General Conditions of Sale

1. Application

1.1 Any work carried out by GIB Consult SPRL (referred to hereafter as GIB Consult) is governed by these general conditions, to the exclusion of those of the Client. These general conditions can only be overridden with GIB Consult’s express written agreement.

1.2. By placing an order, accepting a quote or taking possession of a transcription, a translation or a recording effected, the Client irrevocably accepts these general conditions, to the exclusion of any others.


2. Formation of the contract

2.1 The contract is formed when GIB Consult confirms the Client’s order in writing.

2.2 GIB Consult is only legally bound by persons authorised by statute to bind it or by a person holding a written power of attorney.


3. Specifications

3.1 In the event that the transcription, the copywriting, the translation or the recording is done with the help of documents or templates provided by the Client, all of the work is carried out at the risk of the Client, which alone is responsible to GIB Consult and third parties for any lawsuits for breach of intellectual and/or industrial property rights or any other breach.

3.2 Documents, templates, etc. belonging to the Client supplied by the client to GIB Consult, for any reason whatsoever, shall be done so at its own risk.

3.3 GIB Consult cannot be held liable, on any matter, for inaccuracies or imprecisions contained in the transcriptions, translations, copywriting or recordings provided to the Client when these inaccuracies or imprecisions are the result of a lack of information from the Client or of the Client passing on incorrect information.

3.4 Under no circumstances can GIB Consult be held liable for the content of the original text or the transcribed, translated or recorded text. The Client is alone responsible for any publication or putting online and it shall take all measures to comply with the law, in particular in respect of copyright, defamation and infringement of public decency.


4. Delivery

4.1 The delivery deadlines are provided for information purposes by GIB Consult, which may modify them by notifying the Client.

4.2 GIB Consult is entitled to make partial deliveries.

4.3 Unless a strict and essential deadline for the transcription, the translation, the copywriting or the recording is specifically stipulated and confirmed in writing by GIB Consult, a delay in delivery cannot result in compensation or in cancellation of a translation by the Client.


5. Prices

5.1 Unless otherwise stipulated, the prices indicated in an offer are valid for for a period of 30 days of the date of the offer.


6. Payment

6.1 Products made are paid for in the agreed currency and in accordance with the terms and conditions provided in the special conditions. Unless there is an express dispensation in writing, each payment is made within thirty days of the end of the month in which the invoice relating to it was sent to the Client by GIB Consult. The invoices are payable at GIB Consult’s registered office. The Client is bound by its payment obligations in all circumstances, even if a claim is initiated relating to the work delivered. Payments by bills of exchange, or other means, do not involve any novation. All collection charges for cheques or bills of exchange shall be borne by the Client.

6.2 Any payment made before delivery is to be credited to the price of the whole of the order and cannot be considered as a deposit the abandonment of which would entitle the Client to terminate the contract.

6.3 Any sum payable by the Client to GIB Consult which is not paid on its due date shall automatically bear interest without any formal notice from the due date until its full payment, at the Banque Nationale de Belgique’s annual rate for (over limit) current account advances, increased by two per cent (2%), and this cannot be less than fifteen per cent (15%). Every month started counts for a full month.

6.4 GIB Consult reserves the right to suspend the execution of its obligation if the Client fails to pay or pays late.

6.5 If the Client fails to pay for more than thirty (30) days, GIB Consult may notify the Client in writing of its decision to terminate the contract, through the Client’s fault, automatically and without formal notice. The Client shall be obliged to compensate GIB Consult for the loss suffered up to the price still payable, plus a penalty equal to 15% of the unpaid price, and a late payment interest of 10% per year.


7. Transfer of ownership

7.1 The transcriptions, translations, copywriting and /or recordings delivered shall remain GIB Consult’s exclusive property until the total payment of the price (even after delivery and transfer of risks). The purchaser undertakes not to use, sell or dispose of the transcriptions, translations, copywriting and/or recordings as long as they remain the property of GIB Consult.


