Conditions

General conditions of purchase, sale and delivery

1. DEFINITIONS

In these general terms and conditions the following terms shall have the following meanings:

• “AVG whether GDPR”EU Regulation 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
• "Services": all work performed by VanRoey for or on behalf of the Client, whether or not in connection with the delivery of Products under an Agreement.
• "Offer" whether "Project Proposal": the order or order form, or proposal for Agreement prepared by VanRoey pursuant to which the order of Products and/or Services is made.
• "Client or Customer": any company with whom VanRoey enters into an Agreement, or is still negotiating, with regard to the supply of Products and/or the provision of Services.
• "Agreement or Contract"means any Agreement concluded between VanRoey and the Client, any "Change Request" or supplement thereto, as well as all (legal) acts in preparation and/or in execution of that Agreement.
• "Force majeure": Any circumstance beyond the reasonable control of a Party that makes it impossible for that Party to perform its obligations under the Agreement, such as, for example, fire, flood, earthquake or other natural disasters, acts of war or terrorism, riots, cyber-attacks, supplier strikes, orders from the authorities, government interventions poor financial or economic situation beyond the control of a Party due to a pandemic, partial immobilisation or interruption of its systems due to hackers or viruses, total or partial internet stagnation, and failure of a third party involved in the performance of the Agreement that is not a subcontractor of the Supplier (e.g. Microsoft, Telenet, ...)
• "Party": Principal or VanRoey.
• "Products": any hardware, equipment, goods, parts, materials of third parties supplied by VanRoey as part of a Service or purchased by the Client from VanRoey.
• "Resources": The resources made available to the Principal under the Agreement as reflected in the signed Quote or Project Proposal, supplemented by Change Request(s) as appropriate.
• “VanRoey or VRA”: Van Roey Automation NV, a company incorporated under Belgian law with its registered office in Belgium at Kempenlaan 2a, bus 6, 2300 Turnhout, registered under VAT BE 0457.553.651.
• "Web sales": selling via e-commerce platforms such as store.vanroey.be or via Vanroeybe.salesbuildr.com where the Client places orders or commissions online itself.

2. SCOPE

1. These terms and conditions shall apply to all offers, Quotations/Project proposals, deliveries, transport and invoicing emanating from VanRoey, and to all Agreements between VanRoey on the one hand and the Client on the other hand, insofar as they have not been expressly deviated from in writing.
2. Per individual Product, or per individual Service, special conditions with product- or service-specific provisions as well as contract terms may also apply, in case of conflict between these General Terms and Conditions and the special conditions of the product- or service-specific Agreement, the special conditions shall prevail over the General Terms and Conditions.
3. In case the Client wishes to use VanRoey's Products and/or Services for non-professional use, the Client must notify VanRoey in writing in advance.
4. All offers and Quotations of VanRoey, as well as the data provided by it, are always free of obligation, apply only by way of information and do not bind VanRoey.
5. An order/assignment from the Client shall only be contractually binding on VanRoey if VanRoey has expressly accepted its contents in writing. On the part of the Client, each order/assignment immediately constitutes a contractually binding offer, even before its written acceptance by VanRoey. The use and/or keeping by the Client of any Product or the performance of Services by or with the knowledge of the Client shall constitute sufficient proof of its order by the Client and permission to invoice the relevant Products and/or Services.
6. The parties acknowledge that the performance of an Agreement will depend on their cooperation and that they must therefore mutually provide all information reasonably requested. Failure to provide such cooperation and information will affect the performance of the Agreement. The Parties will clearly agree between themselves who will act as contact person for each Party. The Parties undertake to ensure that the contact information they provide is always up to date. If there are any changes to this information, Parties are obliged to communicate this as soon as possible.

3. DURING

1. If the Agreement concluded between the Parties is a continuing performance agreement, the Agreement has been entered into for the term agreed between the Parties, failing which a term of one (1) year shall apply.
2. The duration of the Agreement shall be tacitly extended in each case for the duration of the period originally agreed upon, unless a Party terminates the Agreement in writing with due observance of a notice period of three (3) months prior to the end of the period in question, provided that no third party is involved to which a different notice period applies.
3. If during the term of the Agreement, as a result of a decision of the Client, changes take place to the agreed volumes (of Services) or the volumes (of Services) change to such an extent or the agreed volumes (of Services) are not met so that the performance of Agreement becomes unprofitable for VanRoey, then VanRoey has the right to terminate the Agreement unilaterally, without compensation and subject to a notice period of (6) six months.

