Scope

The present general conditions (hereinafter “General Conditions”) apply on all Wello Solutions’s offers and on all agreements between Wello Solutions and its customers (hereinafter “Customer”). The General Conditions prevail on the conditions of the Customer or a third party, even if Wello Solutions has not expressly contested them. Other conditions than the General Conditions, including deviations there from, will only be opposable to Wello Solutions if Wello Solutions has confirmed them in writing. In case of conflict, the conditions in the Service Agreement supersedes those of this Annex 1.

Offers

Offers are only given as information and are not binding. A Customer’s order is binding to the Customer but Wello Solutions will only be bound by an order after having accepted it in writing.

Delivery

The convened periods and/or dates of delivery are purely indicative and do not bind Wello Solutions.
Deliveries of goods take place ex works (office Wello Solutions) (Inco terms 2010). The risk and transport costs as from Wello Solutions’ office are for the Customer.

If it has been convened that Wello Solutions will deliver goods at another place, the Customer must take delivery of the goods at the time of delivery at such place.

If the Customer does not take delivery of the goods within the stipulated period or on the stipulated date of delivery, Wello Solutions can at its own option, ipso jure and without prior notice of default, either consider the delivery as completed and invoice the goods, either consider the agreement as being terminated, without prejudice of its right to a lump sum compensation of 70 % in case of software and 40 % in case of hardware, without prejudice of Wello Solutions’ right to a higher compensation by proving greater damage. If Wello Solutions chooses the first option, the Customer will owe for each commenced month of delay an amount of 1 % of the total invoice amount for storage costs.
Software is delivered when the customer can access the software service through an internet connection Complaints with respect to visible or latent defects must be reported clearly and precisely by registered letter to Wello Solutions at its registered office within eight days after the delivery, on penalty of lapse of the right to avail oneself of it at a later time.

Complaints of the Customers relating to the products or services that are timely and justified will give raise to reparation or replacement by Wello Solutions of the services or goods, or the defective parts thereof, without any additional compensation or liability of Wello Solutions.

Liability

All and any liability of Wello Solutions for defaults and every warranty lapses if the provisions of the applicable manual or user’s guide were not followed, if the goods were or the software was not handled properly and knowingly by the End User or if the goods were or the software was modified by the End User. In order to accommodate or modify its premises and/or installation to the goods or services delivered by Wello Solutions, the End User must timely request the required information with Wello Solutions or the third-installer/constructor.

Except for damages resulting from gross negligence and/or willful misconduct of Wello Solutions, Wello Solutions shall in no event be liable for damage that is not the immediate and direct result from its fault.

If Wello Solutions is liable, it will always have the discretionary choice between reparation in kind or payment of a compensation. Wello Solutions’ liability towards the End User and third parties will never be higher than the amounts actually paid by the End User to Wello Solutions under this Agreement in the calendar year during which the event that gave rise to liability took place. To the extent permitted by law, Wello Solutions shall never be liable for (i) delays or failure in performance due to causes beyond its reasonable control and (ii) indirect damage, such as, without limitation, loss of profit, third party claims, loss of goodwill or data or any other damage or faults due to equipment or information from or provided by the Customer.

Non-Solicitation

During the term of each contractual relation with Wello Solutions and the Customer and for a period of two years following the termination thereof, the Customer shall refrain from, directly or indirectly, as an independent contractor, associate, employee or in any other capacity, use the services of, solicit, hire or otherwise retain any employee of Wello Solutions or of Wello Solutions’ direct or indirect affiliates or enter into or attempt to enter into any form of business arrangement with such employee other than in the framework and execution of the Customer’s contractual relation with Wello Solutions. Each violation of this undertaking shall ipso jure and automatically lead to a lump sum compensation of an amount equal to two times the gross remuneration paid by Wello Solutions to the concerned employee during the last 12 months of his employment with Wello Solutions (or if shorter, of 12 times the average monthly remuneration during the period the employee was in service).

VAT

All prices indicated by Wello Solutions are ex VAT.

Payment

All invoices are payable as at the due date, without discount or compensation, into Wello Solutions’ bank account mentioned on the invoice. Absolutely no complaint releases the customer from his obligation to make payment on the due date.

In the event of late payment, ipso jure and without prior notice of default, a late- payment interest of 1 % of the outstanding invoice amount will be owed per commenced month of delay, as well as a lump-sum compensation in the amount of 10 % of the invoice amount with a minimum of 50 Euro per invoice, without impairing any other rights or available remedies of Wello Solutions.

In case of default of payment on the due date, Wello Solutions shall also be entitled to suspend ipso iure and without prior notice of default, all further deliveries to the Customer and/or declare ongoing agreements terminated ipso iure, without prejudice of Wello Solutions’ right to request performance and/or compensation of the Customer.

All goods shall remain the property of Wello Solutions until the Customer has fully paid them, including taxes, costs and possible default interests and compensation.

Force Majeure

In case of force majeure, including without limitation full or partial stagnation of transport, illness of Wello Solutions’ personnel, government action, strike, lock-out, machinery breakdown, telecommunication problems, business interruption or faults of Wello Solutions’ suppliers or subcontractors, Wello Solutions shall be entitled, at its own option, to suspend the execution of an order or the service for the duration of the impediment plus a reasonable period in order to resume its activities, or, if the force majeure lasts more than 6 months, to wholly or partially cancel the order or terminate the agreement, both without compensation.

Competence and Governing law

The present general conditions and all agreements between the Customer and Wello Solutions are exclusively governed by Belgian law. The courts of the territorial district where Wello Solutions has its registered office have sole jurisdiction for all disputes of whatever nature, it being understood that each party may always be summoned before the courts of the place where its registered office or exploitation office is established.