GENERAL TERMS AND CONDITIONS ISATRONICK
1. PARTIES
The present terms and conditions (hereinafter "General Terms and Conditions") apply to all written agreements between Isatronick (as defined below) and the Customer, which may include: a separate agreement or a signed proposal prepared by Isatronick (hereinafter "Quotation") to which the General Terms and Conditions apply (hereinafter "Contracts") with Isatronick BV, established in Belgium, with company number BE 0439.332.301 (hereinafter "Isatronick").
2. PREAMBULE
The General Terms and Conditions apply to all Isatronick Contracts. Placing an order by accepting the Quotation and/or signing a Contract with Isatronick implies full and unconditional compliance with the General Terms and Conditions by the Customer, to the exclusion of any general or special terms and conditions of the Customer and to the exclusion of any other agreement not confirmed in writing by Isatronick.
3. ORDER - CONTRACT
Unless expressly stated otherwise, the validity of the Offer is fifteen (15) calendar days from the date indicated on the Offer. After this period, the prices indicated in the Quotation can no longer be guaranteed and may vary depending on increases in purchase prices, wages, social or tax charges and other elements.
The Customer's acceptance of the Quotation shall be considered a final and confirmed order and shall constitute the Contract. Acceptance may be made in writing, by email or through a platform offered by Isatronick. The Contract enters into force on the date of signature of the parties or on the date specified in the Quotation.
The Customer understands and accepts that each Quotation is unique. As a result, the Customer also accepts that Isatronick's acceptance of an order following a previous Quotation and/or Contract (hereinafter "Order Confirmation ") has as a result that no changes can take place. The Quotation can then only be changed after written approval by Isatronick and taking into account a possible additional cost that will be charged to Customer.
4. DELIVERY, DELIVERY TIME AND COMMENCEMENT OF PERFORMANCE
Performance is the delivery of Materials and/or performance of related services, as described in the Quotation or Order Confirmation. Unless expressly agreed otherwise, Materials shall be delivered in accordance with INCOTERMS 2020 set out on the Quotation and/or Contract and/or Order Confirmation. Isatronick's liability shall pass to Customer as determined by the relevant INCOTERMS 2020.
Customer shall, upon receipt of the samples, as defined in Article 6 of these General Terms and Conditions, evaluate such samples and notify Isatronick in writing of its agreement to the delivered samples. Upon receipt of this written agreement, Isatronick will send an Order Confirmation to Customer on which the indicative delivery time and prices (as defined below) will be described.
Isatronick shall ensure that the Materials are packaged in accordance with generally accepted industry practices and in a manner sufficient to ensure the preservation and protection of the Materials. If the Materials require special packaging, this will be charged separately.
The stated delivery times are only indicative and, if exceeded, cannot justify neither the settlement of the sale, nor the refund of any deposit, nor the payment of compensation in favour of the Customer.
If Isatronick expects that it will not be able to deliver the Materials within the agreed delivery time, it shall, if possible, immediately inform the Customer in writing, stating the reason for the delay and, if possible, the time when the Materials are likely to be delivered. The Customer will not be able to claim any compensation for this lateness, if Isatronick has informed the Customer in time. In any event, Isatronick undertakes to deliver within a reasonable time, except in cases of Force Majeure (as defined below).
5. OBLIGATIONS OF THE CUSTOMER AND ISATRONICK
5.1 OBLIGATIONS OF THE CUSTOMER
Customer shall follow the Isatronick Code of Conduct available at www.isatronick.be/terms-and-conditions.
5.1.1 ALL PERFORMANCES
The Customer undertakes to provide Isatronick with all information necessary for the proper execution of the Performance. Isatronick will not assume any liability for incorrect or incomplete information provided by the Customer. Nor will Isatronick be liable for any delay due to the late delivery of the necessary information by the Customer. The Customer must take into account the delivery dates stated on the Quotation, which start to run after Isatronick has received all required information, materials to be delivered by the Customer and required payments.