4. SPECIFICATIONS/ PERSONNEL/subcontracting

1. VanRoey reserves the right at any time to make changes and additions to the product specifications it previously communicated or the proposed services, in the event they are the result of the technical evolution of the Products/Services or economic conditions. VanRoey guarantees at least equivalent functionalities and performance of the delivered Product or Service in case of any changed product specification.
2. VanRoey reserves the right to determine which employees are assigned to an assignment, as well as to replace these employees during the assignment. In accordance with Article 31 §1 of the Act of 24 July 1987 on temporary work, temporary employment and the posting of employees to users, the Client, its employees or agents may not give instructions to VanRoey's employees and must refrain from exercising any form of authority over VanRoey's employees.
3. VanRoey is entitled to entrust all or part of the performance of the Agreement to one or more subcontractors, who will perform the Agreement under VanRoey's supervision in accordance with the rules of the art. The subcontractors called upon by VanRoey shall observe the agreed execution time and additional agreements when providing services on behalf of VanRoey. Except in case of fraud or wilful misconduct on the part of the subcontractor, VanRoey shall be liable for any damage caused by a subcontractor.

5. REJECTION BAN

1. The Client undertakes not to directly or indirectly employ or appoint employees or former employees of VanRoey or its subsidiaries or sister companies as consultants. This provision applies both during the Agreement and for a period of twenty-four (24) months after the end of the Agreement. The term provided for in the Agreement shall be decisive for this purpose.
2. In case of breach of this clause, the Client shall pay to VanRoey liquidated damages equal to 12 months' gross salary of the employee or former employee, as the latter was paid by VanRoey.

6. PRICES AND TARIFFS

1. VanRoey's prices are based on the values of wages and materials, foreign currency exchange rates, import duties, levies and taxes applicable at the time of the offer/quotation.
2. The prices for the paying Services are determined in the Quotation and/or in the service agreement between VanRoey and the Client. They are expressed in euro or in the currency agreed between the Parties. The prices are set on the basis of an hourly/daily rate which may vary according to the level of Services to be performed.

The price is prepared on the basis of the Client's requirements and the data in VanRoey's possession. It is the responsibility of the Client to ensure that the data provided by the Client in this context are correct. If it turns out afterwards that the data provided by the Client, on the basis of which the price was established, were not correct or have been changed in the meantime, this will possibly give rise to a revision of the price, the terms of the Agreement and the term of execution.

For standard working hours, being Monday to Friday from 08-18h, a rate of 100% applies. Outside standard working hours, an overtime rate applies. Overtime is always billable. A rate of 150% applies Monday to Friday from 18-22h and Saturday from 08-22h. A rate of 200% is applicable on all days from 22-8h and on Sundays and public holidays. Execution of work is preferably done during standard working hours. A daily rate applies to an average working day of 8 hours performed during standard working hours.

Prices are stated Ex Works. Unless expressly provided otherwise, the following costs are not included in the budgeted prices or rates:

• VAT and other taxes or charges,
• costs for communication, translation, training,
• transport and accommodation costs, and
• Generally demonstrable advances made by VanRoey.

Costs for rush orders, urgent deliveries or interventions shall always be borne by the Client. All additional deliveries of Services performed by VanRoey at the request of the Client shall be invoiced immediately, separately to the Client at the rates generally applicable at the time. Each delivery of Products or Services must be seen as a separate transaction. Consequently, promotions relating to a specific delivery do not affect previous or future deliveries, unless expressly agreed otherwise.

3. VanRoey expressly reserves the right to change the agreed price of Products and licences of third parties, even if they are delivered within the framework of a service agreement, if, after the date of the conclusion of the Agreement, one or more objective cost price factors (such as, for example, wage costs, social security charges, prices of materials, prices of raw materials, prices of energy or prices of suppliers) undergo a demonstrable change. If applicable, VanRoey shall inform the Client of the price change.

