1. Validity and Primacy

  These terms and conditions apply to all transactions and contracts. Face44 BV is bound solely by its own order confirmation and these terms and conditions, expressly excluding the Client's own contractual terms unless Face44 BV has explicitly accepted them and any changes thereto in writing in advance. The nullity of any clause does not affect the validity of the other articles.

2. Quotations and Prices 

  A quotation is merely informative, non-binding, and non-committal. Prices are valid until a certain date. An agreement is only concluded after the supplier, through an authorized representative, has accepted and confirmed the order in writing (for example, through a signed purchase order). The order confirmation is deemed to accurately reflect the agreement. The agreement is concluded subject to the suspensive condition that the Client is sufficiently creditworthy. In the event of valid termination or other termination of the contract by the Client, any advance payment will not be refunded, and costs already incurred by Face44 BV for executing the order in question will be invoiced to the Client, regardless of the amount of the order or the amount of these costs. If the contract is cancelled by Face44 BV, the Client is entitled to the same amount. Prices and costs indicated in Face44 BV's price list may be changed at any time without prior notice. Dates and delivery times are purely informative and non-binding unless explicitly and in writing agreed otherwise. 

3. Force Majeure 

  Earthquakes, floods, and other natural disasters are not the responsibility of the supplier as they are clear cases of force majeure. Force majeure can also be invoked in the event of fire, riots, strikes, negligence of suppliers, force majeure at suppliers, lack of energy or telecommunications facilities, or any other event beyond the control of Face44 BV. In the event of temporary force majeure, the agreement is suspended; in the event of permanent force majeure, it is dissolved. 

4. Applicable Law 

  This transaction is governed by Belgian law. In the event of a dispute, the courts of RPR Leuven (Belgium) shall have exclusive jurisdiction, provided that Face44 BV is entitled to bring a dispute before the courts of the Client's domicile.

5. Payment

  Without prejudice to its right to compensation, in the event of non-payment on a single due date or non-compliance with any other contractual obligation by the Client, Face44 BV is entitled, at its discretion, either to suspend the performance of the agreement or to terminate the agreement by the mere dispatch of a registered letter.

5.1 Timing of Payment ​

  All invoices are payable 21 calendar days after the invoice date unless otherwise specified and stated on the actual invoice. Payment must be made at the registered office of Face44 BV at Chartreuzenberg 46, 3220 Holsbeek, Belgium, account number BE 85 7340 7561 1206 (BIC: KREDBEBB). Our payment terms also apply to foreign transactions regarding the deadlines, but these payments must be made via international bank transfer. 

5.2 Late Payment Interest

  Each unpaid invoice is automatically increased from its due date, without notice, with interest at the reference interest rate plus seven percentage points and rounded to the higher half percentage point (art. 5 W. 02/08/2002).  

5.3 Penalty Clause 

  Each late payment will also automatically, without notice, entitle to payment of a lump sum compensation of 10% of the outstanding invoice amount, unless the actual recovery costs – including legal costs – would be higher (art. 6 W. 02/08/2002). 

6. Liability 

  Face44 BV cannot, under any circumstances, be held responsible for any economic or other damage caused to the customer or third parties as a result of incorrect or correct use of the developed or delivered services or products.

7. Complaints 

To avoid expiration, any complaint or dispute regarding the terms of invoices or deliveries must be communicated within seven days after delivery via a registered letter. In this letter, the Client specifies the date, the invoice number, and the precisely formulated complaint.