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General terms and conditions of Sale

Article 0:         Definitions

In these Conditions of Sale, the following definitions apply:

Confidential Information: the confidential information of S4U, including but not limited to (a) information that is indicated “confidential” in writing, (b) information that is not commonly known, (c) information that has not been made accessible by the party to which the information relates and /or from which the information originates and/or (d) information of which the confidential nature must reasonably be assumed by the other party.

Conditions:  these terms and conditions as amended from time to time.

Contract: the contract between S4U and the Client for the supply of Services in accordance with these conditions. The signature of a price proposal by the Client’s delegate(s) will convert this price proposal into a valid contract.

Client: the person or firm who purchases Services from the S4U.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Proposal: the written or electronic document containing the commercial proposal of S4U based on which a Contract is entered into;

S4U: Salesmen4U C.V.B.A., with registered office at Tulpenlaan, 18, B-1702 Dilbeek (Belgium), VAT and company number 0864.462.911.

Services:  the services supplied by the S4U to the Client and described in a Proposal and/or a Contract.

Article 1          Proposal and Contract

1.1.            These Conditions apply to all negotiations and Proposals and to all Contracts pursuant to which S4U provides or could provide services of any nature, even if these services are not further specified in these conditions of sale or in the Contract, unless agreed otherwise in writing. These Conditions shall apply to the exclusion of any other terms the Client seeks to impose or incorporate.

1.2.            S4U shall present the Services it provides in a Proposal which confirms these Services desired by the Client. The Services shall only be carried out following receipt of a proposal signed by the Client to indicate its approval. This approved proposal will serve as a binding contract for both parties.

1.3.            A Contract constitutes the entire agreement between the parties and supersedes and replaces any previous statement, promise or representation made or given by or on behalf of S4U. Any samples, drawings, descriptive matter or advertising issued by S4U, and any descriptions or illustrations contained on S4U’s website and/or in Salemen4u.com’s brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not for part of the Contract or any other contract between the Client and S4U for the supply of the Services.

Article 2          Price and Payment

2.1.                  Pursuant to the Contract, the Client must pay S4U the price agreed and/or the rate agreed by the Client and S4U in the Contract. All prices and other tariffs are exclusive of VAT, any other government levies payable by the Client and travel, accommodation and subsistence costs.

2.2.                  The Client must make payment in accordance with the payment terms stated on the invoice. If no such terms are mentioned payment must be made in Euros within thirty (30) calendar days after the invoice date. The amount must be paid in full without any deductions or setoffs. S4U reserves the right to request full or partial advance payment for any services to be provided.

2.3.                  If the Client wholly or in part fails to meet his payment obligations on the conditions of sale, or fails to meet his payment obligations on time, the Client is in default without any further notice being required. Once in default, the Client must pay interest of 1% per month or part thereof, commencing on the date the payment was due. The Client will always be liable to pay interest from the moment the payment first became due. All costs incurred by Salemen4u.com as a result of the Client not meeting his obligations under a Contract will be at the expense of the Client. A fixed indemnity for the compensation of costs incurred by S4U for not meeting the payment obligations by the Client will be set at a minimum of 15% of the principal amount of the claim, with a minimum amount of 250 EUR.

2.3.                  S4U is entitled to suspend any obligation pursuant to the Conditions and the Contract until such time as the Client has paid all outstanding amounts in full.

Article 3          Supply of services

3.1.                  The Client shall be entitled to the Services to be carried out by S4U in the form and scale as set down in the Contract. S4U shall carry out the Services to the best of his ability and make every effort to carry out the Services with care, in accordance with the Contract.

3.2.                  Depending on the activities, the Services can, at S4U’s sole discretion, be carried out off- or on-site at the Client.

3.3.                  S4U shall use all reasonable endeavors to meet any performance dates specified in any communication but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.4.                  S4U shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Services.

Article 4.         Obligations of the Client

4.1.                  The Client shall ensure that the terms of any information it provides are complete and accurate, shall co-operate with S4U in all matters relating to the Services and shall provide S4U with such information and materials as S4U may reasonably require supplying the Services, and ensuring that such information is accurate in all material respects. Further the Client shall obtain and maintain all necessary permissions and consents which may be required before the date on which the Services are to start.

4.2.                  If S4U’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation, S4U is entitled to suspend its obligations pursuant to the Contract.

Article 5          Intellectual Property Rights

All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the S4U.

The Client acknowledges that, in respect of any third party intellectual property rights, the client’s use of such intellectual property right is conditional on S4U’s obtaining a written license from the relevant licensor on such terms as will entitle S4U to license such rights to the Client.

Article 6          Confidentiality

A party (Receiving Party) shall keep in strict confidence all Confidential Information that have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other Confidential Information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such Confidential Information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract.

Article 7          Liability

7.1.                  Unless statutory regulations exclude a limitation to the liability of S4U for damages resulting from an intentional act or omission, willful misconduct or gross negligence, S4U is only liable for damages as described in the following paragraphs.

