General terms and conditions

1. Activities

The service provider provides the following services, among others:
- – Industrial Automation
- – Mechanical Engineering
- – Prototyping

The following terms are used in these general terms and conditions:

– The service provider: Datasar Automation bv, Cleydaellaan 10 unit 2, 2630 Aartselaar – KBO 0837 940 834
– The principal: the one who gives the order to the service provider
– Parties: the service provider and the principal
– Appendix: appendix/agreement to the general terms and conditions in which specific agreements are included.

2. Application of general terms and conditions

– These general terms and conditions apply to all offers, orders of and agreements with the service provider regardless of any contrary stipulations on documents of the client. By signing “for approval” the annex to the general terms and conditions or by confirming the rates by e-mail, the client confirms knowledge and acceptance of the general terms and conditions of the service provider. In case of payment of an advance, the client also implicitly confirms to have taken note of and to agree to our general terms and conditions.
– In the event of problems of interpretation, our Dutch-language general terms and conditions shall take precedence over our general terms and conditions in other languages.

3. Offers, quotations and order confirmation

- – All offers and quotations of the service provider are without engagement until the moment of acceptance by the principal. Offers remain valid for 30 calendar days after the date of the offer unless otherwise stated.

- – The agreement is concluded when the client signs the attachment for approval and returns it to the service provider or by an agreement via e-mail. The agreement replaces all previously concluded and/or oral agreements.

Offers and quotations do not automatically apply to any future orders.

4. Tariff

– The service provider works on the basis of an hourly rate, daily rate or project rate depending on the assignment. The rates are exclusive of VAT.

- – Travel expenses are not included in the rate.

- – Costs not included in the tariff will be submitted for approval by the client before they are invoiced.

- – Working days are defined as all days of the week except Saturday, Sunday, and legal holidays. A working day starts at 7.30am. and ends at 5:30 p.m.

Additional surcharges for Saturday, Sunday, and holiday work will be stated separately in the quote or any other document.

5. Duration of the agreement

- – The contract of the service provider is concluded for a fixed period, with a notice period of three months, unless otherwise stipulated in writing. This cancellation takes effect the week after the week in which the cancellation took place. Notice of cancellation must be given by e-mail.

- – If the principal cancels his order wholly or partially or fails to take delivery of all or part of the goods or services, after having been notified thereof by registered letter, the service provider shall have the choice either to demand the execution of the contract or to dissolve it; in the latter case, a compensation shall be due to the service provider fixed at 15% of the contract price or of the non-fulfilled part of it in an irreducible and fixed manner, without prejudice to proof of higher damage.

The service provider also reserves the right to regard the agreement as dissolved by operation of law and without prior notice of default in the event of bankruptcy or apparent insolvency of the principal.

6. Payment methods

- – The invoices of the service provider are always payable within 30 days after the invoice date, unless otherwise agreed in writing.

- – In the absence of payment within the agreed period, late-payment interest equal to the interest provided for in the Law of 2 August 2002 (amended by the Law of 22 November 2013) on combating late payment in commercial transactions shall be payable from the due date, ipso jure and without prior notice of default, on the unpaid amount of the invoice concerned.

- – Likewise, in case of non-payment of the invoice on its due date, the principal shall be liable, ipso jure and without prior notice of default, by way of damages clause, to a fixed amount of 10% of the unpaid invoice amount on the due date, with a minimum of EUR 150, without prejudice to the service provider’s right to claim a higher compensation on proof of the greater damage actually suffered.

- – The service provider reserves the right to suspend the further performance of its obligations until the client has paid the overdue invoices. Any delay in payment by the client shall render all sums due payable at once. Also, all discounts granted lapse if these general terms and conditions of sale are not respected.

If the contractual relationship is terminated, the service provider may apply set-off between all mutually determined claims with the principal, regardless of the moment at which the claims in question fall due, in accordance with the provisions of article 14 of the Financial Securities Act of 15 December 2004.

7. Complaints – protest of invoice

- – Any protest must be motivated and sent to the service provider by e-mail within 8 calendar days. For complaints or disputes concerning the delivered services, the term starts the day after delivery. With regard to the final invoice, the period shall begin on the invoice date.

In the absence of timely protest, the services/invoices/salvage invoices are definitively accepted and payment is due.

8. Liability

– The service provider undertakes to carry out all services to be provided with due care. All services provided by the service provider are resource commitments.

- – The service provider is not liable for errors in the execution due to insufficient or wrong input by the client.

- – The service provider shall be exempt from any liability in the event that the services cannot be guaranteed when the principal does not communicate or provide all know-how and other necessary information, also confidential, which the service provider needs to fulfil his assignments.

- – The service provider cannot be held liable for any fault of its or its employees, except in the case of fraud, serious misconduct or gross negligence. Whatever the cause, form or object of the claim in which the liability is invoked, the service provider shall under no circumstances be held liable for any consequential damage such as for example loss of expected profit, decrease of turnover, increased operational costs, loss of clientele, which the ordering customer or third parties would suffer as a result of any error or negligence of the service provider or an employee/caretaker.

- – The principal acknowledges e-mail between them as a legal, valid means of proof.

