Available at: www.RESTOMAX.com

Article 1 – Scope of Application

These general conditions apply to all agreements concluded between RESTOMAX SRL (Restomax), Reg. No: BE 0463.564.483, Rue des Primeurs 79, 1190 Brussels (hereinafter referred to as “RESTOMAX”) and its Clients (hereinafter referred to as the “Client”), regarding products and services provided by RESTOMAX, as well as, in general, to all their business relations. They may be supplemented by specific conditions if necessary.

Our general and specific conditions can only be modified by express written agreement between the parties. They are deemed to be accepted by the Client solely by placing the order, even if they conflict with the Client’s own general or specific conditions. The Client’s conditions only bind RESTOMAX if they have been expressly accepted in writing. RESTOMAX’s agreement cannot be presumed merely because we have accepted the contract without objecting to provisions referring to general or specific conditions or other similar provisions of the Client.

RESTOMAX reserves the right to modify these terms at any time, without any other formality than informing the Client by an online warning and/or by incorporating these modifications into the online general conditions, available on the website www.RESTOMAX.com.

Article 2 – Precaution prior to Ordering

Before entering into the agreement, the Client shall seek all necessary advice and ensure that the equipment, software, and/or services it intends to order correspond to its needs and intended use. RESTOMAX assumes no responsibility for any errors in the Client’s choice or assessment and/or the adequacy of the Software, Hardware, and/or Services with the Client’s intended purpose(s). Depending on the Client’s order, the contract provisions cover the licensing of the Software, the supply of Hardware related to the granting of such licenses, and/or the Services provided by RESTOMAX.

Article 3 – Order

Any order by the Client binds the latter. Employees, commercial delegates, agents, or intermediaries of the Client are irrefutably presumed to have the necessary mandate to bind the Client to us. Any order for which the invoice is addressed to a third party at the requester’s request makes the requester and the third party jointly responsible for the performance of all obligations provided for in the general and specific conditions. Our employees, commercial delegates, agents, and intermediaries have no authority to bind RESTOMAX. Offers, purchase orders, and order confirmations signed by them only bind RESTOMAX after written ratification by an administrator or a director duly authorized for this purpose, unless they have already been the subject of a partial delivery or service. RESTOMAX reserves the right either to waive an order that has not been subject to such ratification or to ratify such an order at any time.

Article 4 – Prices

The prices listed on our price lists, offers, and order confirmations are purely indicative and may be modified by RESTOMAX without notice as long as the contract has not been concluded. If the price of products delivered or services provided by a third party is increased after the conclusion of the contract, RESTOMAX may pass on this increase to the contract price by notifying the Client by registered mail. This repercussion will be deemed accepted by the Client five working days after the dispatch of the notification, unless objected to by the Client within this period by registered mail. In the absence of agreement from the Client, RESTOMAX may unilaterally waive the contract by simple notification by registered mail, without compensation. All our prices are net excluding VAT ex-works from the operating headquarters of RESTOMAX, with additional fees and taxes. The products travel at the risk and peril of the Client, even in the case of sale or free delivery.

Article 5 – Services

RESTOMAX is only obliged to deliver the products and provide the services explicitly specified in the order confirmation or the signed contract. All other products and services will be invoiced to the Client at the rates in force, available upon request. Any order for service provision from RESTOMAX generates only obligations of means on its part, expressly excluding any obligation of result. The duration of Service contracts is set forth in the specific conditions. In the absence of prior notice notified by registered mail within the time limits provided in the specific conditions or failing three months before the expiry date, contracts concluded for a fixed term are automatically renewed for periods of one year.

Article 6 – Deadlines

Unless otherwise expressly agreed in writing, deadlines are given for information purposes only and are not binding. A delay in delivery or performance can in no case give rise to the cancellation of an order or any compensation, except in the case of willful misconduct on the part of RESTOMAX. RESTOMAX expressly reserves the right to make partial deliveries, each constituting partial sales. In no event shall such partial delivery justify the refusal of payment for the products delivered. When circumstances make it impossible to execute delivery or performance – especially in all cases of force majeure such as strikes, lockouts, accidents, bad weather, blockades, import or export bans, cessation of production or delivery by the manufacturer, etc. – RESTOMAX expressly reserves the right to deliver equivalent products to those specified in the order or to terminate RESTOMAX’s obligations towards the Client, all without compensation. Force majeure cases also include force majeure affecting the parties’ suppliers, the inadequate performance of their obligations by suppliers imposed on RESTOMAX by the Client, power network failures, and malfunctions that impede data traffic, provided that the cause of this situation is not attributable to the parties themselves. When RESTOMAX fails to meet a delivery deadline, the Client first puts RESTOMAX in default and grants it a reasonable period to fulfill its obligations. This provision does not apply if the contract provides for other conditions.

