ALGEMENE VOORWAARDEN
Effective Date: 24/02/2025
These Terms and Conditions ("Terms") govern all sales of software by CTech Metrology BV, a company incorporated in Belgium with registered office at Tervuursesteenweg 208, B1820 Steenokkerzeel, Belgium, VAT BE0822.845.555 ("CTech Metrology", "we", or "us") to any purchaser ("Customer").
By purchasing, installing, or using any software from CTech Metrology, Customer agrees to be bound by these Terms.
1. Definitions
Software: The metrology-related software products developed or distributed by CTech Metrology, including any updates, documentation, and associated materials.
License: The right to use the Software as defined in Section 3.
Services: Any support, maintenance, training, or consultancy services provided by CTech Metrology in connection with the Software.
2. Order and Delivery
2.1 Orders must be confirmed in writing. An order is binding once accepted by CTech Metrology.
2.2 Software is delivered electronically unless otherwise agreed in writing.
3. License Grant
3.1 Upon full payment, CTech Metrology grants the Customer a non-exclusive, non-transferable license to use the Software for internal business purposes, in accordance with the agreed license model (e.g. single-user, node-locked, or floating license).
3.2 The Software is licensed, not sold. All intellectual property rights remain with CTech Metrology or its licensors.
3.3 Reverse engineering, decompiling, or disassembling the Software is prohibited, except where explicitly permitted by applicable law.
4. Prices and Payment
4.1 All prices are in euros (EUR) and exclusive of VAT or other applicable taxes, unless stated otherwise.
4.2 Invoices are payable within 30 days of the invoice date unless otherwise agreed.
4.3 Late payments are subject to interest as provided under the Belgian Law of 2 August 2002 on combating late payment in commercial transactions.
5. Support and Maintenance
5.1 Support and maintenance services are provided if explicitly included in the agreement or covered by a separate service contract.
5.2 Updates or upgrades to the Software are only provided during the validity of a support agreement, if applicable.
6. Warranties and Disclaimers
6.1 CTech Metrology warrants that the Software will perform substantially in accordance with the accompanying documentation for a period of 90 days from delivery.
6.2 If the Software does not conform to this warranty, CTech Metrology will use reasonable efforts to correct the issue or offer a replacement.
6.3 Except as stated above, the Software is provided "as is" without any other warranties, express or implied, including but not limited to fitness for a particular purpose or merchantability.
7. Limitation of Liability
7.1 To the fullest extent permitted by law, CTech Metrology shall not be liable for any indirect, incidental, or consequential damages, including loss of profits, data, or business opportunities.
7.2 CTech Metrology’s total liability under these Terms shall not exceed the amount paid by the Customer for the Software giving rise to the claim.
8. Termination
8.1 CTech Metrology may terminate the license immediately if the Customer breaches any of the Terms.
8.2 Upon termination, the Customer must cease all use of the Software and destroy all copies.
9. Confidentiality
Both parties agree to keep confidential any non-public business, technical, or financial information disclosed during the course of the agreement.
10. Export Compliance
The Customer agrees to comply with all applicable export laws and regulations and not to export or re-export the Software in violation of such laws.
11. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with Belgian law. Any disputes shall be subject to the exclusive jurisdiction of the courts of Leuven, Belgium.
12. General
12.1 These Terms constitute the entire agreement relating to the sale and licensing of the Software and supersede all prior communications.
12.2 Any deviations from these Terms must be agreed in writing by both parties.
12.3 If any provision is held to be invalid, the remaining provisions shall remain in full force and effect.