- – In the case of goods, the following shall apply:

– The goods delivered shall remain the property of the service provider/seller as long as the purchase price owed by the customer/buyer has not been paid in full to the service provider/seller. As long as this payment has not been made, the principal/purchaser is not entitled to pledge the goods or to use them as security in the broadest sense of the word;

– The goods are dispatched at the risk of the client/purchaser, except in the case of intent or gross negligence on the part of the carrier. The transport costs are, unless otherwise stipulated, at the expense of the client/purchaser;

– The service provider is entitled to charge a fee for durable packaging materials if necessary, which fee will be stated on the invoice and also communicated to the client in advance;

– If the principal does not accept the goods offered, the service provider shall have the right to charge storage costs at a rate of 2% per month of the accumulated invoice amount, starting from the day the service provider wanted to deliver. If the goods are not accepted within 1 month after the first month of storage, the agreement shall expire and the accumulated invoices (invoice) shall become immediately payable, and the service provider shall be entitled to claim 10% of the total amount of the invoice by way of damages;

– The service provider guarantees all defects to the extent that they can be guaranteed by the manufacturer. In case of any liability on the part of the service provider, this shall be limited to a maximum of 6 months of invoicing to the client.

If the liability of the service provider is proven, it is limited to 6 months of invoicing, except for fraud, gross negligence.

9. Property rights

– The service provider does not transfer, either completely or definitively and exclusively, all the patrimonial copyrights on all the works created or to be created under this agreement, from the moment these rights arise, and this in the fullest manner, including on all possible forms and methods of exploitation, for the entire duration of the right in question and for the entire world.

10. Termination of contract – gross negligence

– Without prejudice to any provisions to the contrary, either party may terminate the present agreement ipso jure, without observing a period of notice and without being obliged to pay any compensation, in the following cases:

- – If the other party fails to properly perform its obligations and has not remedied or sufficiently corrected this situation within 15 calendar days following a notice of default sent by registered mail; or

- – In case of deception, fraud, intentional error or abuse of resources made available by the client.

– In the case of a fundamental infringement, that is an infringement that is so serious that the party making it knows or ought to know that it will cause damage to the other party or that constitutes a disregard of contractual obligations to which the other party is entitled to attach great importance because they are part of the essence of the contract, such as but not limited to:

– A proven breach of the confidentiality clause;
inciting the service provider to carry out fraudulent activities
incitement to disregard the legislation in force;

– In the event of bankruptcy, judicial composition or measures of seizure which seriously jeopardize the proper execution of the agreement for the other party.

– If the contract is terminated for the above reasons, the aggrieved party is always entitled to claim additional compensation, at least equal to the stipulated notice period.
Nevertheless, each party accepts to grant the other party a reasonable period of time to remedy any shortcomings, and always to seek an amicable settlement first.
The service provider is explicitly entitled to regard the agreement as expired and not applicable in case of (a claim for) bankruptcy, liquidation, dissolution, proven repeated non-payment and/or insolvency of the principal. In case the service provider applies this provision, the agreement is considered never to have taken effect, without prejudice to the right of the service provider to full compensation.

11. Processing of personal data

– According to , the service provider may in some cases be considered a “processor” of personal data, and in this sense, if necessary, a separate processing agreement will be drawn up with the client.

12. Recruitment

- – Both parties undertake to refrain from canvassing each other’s employees who are involved in the services, even if only in the margin, both during the term of the agreement and for 1 year after termination of the agreement.

– Any infringement of this provision by one of the parties shall give rise to the payment of damages corresponding to one year’s salary for each recruitment to the other party, without prejudice to the other provisions of these general terms and conditions.

Each party has the right to claim a higher compensation when the real damage exceeds the lump sum compensation.

13. Force majeure

- – Force majeure situations, such as strikes, public unrest, administrative measures and other unexpected events beyond the control of the service provider, shall release the service provider from his obligations for the duration of the hindrance and for their scope, without entitlement to any price reduction or compensation for the principal.

– If, in the above situation, it is concluded that it is no longer possible to reasonably fulfil the commitments, the agreement will be revised or dissolved in mutual consultation. Any performance already made by the service provider up to the moment of force majeure shall still be invoiced.

14. Nullity

– If any provision of these general terms and conditions is null and void, the remaining provisions shall remain fully in force and the service provider and the client shall replace the void provision by another provision that approaches the purpose and tenor of the void provision as closely as possible.

15. Amendments

– Unless expressly provided otherwise in these general conditions, they may only be amended or supplemented by means of a written agreement signed by the duly authorised representatives of all parties. These amendments will be added to these general terms and conditions as an appendix.

16. Notifications

– All notices and communications required or permitted pursuant to the present agreement and/or its execution must be given by ordinary letter or e-mail to the addresses at the commencement of the agreement, or to any other address notified by one of the parties to the other parties in writing at least one month in advance by registered letter, except where otherwise provided in an agreement or offer.

17. Pledge clause

– As a security for all his obligations, on whatever account, whether contractual or extra-contractual, towards the service provider, the principal grants a pledge on all his current and future claims against third parties, on whatever account, such as, among others, trade claims, compensations for performances and services and claims in contractual and extra-contractual liability.

18. Applicable law-court

– All contracts with the service provider and deliveries and works by the service provider are governed solely by Belgian law. This agreement is governed by Belgian law. In the event of a dispute, the parties shall refer to the competent courts of the service provider’s registered office, unless a party first requests the Institute of Arbitration (www.euro-arbitration.org) to set up an arbitration tribunal with one or three arbitrators to be chosen from the tableau of www.arbiters.be. The arbitral tribunal shall apply the Standard Dispute Rules of the Institute of Arbitration. This Agreement supersedes all jurisdictional clauses inconsistent herewith.”

General terms and conditions

General terms and conditions

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