7.2.                  S4U is never liable for indirect damages, lost profits, missed savings, reduced goodwill, damages resulting from operational stagnation, damages resulting from claims by the Clients’ clients or other commercial relations, corruption or loss of data, damages associated with the use of third-party items, materials or software, consequential losses, irrespective of the nature of the action (breach of contract, unlawful act or otherwise), even if S4U was notified of the possibility of such damages.

7.3.                  Insofar as S4U cannot invoke the liability exclusions or limitations described in this article, S4U’s liability at any time will be limited to an amount equal to 50% of all amounts, exclusive of VAT, invoiced on the basis of the Contract with the Client. Insofar as S4U is also unable to invoke the limitation referred to in this paragraph, the liability of S4U is in any case limited to EUR 5,000.

7.4.                  The Client indemnifies S4U against claims from third parties resulting from or related to the Contract, unless the Client is able to enforce these claims against S4U with due observance of the provisions in this Article as if the Client had suffered the damage himself.

7.5.                  The Client must notify S4U in writing of any complaints in respect of the performance of an incorrect or deficient service within two (2) weeks after S4U has provided the service in question. Such notification does not suspend the payment obligations of the Client.

7.6.                  Liability on the part of S4U with regard to attributable shortcomings in the fulfillment of a Contract with the Client will in any case only exist if the Client serves S4U with proper notice of default forthwith, whereby a reasonable period must be given for S4U to remedy the breach, and S4U remains in breach of his obligations even after this period. The notice of default must contain the most complete and detailed description of the breach possible, allowing S4U to respond adequately.

7.7.                  A claim for compensation cannot be considered unless written notice of the loss has been given to S4U as soon as possible after it occurs. Any claim for compensation against S4U lapses by the mere lapse of time 3 months after the damage has manifested itself.

7.8.                  Any right to compensation becomes void in any case if the Client has neglected to take measures to (I) limit the damage immediately after it occurs; or (II) prevent any other or further damage.

7.9.                  With the exception of provisions that have been expressly included in a Contract S4U does not make any other or further guarantees, promises or conditions in respect of the services supplied to the Client, and S4U hereby rejects all other guarantees, promises or conditions, either explicit, implicit or in pursuant the law (including but not limited to guarantees or conditions relating to salability, non-infringement of other rights or suitability for a specific purpose or resulting from a specific use or commercial use) in respect of the Services.

Article 8          Termination

8.1                   S4U is entitled to terminate a Contract by operation of law and with immediate effect at the time the Client notifies S4U that he is no longer able or prepared to meet his payment obligations, or at the time S4U must conclude from the circumstances that the Client is no longer able to meet his payment obligations, or at the moment the Client ceases his activities. A Contract will terminate by operation of law and with immediate effect if the Client goes into liquidation, is granted a suspension of payments or is declared bankrupt.

8.2.                  Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing of the breach.

8.3.                  On termination of the Contract for any reason, the Client shall immediately pay to S4U all of S4U’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, S4U shall submit an invoice, which shall be payable by the Client immediately on receipt; the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;

Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

Article 9          Force majeure

9.1.                  Force majeure shall mean any unforeseen event which is beyond the reasonable control of the Parties or any foreseeable occurrence the consequences of which may not reasonably be avoided that arises after the date of the Contract and which prevents performance of such Contract, in whole or in part, by either party.

9.2.                  If an event of Force majeure occurs, performance of the parties’ obligations under this Contract shall be suspended for the duration of the delay caused by the event of force majeure and, if applicable, the period of performance shall be automatically extended, without any penalty, for an equal period/

9.3.                  The party claiming force majeure shall promptly inform the other party to this effect in writing, explaining its reasons for doing so.

9.4.                  If an event of force majeure occurs, the parties shall immediately consult with one another with a view to finding an equitable solution and shall use all reasonable efforts to minimize the consequences of the occurrence. If the conditions of force majeure prevail for more than 2 months and parties have been unable to reach an equitable solution, the other party shall have the right to terminate the Contract

Article 10        General

10.1.                S4U may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. The Client shall not, without the prior written consent of the S4U, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

10.2.                All notices and other forms of communication required between parties must be in writing and delivered or sent to the receiving party (i) by hand through a reputable courier service, (ii) by fax or email with a confirmation report or read confirmation, or (iii) by registered mail (return receipt requested) to the addresses indicated in the Contract.

This clause shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall include e-mails and for the avoidance of doubt notice given under this Contract shall be validly served if sent by e-mail with read confirmation.

10.3.                A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

10.4.                If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable

10.5.                Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

10.6.                Any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the S4U.

10.7.                This Contract, including these conditions of sale, is governed by and construed in accordance with Belgian Law only. The provisions of the Vienna Sales Conventions (CISG) do not apply.  The Parties irrevocably submit any and all disputes, disagreements or claims resulting from or associated with the Contract, or with the non-compliance termination or invalidity to the competent court in Brussels, Belgium.