The Client expressly accepts that VanRoey is entitled to revise the agreed prices for Services annually based on the Agoria Digital index. The revision will be done according to the usual methodology whereby 80% of the initial price (0.80) will be indexed according to the evolution of the Agoria Digital index, while the remaining 20% (0.20) will be considered a fixed and non-indexable part.

The price revision is calculated according to the formula below:

If applicable, VanRoey will inform the Client in writing about the revision of the price.

4. In the event that a fundamental change in economic conditions (such as but not limited to changes in exchange rates, scarcity in the market, etc.) results in an unreasonable or disproportionate burden on VanRoey for the performance of the Agreement, the Parties shall renegotiate in order to jointly agree on an equitable amendment to the Agreement.

7. CONTACT MOMENTS

1. The Services will take place through a number of contact moments throughout the current contract year. These contact moments will be determined by mutual agreement between the Client and VanRoey.
2. These must take place within the current contract year, and therefore cannot be carried over to the following contract year. If one of the contact moments cannot be scheduled within the relevant contract year for reasons attributable to the Customer, this shall under no circumstances give rise to a credit note. The Parties undertake to take the necessary measures to have the contact moments take place on time.
3. If a contact moment cannot take place, the Client is obliged to inform VanRoey of this in good time, no later than 2 (two) working days in advance. The parties shall endeavour to fix a new date by mutual agreement, which must take place within the current contract year. If this does not prove possible, the right to a replacement date shall lapse.
4. If the Client fails to inform VanRoey on time that the contact moment cannot take place, the Client will have to pay a fixed compensation for this of 80 (eighty)% of the daily fee applicable at that time. In this case, the right to a replacement date is forfeited.

8. Delivery

1. The delivery of Products and Services by VanRoey takes place Ex Works. The risks associated with the solutions delivered shall pass to the Client at the time of delivery. The Client is responsible for insuring the risks as of delivery.
2. The delivery dates provided by VanRoey are indicative and are not binding to VanRoey. All time schedules, deadlines and delivery dates envisaged by VanRoey are drawn up within the framework of assumptions made by VanRoey for this purpose. Delay in delivery does not give the right to compensation or dissolution of the Agreement. Performance depends on a number of uncertain factors and these time schedules, deadlines and/or delivery dates therefore constitute an indicative approximation.
3. In case of delivery of Products, the Customer must immediately indicate on the carrier's order list upon receipt any discrepancies regarding the correct number of packages and the existence of transport damage. By signing the order list without additional entries, the Customer confirms its agreement to receive the correct number of packages and the absence of transport damage. The absence of a box or transport packaging upon delivery is considered a defect. A defect is only at the expense of VanRoey on condition that the Client mentions the absence of a box or transport packaging on the carrier's order list. Complaints regarding the contents of transport packaging must be reported in writing within 7 calendar days after delivery, after which VanRoey will investigate the complaint. In case of an unfounded complaint, VanRoey reserves the right to refuse subsequent delivery or replacement. All delivered Products must be received by the carrier at the time of the offer.
4. Furnishing and modification of the place(s) where the Products and/or Services are provided shall be at the expense of the Client, who shall be liable for all damage to equipment and/or software, as well as for additional costs incurred by VanRoey as a result of untimely, incorrect or defective performance.
5. If the Customer purchases, and collects, the Products from one of VanRoey's branches, the signing of the invoice or other document, or the collection of the Products, shall imply the acceptance of the Products in their condition.
6. In the case of shipment to the Client, for example in the case of Web sales, the Client, will owe the shipping costs to VanRoey if the amount of the Products and Services purchased is less than €500.00 excluding VAT.
7. Payment for the delivered Products and Services implies acceptance by the Client of the compliant delivery.
8. The delivery of Products shall be deemed completed the moment the Products are made available to the Client, regardless of whether their installation or configuration has already taken place. VanRoey is entitled to invoice the Products in full from the moment of delivery, even if installation or implementation work is still in progress or will be carried out at a later time. Any additional installation or configuration services will be invoiced separately at applicable rates.