Goods made or ordered specifically for the Customer according to the specifications of the Quotation are hereinafter defined as "Materials". Customer undertakes to test the supplied Material within fourteen (14) calendar days of delivery and before any processing of the Material in other applications and/or goods of Customer has taken place. If Customer has not commented on the Material within the aforementioned period or has integrated the Material - in the widest possible sense - into an application or good of the Customer, such Material shall be deemed compliant and any liability of Isatronick shall lapse. The Customer is obliged, if Isatronick is not responsible for the delivery, to provide Isatronick with a tracking code. In the absence of providing a tracking code, the delivery will be deemed to have taken place fourteen calendar days after Isatronick has dispatched it.
The Customer shall not resell, pledge, use, install, convert or process the Materials until the fees for the Deliverables as set out in the Offers and Contracts (hereinafter "Price"), including any interest on delayed payments, have been paid in full. Nor shall the Customer legally dispose of the Materials by way of a transfer of ownership, e.g. by assignment or pledge or by establishing other types of rights, before the full Price has been paid. A violation of this prohibition entitles Isatronick to cancel all orders and terminate the business relationship with the Customer with immediate effect and without any compensation, to demand the return of the object of purchase and to demand full payment of invoices.
5.1.2 RETURN OF MATERIALS
The Customer can only return the Materials after there is a written agreement between Isatronick and the Customer on the modalities of a return. These modalities must at least comply with:
1) an accompanying and detailed report indicating why a return is necessary,
2) a test report,
3) the Materials must be sent in their original packaging and at the Customer's expense,
4) the Materials returned must not have suffered any damage whatsoever, and
5) the Materials must not have been modified, integrated or otherwise altered.
If all the above modalities, possibly supplemented by agreed other arrangements, are not cumulatively met, the return will be refused.
5.2 OBLIGATIONS OF ISATRONICK
The obligations of Isatronick are set out in Quotation and the Contracts and/or Specific Conditions. These are the Specific Conditions of Isatronick, which are specifically attributed to the Performance described in a Contract or separate addendum and/or on the Quotation and/or on the Order Confirmation.
6. PRODUCTION
6.1 Parts to be delivered by the Customer.
Parts to be supplied by the Customer for special Materials shall be delivered to Isatronick's warehouse at the agreed time. With regard to serial products, the number of parts delivered by Customer will exceed the total number of Material ordered by ten (10) per cent. Customer is responsible for ensuring that the parts delivered are in accordance with the agreed measures and specifications. Furthermore, Customer is liable for any additional costs incurred by Isatronick as a result of defective parts that are unsuitable or otherwise defective.
6.2 Samples
Isatronick will provide Customer with a sample of the Material before serial production commences. Customer will pay the agreed price of the sample. Customer will review the sample and report the review result to Isatronick in writing. After written approval (without comments) from Customer, Isatronick will accept the sample as meeting all conditions after which Isatronick will send an Order Confirmation. After sending that Order Confirmation, production of the Material will start. If Customer still wishes to change the Material after its approval of the sample, Customer will be liable to fully reimburse all costs already incurred. This includes the purchase of production material, the Material already put into production and all other costs.
6.3 Delivery and storage
Isatronick will either deliver or stock the required produced Materials to Customer after which Customer can have them delivered on demand and so that they can be invoiced. Customer undertakes to take delivery of all Materials ordered within two years of the Order Confirmation. Longer than one year, storage costs may be charged.
Isatronick shall never be liable for stock that is lost in whole or in part in any way, but without culpable gross negligence on the part of Isatronick.
7. PRICES
The Price stated in the Quotation, offers and Contracts is exclusive of VAT. Any taxes, duties and other surcharges applicable to the Materials will or will not - depending on the Quotation - be included in the Price.
