.. _terms_of_sale:

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General Terms of Sale
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.. note:: Last revision: May 5, 2017.

These General Terms of Sale govern the sale of products and services by
Odoo S.A. and its affiliates (collectively, "Odoo S.A.") to the client.
Additional terms may apply for services provided by Odoo S.A. (for example, the
Enterprise Subscription Agreement). If these additional terms are inconsistent
with the General Terms of Sale, the additional terms will prevail over these
General Terms of Sale.

Please read these terms carefully before placing an order with Odoo S.A. By
accepting an order with Odoo S.A., the client marks his acceptance with these
terms.

The client explicitly waives its own standard terms and conditions, even if
these were drawn up after these standard terms and conditions of sale. In
order to be valid, any derogation must be expressly agreed to in advance in
writing.

Our invoices are payable within 21 working days, unless another payment
timeframe is indicated on either the invoice or the order. In the event of
non-payment by the due date, Odoo S.A. reserves the right to request a fixed
interest payment amounting to 15% of the sum remaining due. Odoo S.A. will be
authorised to suspend any provision of services without prior warning in the
event of late payment.

If a payment is still outstanding more than sixty (60) days after the due
payment date, Odoo S.A. reserves the right to call on the services of a debt
recovery company. All legal expenses will be payable by the client.

Certain countries apply withholding at source on the amount of invoices, in
accordance with their internal legislation. Any withholding at source will be
paid by the client to the tax authorities. Under no circumstances can Odoo S.A.
become involved in costs related to a country's legislation. The amount of the
invoice will therefore be due to Odoo S.A. in its entirety and does not include
any costs relating to the legislation of the country in which the client is
located.

Odoo S.A. undertakes to do its best to supply services in due time in accordance
with the agreed timeframes. However, none of its obligations can be considered
as being an obligation to achieve results. Odoo S.A. cannot, under any
circumstances, be required by the client to appear as a third party in the
context of any claim for damages filed against the client by an end consumer.

In order for it to be admissible, Odoo S.A. must be notified of any claim by
means of a letter sent by recorded delivery to its registered office within 8
days of the delivery of the goods or the provision of the services.

To the maximum extent permitted by law, the aggregate liability of each party
together with its affiliates arising will not exceed 50% of the total amount
paid by the Customer under these terms during the 12 months immediately
preceding the date of the event giving rise to such claim. Multiple claims shall
not enlarge this limitation.

Odoo S.A. reserves the right to modify these terms at any time without prior
notice. The client will be subject to the terms in force at the time of
acceptation of those terms.

All our contractual relations will be governed exclusively by Belgian law.
Moreover, any dispute that may arise will be subject exclusively to the
jurisdiction of the courts of the Nivelles arrondissement (Belgium).