9. USER RIGHTS AND LICENCES

1. The amount payable by the Client for the right of use of the application software developed by VanRoey relates to the user licence and to the legal maintenance of the application. However, are not included, the modifications in the legislation applicable to the software, which are so far-reaching that the architecture of the programming has to be fundamentally adjusted, or where various programming modules have to be largely rewritten. In such cases, a separate arrangement will be worked out. The costs for such adjustments may be charged to the Client.
2. The complete reprogramming of applications as a result of changed technological circumstances is also not included in the maintenance costs. As part of the Life Cycle Management of certain solutions such as specific software applications, VanRoey retains the right to discontinue support thereof after a period of time.
3. The Client will always be notified if the support of a solution, which it uses, is discontinued. In doing so, VanRoey will respect a reasonable notice period.
4. The Client acknowledges that the use of Microsoft products/licences, or products/licences of other third parties, is subject to Microsoft's licence and usage terms and conditions https://www.microsoft.com/licensing/docs/customeragreement, or the licence conditions of the other third party. The Client must therefore comply with these terms and conditions.
5. If the Client orders Microsoft Licences, the Client can only modify or cancel this order on the same working day and on condition that the Client informs VanRoey about this at the latest at 4 pm on the working day of the order.
6. The licences ordered shall be considered as definitively ordered from the following day and cannot be cancelled or reduced in number during the term of the Contract. The Client is himself responsible for correctly passing on his order. VanRoey bears no responsibility whatsoever for quantities incorrectly communicated by the Client.
7. If the Customer enters into a Contract for a specific term (e.g. 1 year) and opts for monthly billing, the Customer will have to pay a termination fee equal to the monthly fee multiplied by the number of remaining months of the original Contract term in the event of any interim termination of the licences.
8. Unless expressly agreed otherwise in writing, all licences entered into by the Customer with VanRoey will be automatically renewed after the expiry of the initial licence period for successive periods of equal duration as the initial licence period.
   
   Under no circumstances can VanRoey be held liable on account of the failure to send any notification to the Client about the expiry of the licence period.

9. The Client has the right to terminate the automatic renewal of the licence agreement by notifying VanRoey in writing, giving three (3) months' notice before the end of the current licence period. If the Client does not terminate the licence agreement in time, the Client shall be liable to pay the full renewal period.

10. INSTALLATIONS AND INTERVENTIONS

1. Unless otherwise agreed in writing, the Customer shall take care of installation of the Products itself. In the event of installation by VanRoey, the Client shall make available all facilities necessary for the execution of the performance (such as free access to the Products and the associated products, documentation for making the diagnosis, electrical current, telephone, presence of the Client or a person appointed or designated by the Client who personally uses the Products and is aware of the Client's needs, ...). Installation that cannot proceed due to the absence of the aforementioned facilities will be invoiced separately by VanRoey.

11. PAYMENT

1. All payments must be made within thirty (30) days of the invoice date, unless a different payment term is provided on the invoice, without any deduction or set-off, unless otherwise agreed in writing. This payment obligation can never be suspended or postponed by invoking any case of Force Majeure. Payment of invoices may not be made contingent on the commissioning of the Products delivered.
   
   All current and future taxes and additional levies and costs, of whatever nature, related to the execution of the assignment are at the expense of the Client.

1. By default, invoices will always be delivered electronically via the delivery platform chosen by the Client. If the Client nevertheless wishes to deliver his invoice on paper, this is only possible if explicitly requested in writing to factuur@vanroey.be.
2. Invoices must be disputed within a period of eight (8) working days from their date of issue, failing which they will be considered accepted. If part of an invoice is disputed in good faith, the undisputed part will be paid immediately. After settlement of the dispute, all amounts due to VanRoey shall be paid including the interest mentioned below, and this from the day on which the amounts were due.
3. In case of non-payment on the due date, a default interest of twelve (12) % on an annual basis shall be payable on the invoice amount, ipso jure and without prior notice of default, from the due date until the day of full payment. In addition, in case of non-payment, a lump-sum compensation of ten (10) % of the principal amount, including VAT, shall be due by operation of law and without prior notice, subject to a higher compensation if a greater damage is proved. All relevant recovery costs incurred by VanRoey, following the delay in payment, shall be borne by the Client.
4. In case of full or partial non-payment of an invoice on the due date, VanRoey reserves the right to suspend the performance of the Agreement, without prior notice of default and without compensation. All costs resulting from this shall be borne by the Client. In this case, the Client shall also indemnify VanRoey for any third-party claim resulting from this suspension.

