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GENERAL TERMS AND CONDITIONS

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Article 1. Definitions

  1. In these General Terms and Conditions, the following terms shall have the meanings set forth below:

    • Buyer: Any client acting in the course of a business or profession, explicitly excluding consumers.


Article 2. Applicability

  1. These General Terms and Conditions (hereinafter “Terms”) apply to all offers, agreements, and subsequent transactions between AgileXRM and the Buyer, provided that AgileXRM has expressly declared these Terms applicable and no written deviations have been agreed upon by both parties.

  2. These Terms also apply to agreements requiring the involvement of third parties for execution on behalf of AgileXRM.

  3. The Buyer’s acceptance of products, services, or payments without reservation shall not constitute a waiver of AgileXRM’s rights under these Terms, nor an acknowledgment of any deviations.


Article 3. Quotations and Conclusion of Agreements

  1. All quotations, proposals, and promises made by AgileXRM, including but not limited to prices and delivery times, are non-binding and valid for 30 days unless otherwise agreed in writing.

  2. An agreement is formed when AgileXRM receives and accepts the Buyer’s full acceptance of the offer, including these Terms. Any modifications by the Buyer shall only be binding if AgileXRM confirms acceptance of such changes in writing.

  3. If an order is placed verbally or before formal acceptance of a quotation, the agreement shall be deemed concluded under these Terms once AgileXRM begins performance at the Buyer’s request.

  4. The agreement supersedes and replaces all prior proposals, communications, and agreements between the parties, whether written or oral.


Article 4. Prices

  1. Unless otherwise stated, all prices are in Euros, exclusive of VAT, delivery, installation costs, and other applicable charges.

  2. Composite quotations do not oblige AgileXRM to deliver part of the services or products for a proportional price. Repeat orders are subject to separate agreement.

  3. AgileXRM may adjust prices to reflect changes in legal obligations (e.g., import duties, taxes, wage costs) and shall notify the Buyer in writing in advance.

  4. If a price increase exceeds 10%, the Buyer has the right to terminate the agreement in writing.


Article 5. Delivery

  1. The Buyer shall take delivery of the purchased products when made available as per the agreement. Risk transfers to the Buyer at the moment the Buyer is obligated to accept delivery.

  2. Refusal to accept delivery constitutes a breach of contract, entitling AgileXRM to fixed compensation equal to 20% of the invoice value, without prejudice to additional rights.

  3. AgileXRM may deliver products or services in installments, invoicing each installment separately unless the partial delivery lacks independent value.


Article 6. Returns

The Buyer may only return products with prior written approval from AgileXRM. Unauthorized returns shall be held at the Buyer’s expense and risk, without acknowledgment of any warranty claim.


Article 7. Payment

  1. Invoices must be paid within 30 days of the invoice date unless otherwise agreed. Payments must be made to the designated bank account in the invoiced currency, without deductions, set-offs, or delays.

  2. In the event of late payment, liquidation, bankruptcy, or suspension of payments by the Buyer, all AgileXRM’s claims become immediately due. The Buyer shall owe default interest at the statutory rate applicable to late payments in commercial transactions.

  3. Payments are applied first to outstanding interest and costs, then to the oldest overdue invoices, regardless of any contrary indication by the Buyer.

  4. AgileXRM may require the Buyer to provide additional security or advance payment if the Buyer’s financial standing raises concerns. Failure to provide such security entitles AgileXRM to suspend or terminate deliveries.


Article 8. Retention of Title

  1. AgileXRM retains ownership of delivered products until full payment of all amounts due, including related costs and interest.

  2. This retention of title extends to claims arising from the Buyer’s failure to fulfill obligations under the agreement.


Article 9. Complaints

  1. Complaints regarding delivered products or services must be submitted within three (3) days of receipt.

  2. Complaints do not suspend the Buyer’s payment obligations. The Buyer cannot withhold payment for undisputed items.


Article 10. Force Majeure

  1. Force majeure includes unforeseen circumstances beyond AgileXRM’s reasonable control, such as natural disasters, strikes, or governmental restrictions, which prevent AgileXRM from fulfilling its obligations.

  2. If force majeure persists for more than two (2) months, either party may terminate the agreement without liability for compensation.

  3. AgileXRM may invoice for partially performed obligations if they hold independent value.


Article 11. Collection Costs

  1. In case of default, the Buyer shall reimburse AgileXRM for judicial and extrajudicial collection costs, with a minimum compensation of €150 or 10% of the invoice value, whichever is higher.

  2. AgileXRM is entitled to recover higher actual costs if reasonably incurred.


Article 12. Intellectual Property

  1. AgileXRM retains all intellectual property rights over products, materials, and content supplied under the agreement.

  2. The Buyer may not reproduce, publish, or distribute such materials without AgileXRM’s prior written consent.


Article 13. Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of rights. Waivers must be explicitly granted in writing.


Article 14. Survival of Obligations

Provisions intended to survive termination, including intellectual property rights, shall remain in effect.


Article 15. Amendments

Amendments to these Terms or the agreement are valid only if agreed upon in writing.


Article 16. Severability

If any provision is deemed invalid, the remainder of the Terms shall remain in effect, and the invalid provision shall be replaced with a valid provision closely approximating its intent.


Article 17. Dispute Resolution

  1. All disputes shall be subject to the exclusive jurisdiction of the competent court at AgileXRM’s registered office, unless AgileXRM elects to bring the matter before a court of the Buyer’s jurisdiction.


Article 18. Precedence of Terms

In the event of conflicting provisions, these General Terms and Conditions shall prevail over any terms presented by the Buyer, even if the Buyer’s terms state otherwise.

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Last updated: 30th April 2024

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