Article 1: Applicability

1.1. Octiva Belgium B.V. a limited liability company  with company number BE0811.437.464 established Interleuvenlaan 46, 3001 Leuven in Belgium using these terms and conditions shall be referred to as “seller” The counterparty shall be referred to as “client.”

1.2. These terms and conditions apply to all offers made by Octiva Belgium B.V., to all agreements concluded by them, and to all agreements arising therefrom, insofar as Octiva Belgium B.V. is the seller of products or services.

1.3. In the event of a conflict between a provision of the concluded agreement and these Terms and Conditions, the provision of the agreement shall prevail.

Article 2: Offers

2.1. All offers by the seller are non-binding and revocable, including those offers that contain a period for acceptance. The seller has the right to revoke the offer within two working days after receipt of the acceptance.

2.2. The prices quoted by the seller in the offer are expressed in euros, exclusive of VAT (value added taxes) and other government-imposed levies or taxes. Prices are also exclusive of travel, accommodation, packaging, storage and transport costs, loading, stowing, unloading costs, and assistance with customs formalities.

Article 3: Confidentiality

3.1. All information (such as offers, designs, drawings, and know-how) provided by or on behalf of the seller to the client, in any form, is confidential. The client shall use such information only for the performance of the agreement and shall not disclose or reproduce it.

3.2. If the client breaches any obligation under paragraph 1, they owe an immediately payable penalty of €25,000 per violation. This penalty is in addition to sellers’s right to claim damages under the law.

3.3. Upon first request, the client must, within a deadline set by the seller, either return or destroy the information referred to in paragraph 1 in a manner determined by the seller, without retaining any copy. Breach of this provision results in a penalty of €1,000 per day, in addition to the right to claim damages.

Article 4: Advice and Provided Information

4.1. The client cannot derive any rights from advice or information provided by the seller if it does not relate to the assignment.

4.2. When providing information, the seller may assume the correctness and completeness of information received from the client.

4.3. The seller is not obliged to warn against, or independently investigate, inaccuracies, defects, or unsuitability of items or documents provided by the client.

4.4. The client indemnifies the seller against all third-party claims related to the use of information provided by or on behalf of the client, including advice, instructions, designs, materials, trademarks, samples, and models.

Article 5: Delivery Time

5.1. All delivery times, including delivery dates, weeks, months, terms, or execution periods, are indicative. In the event of exceeding these, the client must always issue a notice of default to the seller.

5.2. Delivery times only apply if the client and seller have timely agreed on all commercial and technical details, if all necessary information is in the seller’s possession, and if all items to be provided by the client have been received, payments made, and all other conditions fulfilled. If not, the seller may set a new delivery time according to his schedule.

5.3. Delivery times are void if unforeseen circumstances occur for which the client is responsible (e.g., changes in the assignment, additional or reduced work, or suspension). In that case, the seller may set a new delivery time based on his schedule.

5.4.In case of article 5.3 the client must reimburse the seller  for all costs and damages incurred due to changes in the delivery time without requiring notice of default.

5.5. Exceeding the delivery time does not entitle the client to damages, nor to full or partial dissolution of the agreement. The client indemnifies the seller against third-party claims arising from delay.

Article 6: Delivery and Transfer of Risk

6.1. Delivery occurs when the seller makes the item available to the client at the between seller and client defined location and has notified the client thereof. Risk transfers to the client at that moment.

6.3. If transport documents held by the client are required by the contractor, the client must provide them immediately and free of charge.

Article 7: Price Changes

The seller is entitled to pass on any cost price increases occurring after the agreement is concluded except if the agreement between client and seller is at fixed price. The client must pay the price increase upon the seller‘s first request.

Article 8: Force Majeure

8.1. If the seller cannot meet his obligations due to circumstances beyond his control, this constitutes force majeure. In such cases, he is not liable for resulting damages and, except as specified otherwise, the client cannot dissolve the agreement.

8.2. Force majeure includes, but is not limited to: (civil) war, terrorism, riots, outbreaks of infectious diseases and resulting governmental actions, natural disasters, extreme weather, import or trade restrictions, explosions, fire, water damage, sabotage, cybercrime, energy supply failures, loss, theft or destruction of tools, material or information, machine breakdowns, transport blockades, strikes, personnel shortages, and failures of third parties.

8.3. During temporary force majeure, the seller may suspend performance. When the situation ends, the seller will resume performance when his schedule permits.

8.4. If performance becomes permanently impossible or if temporary force majeure lasts more than six months, either party may dissolve the agreement for the part not yet performed.

8.5. Neither party is entitled to compensation for damages resulting from force majeure, suspension, or dissolution under this article.

Article 9: Additional Work

Additional work will be charged at prices valid at the time the additional work is carried out. The client must pay for the additional work at the seller’s first request.

Article 10: Completion of Delivery

10.1. The delivery is deemed completed when:

a.        The client has approved it;

b.        The client has put it into use (partial use counts as partial delivery);

c.        The seller has notified the client in writing of completion and the client has not responded within 14 days;

d.        The client refuses approval only due to minor defects not preventing use.

10.2. If the client does not approve, they must notify the contractor in writing with reasons and allow an opportunity for correction.

Article 11: Liability

11.1. If the contractor is liable for any damages, liability is always limited as described below.

11.2. If the contractor has insurance covering the damage, compensation is limited to the amount paid by the insurer.

11.3. If no insurance applies or no payment is made, compensation is limited to 15% of the contract value (excluding VAT). If the agreement involves parts or partial deliveries, liability is limited to 15% of that specific part.