12. RETENTION OF TITLE

1. Ownership of the Products delivered shall only be transferred to the Client when the Client has fulfilled all its obligations towards VanRoey. Transfer of ownership shall therefore only take place after payment of all claims arising from the business relationship with the Customer. As long as the ownership of the delivered Products has not been transferred to the Customer, the latter is not entitled (i) to use the delivered Products as a means of payment, to alienate, to pledge or to encumber them with a right in rem, (ii) to dispose of the Products. In addition, the Customer must (i) affix to the Products a sign clearly indicating that the Products are the property of VanRoey and (ii) store the Products separately so that they are not mixed with Products of the Customer or third parties.

1. In the event that VanRoey invokes the retention of title as a result of the Client's non-payment, the Agreement shall be deemed terminated, without prejudice to VanRoey's right to compensation for any damages, including but not limited to lost profit and other commercial losses.
2. Costs associated with or damage caused by VanRoey's retrieval of Products shall be borne by the Client.

13. SOFTWARE INTELLECTUAL PROPERTY

1. In the context of software application delivery, VanRoey can provide three forms of software:
   • Software owned by third parties
   • Standard software owned by VanRoey
   • Bespoke software developed by VanRoey for the Client.
2. Intellectual property rights, of whatever nature, to the software delivered by VanRoey to the Client in the context of the performance of the Agreement shall remain the property of VanRoey or the third-party supplier. Nothing in these general terms and conditions shall effect the transfer of (intellectual) property rights to the software supplied by VanRoey to the Client.
3. The Client guarantees that all documentation and information provided by it to VanRoey with a view to the performance of the Agreement and its use do not infringe any intellectual rights of third parties, and indemnifies VanRoey against any loss, damage, costs, expenses or other claims arising from a claim due to infringement of the intellectual rights of third parties.

4. The Client acknowledges that the intellectual property rights of any kind relating to the generic knowledge and know-how provided by VanRoey in the performance of the Agreement are owned by VanRoey or third-party suppliers and remain its property.
5. The Customer is granted a non-transferable and non-exclusive right to use the software during the term of the Agreement, subject to the terms and conditions of these general terms and conditions and the documentation provided by VanRoey, exclusively for internal purposes and business operations of the Customer. The Client does not have the right to: (i) copy, translate, modify, adapt, decompile, disassemble, reverse engineer the software in whole or in part, except to the extent specifically permitted by applicable law, (ii) create derivative works based on the software, (iii) transfer the software as a whole or in parts to the IT environment of third parties without the written consent of VanRoey and (iv) at any time collateralise, transfer, sublicense, sublet or sell the software without the written consent of VanRoey.

1. Unless expressly agreed otherwise, the intellectual property rights to the results of the Agreement shall remain the property of VanRoey. Even if agreed otherwise, the intellectual property rights to the results of the Agreement shall only pass at the time of full payment of all invoices related to this Agreement.

7. In case software owned by third parties is purchased directly by the Client from the third-party supplier or supplied by VanRoey, the terms of delivery, licences, warranties, conditions of support and other contact conditions imposed by the third-party supplier shall apply. VanRoey shall not accept any additional obligations in this respect. The Client itself must familiarise itself with these terms and conditions in good time, which it accepts and signs. The Client must comply with the conditions imposed by the third-party supplier and must ensure that all persons using this software comply with these conditions.

1. Unless expressly provided otherwise in a Special Agreement, a licence price does not include delivery costs, installation costs, training, special documentation or other Services related to the software. If VanRoey installs software pursuant to a Special Agreement, it will be considered accepted upon termination of the installation.

14. TERMINATION/CONTINUATION/Force majeure

1. Each Party shall have the right to terminate the Agreement at any time, without judicial authorisation, without prior notice of default and without payment of any damages, with immediate effect, upon written notice by registered letter, in the following cases: (i) if the other Party, despite written notice of default observing a period of thirty (30) calendar days, defaults in the performance of one or more material obligations arising from the Agreement, (ii) in the event of permanent cessation of payments or (the application for) bankruptcy by the other Party, or (iii) in the event of liquidation or cessation of activities of the other Party.
   