Isatronick has the right to change prices if, after the Customer has placed the order, changes occur that cannot be attributed to Isatronick, as distributor, and which affect the cost of production of the Materials, such as significant changes in the prices of raw materials, exchange rates or other factors. Isatronick also has the right to change prices in case of a clear price error. Isatronick will notify Customer of general price changes no less than fourteen (14) calendar days prior to the change. If the Customer does not approve the change, he has the right to cancel the order not yet placed in production within one (1) week after receiving the information about the price change.
8. INSURANCE
Both parties will take out and maintain, at their own expense, the necessary insurance (including liability and product liability insurance) covering damages to third parties. Insurance coverage shall be adequate and to a level consistent with customary industry standards. The coverage shall be at least two million (2,000,000.00) euros. The Customer is obliged to present an insurance certificate of coverage at Isatronick's request.
9. INVOICING
9.1 Material
Confirmation of the order is established upon Isatronick's receipt of the signed Quotation, which becomes effective upon payment Any agreed storage charges after the expiry of the duration included in the Contract will be invoiced to the Customer on a monthly basis. The Customer is obliged to collect all Material within a period of one year commencing from the date described in the Quotation and/or Order Confirmation, whichever is later.
9.2 Invoicing
Invoices shall be paid to Isatronick's bank account as stated on the invoice. The parties agree to operate on the SHA principle, with each party bearing its own bank charges. The Customer will bear the cost of any exchange rates.
Invoices shall be paid in EURO unless otherwise agreed.
Unless expressly stated otherwise on invoice, all invoices will be paid in cash.
Invoicing to the Customer will be per delivery.
10. LATE PAYMENT
Non-payment or late payment of an invoice in whole or in part shall automatically and without prior notice render all other invoices payable.
In case of non-payment on the due date of an invoice, the (remaining) amount will be automatically increased without the need for a notice of default by a fixed and irreducible compensation of 10% of the value of the Contract, as well as an interest of 1% per month of delay calculated on the outstanding amount. The Customer is obliged to reimburse Isatronick for all relevant collection costs resulting from non-payment by the due date. If the Customer, in case of agreement on the mediation of payment, fails once to make payment on the due date, the total or residual balance of the debt shall become due immediately.
Failure to pay an invoice when due entitles Isatronick to suspend any delivery and also to automatically terminate any agreement with the Customer. Furthermore, the Customer remains liable for any other costs that may arise from the Customer's non-compliance with its payment obligation.
11. COMPLAINTS
11.1 Invoices
Any invoice that has not been the subject of a complaint or written dispute sent to Isatronick by registered mail within eight (8) calendar days of the invoice date shall be deemed accepted.
11.2 Other
As stipulated in Article 5.1.1 of these General Terms and Conditions, any complaint relating to visible defects or non-conformity of the Material must be made within fourteen (14) calendar days after the delivery of the Material, before any incorporation of the Material in other applications and/or goods of the Customer or after the performance of the services. Failing to comply with this provision, the complaint will no longer be considered. It is up to the Customer to provide any justification regarding the existence of the detected defects or anomalies.
The Customer has the obligation to leave to Isatronick all possibilities to proceed both to the determination and to the repair of these defects. The Customer refrains from intervening itself and/or involving its appointees and/or third parties for this purpose.
12. WARRANTY AND LIMITATIONS OF LIABILITY
12.1 Warranty
Unless otherwise provided, a warranty of six (6) months shall apply from the date of delivery of the Materials. This warranty expires in full as soon as the Materials have been processed, integrated or otherwise used by the Customer.
Isatronick will not perform the warranty obligation during the period in which the Customer fails to pay outstanding invoices to Isatronick, it being understood that this in no way extends the warranty period.
Isatronick is only liable for the Material meeting the specifications given by the Customer. However, Isatronick is not liable for the suitability of the Material for its intended use. Isatronick's warranty obligation extends only to non-conformity with the specifications as agreed in the Quotation.
The Customer cannot claim compensation for temporary unusability of the Material as a result of a performance of a warranty obligation and the Customer remains obliged to fulfil its contractual obligations.