11.4. The following damages are excluded:

a.        Consequential damages (e.g., production loss, missed savings, reputational harm, etc.);

b.        Damage to items worked on or near the workplace (so-called “custody damage”);

c.        Damage involving equipment provided by or on behalf of the client;

d.        Damage caused by intent or deliberate recklessness of auxiliary persons or non-executive employees of the seller;

e.        Damage to or caused by materials supplied by the client.

The client is advised to insure against such risks.

11.5. The client indemnifies the contractor against third-party claims resulting from defects in products the client supplies to third parties containing contractor-delivered products.

11.6. Any claim for compensation expires 24 months after arising unless judicial proceedings are initiated within that time.

Article 12: Warranty and Other Claims

12.1. Unless agreed otherwise in writing, the seller guarantees proper performance for 12 months after delivery.

12.2. The client must fully cooperate, at no cost, with the seller’s investigation of complaints.

12.3. If the seller rightly rejects a complaint, the client must reimburse reasonable investigation costs.

12.4. If the work is found defective, the seller may choose to:

–       Repair the item delivered;

–       Replace the delivered item;

–       Credit a fair part of the price.

12.5. The client must allow the seller to remedy defects. The seller decides timing and method.

12.6. Items replaced or repaired must be returned to the seller, with transport, assembly/disassembly, and travel expenses borne by the client.

12.7. The seller is not required to honor warranty claims until the client has fulfilled all obligations.

12.8. Warranty is excluded for defects caused by:

–       Normal wear and tear;

–       Improper use;

–       Improper maintenance;

–       Installation/modification/repair by client or third parties;

–       Defects in client-supplied or prescribed goods.

No warranty is given on:

–       Used goods;

–       Inspection, repair, or overhaul services;

–       Goods covered by manufacturer warranties;

–       Goods warranted by third parties to the client.

12.9. Sections 12.3 to 13.8 apply similarly to claims for non-performance, non-conformity, or any other legal basis.

Article 13: Complaints Obligation

13.1. The client must complain in writing about any defect within 14 days of discovery or of when it reasonably should have been discovered.

13.2. Complaints about invoices must be submitted in writing within the payment period or within 30 days of invoice date if the payment term exceeds 30 days.

Article 14: Goods Not Taken

14.1. After the delivery period expires, the client must take delivery of the goods at the agreed place.

14.2. The client must fully cooperate to allow delivery.

15.3. Goods not taken are stored at the client’s expense and risk.

Article 15: Payment

15.1. Payment must be made at the seller’s registered office or to an account designated by the seller.

15.2. Unless otherwise agreed, payment must occur within 7 days of the invoice date.

15.3. If the client fails to fulfill the payment obligation, they must, upon the seller’s request, offer payment in kind (inbetalinggeving).

15.4. The client’s right to offset claims against the seller or suspend performance is excluded, except in the event of the seller’s bankruptcy, suspension of payment, or statutory debt rescheduling.

15.5. All amounts owed by the client become immediately due if:

a.        A payment deadline is missed;

b.        The client breaches Article 14;

c.        The client fails to provide security as per Article 16;

d.        The client’s bankruptcy or suspension of payments is requested;

e.        The client’s assets are seized;

f.           The client (corporation) is dissolved or liquidated;

g.         The client (natural person) applies for debt restructuring, is placed under guardianship, or dies.

15.6. In the case of late payment, the client owes 12% annual interest (or the higher statutory interest) starting from the day after the due date. Interest is compounded annually.

Article 16: Securities

16.1. Upon the seller’s request, the client must provide sufficient security for payment. Failure to do so results in immediate default, allowing the seller to dissolve the agreement and claim damages.

16.2. The seller retains ownership of delivered goods until full payment, including claims for damages, penalties, interest, and costs.

16.3. If, after delivery, the client fulfills obligations but later defaults on a subsequent agreement, ownership retention revives.

16.4. While goods are subject to retention of title, the client cannot encumber or alienate them outside their normal business operations. This clause has property law effect.

16.5. After invoking retention of title, the seller may reclaim the goods, and the client must cooperate.

16.6. If the client breaches paragraph 5, a penalty of €250 per day (maximum €25,000) is owed, without prejudice to the seller’s right to damages.

16.7. The seller has a right of pledge and retention over all client goods held for any reason, for all existing and future claims.

Article 17: Intellectual Property Rights

17.1. The seller is regarded as the creator, designer, inventor, or originator of all works, models, marks, or inventions made under the agreement, with exclusive rights to apply for patents, trademarks, or designs.

17.2. Intellectual property rights are not transferred to the client during performance of the contract.

17.3. If software is supplied, the source code remains with the seller. The client receives only a non-exclusive, worldwide, perpetual user license solely for normal use and proper functioning.

17.4. The client may not transfer or sublicense the software license, except upon resale of the associated good, under the same conditions.

17.5. The seller is not liable for third-party intellectual property infringement claims.

17.6. The client indemnifies the seller against third-party intellectual property infringement claims.

Article 18: Transfer of Rights or Obligations

The client may not transfer or encumber any rights or obligations under these general terms or the underlying agreement(s) without prior written consent from the seller. This clause has property law effect.

Article 19: Termination or Cancellation of the Agreement

19.1. The client is not entitled to terminate or cancel the agreement wholly or partially.

19.2. If the seller agrees to termination, the client owes a compensation of at least 20% of the agreed or estimated price. The seller may demand a higher amount or set further conditions.

Article 20: Applicable Law and Competent Court

20.1. Belgian law applicable.

20.2. The competent Belgian courts in the contractor’s place of business (leuven)  has exclusive jurisdiction over disputes arising from or related to the agreement.