Article 7 – Complaints

Any claim relating to delivered products or services rendered must be sent to RESTOMAX in writing within five working days following the date of performance or the date of receipt, referring to the shipping note number. At the expiration of this period, the performance or product will be deemed definitively accepted by the Client, and no claims will be considered further. Any claim relating to an invoice, other than those provided for in Article 7, must be sent to RESTOMAX by registered mail within five working days following its receipt, which is deemed to have been made within three working days following the date indicated on the invoice. At the expiration of this period, no further claims will be admissible. A claim cannot under any circumstances justify a suspension of payment.

Article 8 – Invoicing

The current quantities per product are mentioned on the subscription invoice. License modifications can be requested in writing, taking into account the standard notice period. RESTOMAX indexes its prices every year based on the Consumer Price Index for the period July–July. All invoices are sent by email in PDF format. They are payable within 14 days of receipt of the invoice and without discount, unless otherwise agreed. Any delay in payment immediately suspends the performance of the services. The right of termination under Article 1794 of the Civil Code is not applicable to RESTOMAX contracts. The advances paid by the Client are credited against the order price. They constitute an initial performance of the contract and not earnest money, the abandonment of which would allow the Client to discharge its obligations. Without prejudice to the guarantees as further detailed in this document, the delivered products remain the property of RESTOMAX until full payment of the principal amount and all its accessories. As long as the aforementioned payment has not been made in full, the Client expressly undertakes not to dispose of the delivered products, in particular, not to transfer ownership, pledge them, or assign them as security in any way. If necessary, the preceding clause is deemed to be reiterated prior to each delivery. The Client also undertakes to notify RESTOMAX without delay by registered mail of any seizure by a third party. In the event of non-payment of all or part of an invoice, the remaining amount due will be automatically increased by an interest of 10% per annum, without formal notice, with each month started being due. In addition, any unpaid invoice upon its due date will be automatically increased by a fixed and irreducible compensation of 10% of the remaining amount due, with a minimum of EUR 125.00. Furthermore, the failure to pay an invoice upon its due date, the protest of a non-accepted bill of exchange, any request for amicable or judicial composition, a payment moratorium, or any other fact implying the insolvency of the Client, automatically and without formal notice result in the forfeiture of the term for all outstanding invoices. Moreover, these situations give RESTOMAX the right to suspend all its obligations without prior formalities and to terminate all or part of the contracts in progress by simple notification by registered mail and without compensation. RESTOMAX has the right to terminate the contract directly if the Client fails to fulfill its obligations, if it has requested a payment moratorium, or if it is bankrupt. Any material provided or installed during interventions will be subject to separate billing.

Article 9 – Warranty

Unless otherwise stipulated, the sold equipment is warranted for 1 year from its first installation date. The warranty related to the products sold is limited to that granted by the manufacturer, well known to the Client or on which the Client is deemed to have fully informed itself before concluding the contract, and, if applicable, to the extended warranty program concluded by specific agreement. It notably does not cover the consequences of the following cases: inadequacy or failure of the hardware, software, telecom, electrical environment, etc.; consumables and normal wear and tear of parts; addition or connection of hardware or software not included in the contract; modification of delivered products made without our prior written consent; any cases of force majeure and acts of government, etc. In case the manufacturer’s warranty does not cover on-site interventions, the Client will be responsible for returning the defective equipment at its own expense to RESTOMAX, which will handle the follow-up of the request with the manufacturer. In case of a Client’s request for on-site intervention outside the maintenance contract, the services will be invoiced at the current rate. RESTOMAX services are not covered by this warranty. RESTOMAX does not guarantee in any case the suitability of equipment or software to address a specific problem or specific to the Client’s activity. Moreover, any defect not known to RESTOMAX that could affect the software is not covered by the warranty. Granting the warranty assumes that the delivered products are used in good faith, according to the conditions of the offer or the normal conditions of use mentioned in the catalogs, instructions, and manuals made available to the Client. The Client undertakes to maintain the delivered software at the best revision level, the cost of acquiring new versions being at its expense.