12.2 Liability
Customer is aware that Isatronick outsources the execution of the Performances to third parties and Customer accepts that Isatronick will have the execution of the Performances done to the best of its ability, taking into account the state of science and technology at the time of execution. Isatronick cannot be held liable for a cancellation of an Order, even after an Order Confirmation, if such cancellation is made by the manufacturer that Isatronick has appointed to produce the Materials. Isatronick will make every effort to have the Order executed as soon as possible.
Isatronick gives no guarantee that the use by Customer of the Materials will not infringe the intellectual property rights of third parties. Notwithstanding the foregoing, Isatronick will inform Customer in advance if knowingly legally protected rights of third parties are used for the execution of the project.
All Isatronick Know-How is provided by Isatronick to the Customer without any warranties. Thus, Isatronick does not guarantee that its Know-How used during the execution of this Contract does not infringe the intellectual property rights or other exclusive rights of third parties. Notwithstanding the foregoing, Isatronick will inform the Customer in advance if knowingly legally protected rights of third parties are used for the execution of the project.
The Customer undertakes not to hold Isatronick liable for any damage suffered by the Customer, including its employees, and/or third parties during the application or use of the Materials created or know-how provided within the framework of this Contract. Under no circumstances shall the execution of this Contract hold Isatronick responsible for damage to persons or goods, which is directly or indirectly the result of the performance of the Services, unless such damage is the result of an intentional fault on the part of Isatronick or one of its employees.
Isatronick shall not be liable for any indirect or consequential damages and economic losses, such as lost profits, reduced revenues or lost goodwill, unless the damages were caused intentionally or through gross negligence by Isatronick.
Isatronick is relieved of all liability in case of suspension or non-performance of its obligations due to a Force Majeure event.
Isatronick's liability is limited to the lower amount of either 1) the invoices paid by the Customer related to the event of liability or 2) the compensation for damages covered in the insurance policies mentioned above. Isatronick shall not be liable for damages not covered by the insurance policies or exceeding the amount of any covered damages.
13. RETENTION OF TITLE - RISK
The delivered goods remain the exclusive property of Isatronick until full payment of all invoices issued. In case of non-payment, Isatronick may seize the Customer's goods and proceed to dissolve the sale on simple written notice fifteen (15) working days after the notice of default has remained without effect, without prejudice to possible damages.
The risk of loss, degradation or disappearance of the Materials rests with the Customer from the moment of delivery.
14. INTELLECTUAL PROPERTY
With regard to Materials manufactured to Customer's specifications, the specifications remain Customer's property and Isatronick will keep this information confidential. For production reasons, Isatronick is obliged to share the information with its suppliers.
All information provided by Isatronick remains the property of Isatronick and must be treated with Confidentiality as stated under paragraph 17.
15. TERMINATION
In case of non-compliance by the Customer with the obligations provided for in the Contract, as in the case of non-payment - even partial - of the invoices issued by Isatronick, the Contract may be terminated immediately and without court intervention by Isatronick by sending a prior notice of default, which grants the Customer fifteen (15) working days to remedy the non-compliance. Paid amounts and advances shall not be refunded by Isatronick.
If the Contract is terminated due to a breach attributable to the Customer (e.g. non-payment of invoices), Isatronick is entitled to full compensation.
The Customer is not permitted to cancel an order after an Order Confirmation. After sending the Order Confirmation by Isatronick, the Customer is obliged to execute the entire Contract.
Isatronick has the right - with immediate effect - to terminate the Contract in whole or in part by written notice, without notice of default, without judicial intervention and without having to pay any damages as a result of such termination:
- If bankruptcy is filed in respect of the Customer, or
- If the Customer has applied for judicial composition, has been declared bankrupt or is insolvent, or
- In case of dissolution of the Customer's business.
