. VAT) of the total price. The customer shall also pay the work already executed within this Assignment.

4. Intellectual property rights

All Intellectual Property Rights related to Nymus NV services and products are owned by Nymus NV or its licensors.

All proprietary notices incorporated in or affixed to any Nymus NV products or documentation shall be duplicated by the Customer on all authorized copies of the OptiPost NV products or documentation, as applicable, and shall not be altered, removed or obliterated. 

5. Warranties of the Customer and rights of third parties

OptiPost NV Post assumes no liability whatsoever with respect to any data, document or other material that the Customer provides to Nymus NV in the framework of the Agreement (the “Customer Content”). The Customer warrants (i) that it is entitled to provide the Customer Content to Nymus NV and (ii) that the Customer Content does not infringe the rights of third parties, including without limitation third parties’ Intellectual Property Rights. The Customer shall hold Nymus NV harmless and indemnify the latter against all consequences resulting from the Customer’s breach thereof or any third parties’ claims in connection therewith.

6. Applicable law and competent court

The Agreement, including these GISTCs, is governed by Belgian law. Any dispute arising out of or otherwise relating to the conclusion, execution, interpretation and termination of this Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Ghent.

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