8. Limitation of liability

8.1 GIB Consult may not under any circumstances be held liable for the consequential losses suffered by the Client, such as, inter alia, commercial losses (loss of customers) or financial losses (reduction in profits, increase in overheads, loss of expected saving, etc.), scheduling or organisational disruptions and claims from third parties, if GIB Consult has been advised of the possibility of such losses. In any event, GIB Consult’s liability is limited to the price invoiced for the transcriptions, translations, copywriting and/or recordings.

8.2 The Client expressly declares that it indicates its agreement on the limitation of liability above and that it assumes the consequences for the losses mentioned, with GIB Consult being relieved of this.


9. Force majeure

9.1 GIB Consult may not be held liable for a non-compliance with or a delay in the execution of its obligations, due to a case of force majeure or an event eluding its normal diligence – without a requirement for these cases or events to be unforeseeable – and making the execution of its obligations impossible or more onerous for GIB Consult in view of the extent of the obligations not executed. The following events shall, in all cases, be considered a case of force majeure: mobilisation, war, riot, strike, lock-out, epidemic, measures by the authority, fire, flood, equipment accident or breakdown, transportation delays, whether these events affect GIB Consult or its subcontractors.


10. Termination of contract

10.1 Notwithstanding the other cases provided for in these general conditions, GIB Consult may terminate the contract for the sale of products/services automatically, without formal notice and without any other formality than the notification of its decision to the other party, (i) in the event that the Client should be the subject of bankruptcy proceedings, an arrangement with creditors, fraudulent bankruptcy, or any other similar proceedings, (ii) in the event of temporary suspension of execution of GIB Consult’s obligations because of the occurrence of a case of force majeure or an event mentioned in article 9, lasting more than three months and (iii) in the event of non-execution by the Client of its obligations, even if this is because of force majeure and in particular in the event of partial or total non-payment by the Client of the sums due to GIB Consult.

10.2 GIB Consult may also terminate the transcription, translation, copywriting and/or recording contract if it is brought to its knowledge or if it can be reasonably concluded from the circumstances, without the Client being able to produce satisfactory proof contradicting them, that the transcriptions, translations, copywriting and/or recordings are requested for a use that is prohibited or to be supplied to a third party in breach of the applicable regulations in respect of imports, exports, supply or use of goods or technology.


11. Objections

11.1 Any objections relating to the work carried out may only be taken into account if they are sent to GIB Consult by registered letter within eight (8) days of the invoicing date.

11.2 Objections concerning the quality of the transcriptions, translations, copywriting and/or recordings shall be allowed provided that they are not based on the Client’s arbitrary opinion. In the event of (repeated) errors in transcriptions, translations, copywriting and/or recordings, GIB Consult shall have the choice between the total or partial reimbursement of the correction involved, to the exclusion of any direct or other loss/damage, of any sort whatsoever, that may result from this.


12. Special provisions

12.1 GIB Consult reserves the right to assign any contract or to entrust the execution of all or part of its obligations to one or more subcontractors.

12.2 The Client cannot assign any of its rights and obligations under the contract to a third party without GIB Consult’s express prior agreement recorded in writing. In such a case, the Client shall be jointly and severally liable for its obligations arising out of the order.

12.3 No failure to exercise or delay in exercising a right means the waiver of that right and the partial exercising of a right does not prevent it from being exercised subsequently or any other right from being exercised.

12.4 Any nulling and voiding of one of these general conditions or of the essential conditions of the transcription, translation, copywriting and/or recording contract does not affect the validity of the other clauses. Should this nulling and voiding affect the very nature of the contract, the two parties shall endeavour to negotiate immediately, in good faith, a valid replacement clause. Any order or transcription, translation, copywriting and/or recording contract to which these general conditions relate are exclusively governed by Belgian law. The courts of GIB Consult’s registered office shall alone have jurisdiction for any disputes of any nature whatsoever that might arise out of an order or a transcription, translation, copywriting or recording contract arising out of it. GIB Consult reserves the right to choose any other court of its choosing.