16. FORCE MAJEURE
The parties shall not be liable for the non-performance of their obligations in the event of the occurrence of a Force Majeure event, defined as "any unforeseeable, irresistible event resulting from circumstances beyond the control of the parties, making it impossible to perform the contract" (e.g., non-exhaustive list, natural disasters, strikes, war, etc.). Cases of epidemic and/or pandemic are only considered as Cases of Force Majeure if the competent authorities prohibit the performance of the Services.
In cases of Force Majeure, the Contract is suspended until the Force Majeure event disappears, nullifies or ceases. However, if it is not possible to resume performance of the Contract within thirty (30) calendar days of the occurrence of Force Majeure, the parties shall meet to discuss a modification of the Contract. In case of failure to reach an agreement, the Contract will be terminated by operation of law, without compensation on either side, by the most diligent party and by registered letter with acknowledgement of receipt addressed to the other party. In the event that the Contract is terminated by the Customer, it undertakes to pay Isatronick the price of all unpaid deliveries and Services incurred up to the date of termination, as well as all costs incurred due to the termination.
17. CONFIDENTIALITY
Both Parties undertake to keep the confidential information exchanged for the execution of the Contract (collectively referred to hereinafter as "the Confidential Information") strictly confidential and not to communicate it or make it available to third parties. This includes any information in the possession of either Party prior to the current Contract.
The confidentiality obligation does not apply when the receiving Party can prove that the Confidential Information:
- at the time of receipt, had already been published or was publicly available in a general manner, without breach of this Agreement by the receiving Party;
- after it was released, was published or became publicly accessible in a general manner in a manner independent of the receiving Party;
- at the time it was disclosed, was already in the possession of the receiving Party without obligations of confidentiality attached thereto and of which documentary evidence must be presented;
- was lawfully obtained from a third party without any confidentiality obligations being attached thereto;
- was developed independently of the information of the communicating Party and outside the framework of this agreement by a Party itself, for which written proof must be submitted.
The aforementioned confidentiality obligation shall remain in force for a period of five (5) years from the termination of the Contract.
18. PROTECTION OF PERSONAL DATA
Both parties agree that the processing of personal data - within the framework of the execution and enforcement of the Contract - will be done in accordance with the applicable legislation on the protection of personal data. If the Customer provides personal data to Isatronick, the Customer will ensure that it has the right to do so, including obtaining consent and informing data subjects, if necessary.
19. MISCELLANEOUS PROVISIONS
If any provision, or part of any provision of this Contract, or the annexes to this Contract, is declared invalid by any court order or other legal action, that provision or part of that provision of the Contract shall be deemed not to be written and all other provisions shall retain their full force and effect. The Parties will agree by mutual consent to replace the invalid provision or part of a provision with a provision that is valid and as close as possible to the original provision.
Isatronick's failure to use its remedies to enforce the Customer's non-compliance with any of its obligations cannot be construed as a waiver of the right to use it in the future.
Isatronick has the right to amend the General Terms and Conditions at any time. The new Terms and Conditions will automatically come into force one month after their notification via the website, by email, by letter or by invoice.
This Contract is not assignable by one Party except with the prior written consent of the other Party.
The headings in this Contract are for the convenience of the Parties only and do not form part of the Contract.
This Contract cannot be amended, supplemented or amended except by an agreement signed by both Parties.
In case of conflict between provisions, the precedence of the following documents shall apply as set out below:
1. Contract / Quotation
2. Specific Terms and Conditions to the Contract / Quotation
3. General Terms and Conditions of Sale Isatronick
20. JURISDICTION AND APPLICABLE LAW
These General Conditions, the Offer, the Contract and all agreements resulting therefrom, are governed by Belgian law, to the exclusion of the rules of private international law.
The Parties shall attempt to resolve disputes arising in the interpretation and/or performance of the present Agreement first by mutual agreement. If it proves impossible to reach an acceptable compromise within a reasonable period of time, the dispute will be submitted to the Court of Antwerp, which is the only competent court in this respect.