Article 10 – Responsibilities

RESTOMAX and the Client are not liable to each other in the event of force majeure within the meaning of the law. Force majeure cases also include force majeure affecting the parties’ suppliers, the inadequate performance of their obligations by suppliers imposed on RESTOMAX by the client, power network failures, and malfunctions that impede data traffic, provided that the cause of this situation is not attributable to the parties themselves.

Under no circumstances can RESTOMAX’s contractual or extra-contractual liability be engaged for damages caused to persons and property other than the delivered products or products that are the subject of its service provision. RESTOMAX is not liable for any indemnity to the client or third parties for indirect damages (including, but not limited to: loss of turnover, loss of profits and missed opportunities, any loss or damage to data, loss of clientele, etc.), unless they result from willful misconduct on the part of RESTOMAX. It is therefore the responsibility of the client to regularly make backup copies of its operating systems, applications, and data before any technical intervention. In any case, if RESTOMAX’s liability were established for the negligent performance of the contract, the total amount of damages to which we could be liable shall not exceed the net price excluding VAT of the service delivered, the material directly damaged by our service provision, or the delivered product damaged. No action by the client, for any reason whatsoever, may be brought against RESTOMAX more than one year after the occurrence of the fact on which it is based.

The client undertakes to test the proper functioning of its programs before their operational deployment. RESTOMAX will do everything reasonably possible to ensure the accuracy of the programs, documentation, advice, and interventions it is required to provide under this contract. For blocking problems, RESTOMAX is required to do its utmost to resolve the client’s issue as quickly as possible. The client is requested to provide RESTOMAX with a list of “blocking problems” to avoid any arbitrary interpretations. It undertakes to remedy to the best of its knowledge any errors or shortcomings that may appear in the programs or services and which are directly attributable to it. RESTOMAX’s liability in the execution of this contract is limited to cases of gross negligence and serious negligence. General damages that the client may claim are limited to an amount of 5000 euros per damage, even if the damage results from several gross negligence or serious negligence by RESTOMAX. RESTOMAX cannot be held responsible for force majeure events, such as fires, water damage, interruptions in power supply, strikes, wars, staff shortages, transport shortages, delays by RESTOMAX’s supplier, as well as breakdowns or interference due to weather or other phenomena and viruses. RESTOMAX’s liability cannot be engaged either if an intervention by the client or an external provider must be carried out on RESTOMAX’s software or on the systems installed by RESTOMAX for technical or security reasons.

The client’s claims for damage attributable to RESTOMAX are time-barred one year after the knowledge of the facts from which the damage results.

RESTOMAX will not be liable, in any way whatsoever, for any direct or indirect damage, or even in the absence of damage (non-exhaustive list):

• of Internet network malfunction;

• of breach of the security system;

• of introduction of computer viruses spreading through the Internet network;

• of damages caused by hacking or hackers;

• of partial or total, temporary or definitive interruption of access to the client’s network and its data;

• of temporary or definitive, total or partial loss of the client’s or the client’s clients’ data;

• of a computer crash;

• of navigation problems, bugs, or server slowness;

• of theft of entrusted equipment if there was no gross fault on the part of srl RESTOMAX;

• of misuse, alteration, or modification by the client of the sources made available to it.

Article 11 – Miscellaneous

During the entire duration of any service contract and for a period of six months

following its termination, the Client undertakes not to attempt to hire, directly or indirectly, any of RESTOMAX’s employees, under penalty of paying us an irreducible compensation of EUR 30,000.00 per employee concerned, without prejudice to RESTOMAX’s right to claim higher compensation if applicable.

RESTOMAX reserves the right to mention the name of the client and/or its logo on its website and in its communications for the sole purpose of promoting RESTOMAX’s services and the modullo brand. Any citation or testimony will be the subject of an explicit request to the client and will only be disseminated with its formal consent.

Article 12 – Applicable Law

The nullity of any clause or part of a clause of these conditions shall not affect the other clauses or parts of clauses, and the clause or part of the clause concerned shall, as far as possible, be replaced by a valid provision having an equivalent effect. This contract is exclusively governed by Belgian law. Any dispute regarding its interpretation, execution, and termination falls under the exclusive jurisdiction of the Brussels courts and, if applicable, the justice of the peace of the 1st canton of Brussels. The rules of the Vienna Convention, applicable to international sales contracts of goods, are excluded. RESTOMAX reserves the right to modify the SLA and the general conditions. The modifications will be published on the Customer Zone, and in case of significant modifications, the contact persons provided on the subscription will be informed by email. RESTOMAX guarantees that the current SLA and General Conditions are available on the Customer Zone.


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