   Material breach of contract includes violation of the prohibition of collection (Article 5), confidentiality (Article 18) and non-payment of invoices.

2. In the event that the Agreement is unilaterally terminated at the charge of the Client, the Client shall owe compensation to VanRoey equal to the damage actually suffered by VanRoey. This damage will at least and certainly consist of the value of the Products and Services for the remaining term of the Agreement (x number of months times the monthly fee) and the costs incurred by VanRoey. In case the Agreement relates to (one-time) deliveries of Products and Services (not a Long-term Agreement), the damages shall at least and certainly consist of 25% of the agreed price, subject to higher compensation if higher damages have been suffered by VanRoey.

1. In the circumstances described above, VanRoey shall also be entitled, without notice of default and by operation of law, to suspend all further deliveries and services to the Client.

4. If, after the conclusion of the Agreement, its execution cannot take place due to Force Majeure, the defaulting Party shall notify the other Party within a period of seven (7) calendar days after the start of the Force Majeure situation. In case the Force Majeure situation results in an interruption of the performance, the performance period and the obligations of the relevant Party shall in any case be suspended by operation of law for the duration of the interruption, plus the time required to restart the services. In such case, the Parties shall make all reasonable efforts to limit the consequences of the Force Majeure situation. If the Force Majeure situation lasts longer than two (2) months, each Party shall be entitled to terminate the Agreement without court intervention, without the other Party being liable to pay any damages to the first Party, except for the costs already incurred by VanRoey prior to the Force Majeure situation which shall be borne by the Client.

15. ACCEPTANCE AND WARRANTY

1. VanRoey warrants to provide Products and/or Services corresponding to the agreed Products and/or Services in accordance with the rules of the art.
2. Any lack of conformity between the agreed Products and/or Services and the Products and/or Services that were delivered or the existence of a visible defect must be communicated in writing to VanRoey immediately and no later than 7 (seven) calendar days after delivery, failing which the Products and/or Services shall be deemed to have been accepted by the Client. In the event that Products delivered by VanRoey within the framework of the Agreement with the Client would show visible defects or to the extent that the Client proves that a non-conforming Product or Service was delivered, the Client can only claim a repair, replacement, or the performance of the Agreement by equivalent if a repair or replacement is not possible, or the dissolution of the Agreement with a refund but without any right to compensation for the Client.
3. Complaints based on hidden defects to Products must, under penalty of cancellation, be communicated by the Client to VanRoey by registered letter immediately after their discovery and no later than two (2) months after their discovery. In case the Client can prove that the defects are hidden defects to Products that were known to VanRoey, the Client can only claim a refund of the price of the defective Product after its return to VanRoey, or a price reduction, provided that the latter can be objectively demonstrated.
4. Consumables such as batteries, cartridges/toner are excluded from warranty.
5. All Products supplied by VanRoey are covered by the warranty given by the manufacturer. During this period, in case of non-operation, the Products can be exchanged according to the manufacturer's conditions. These Products must always be returned by the Customer in their original packaging, and together with the original purchase receipts. Should the Products prove not to be defective after inspection by the manufacturer, the Customer will have to reimburse the costs incurred by VanRoey.
6. Unconditional acceptance of the Products and/or Services provided by VanRoey shall be evidenced by the unreserved commissioning of the Products provided and/or the result of the Services. Software solutions whose IP is owned by VanRoey shall have the following warranty conditions: VanRoey takes due care in the development of the software, it being understood that software is intended for application by multiple users and is therefore of a general nature.
7. VanRoey warrants that the software will be delivered with normal professional care in a diligent and competent manner, and that the software will function in accordance with the documentation. Correcting, within reasonable and commercially feasible limits, any non-conformity with this warranty shall be VanRoey's sole obligation provided that the Client notifies VanRoey in a sufficiently clear and written manner, accompanied by the necessary supporting documents (including all necessary screen shots), within thirty (30) days after the software is delivered or, if applicable, within thirty (30) days after successful completion of the acceptance testing. After the expiry of this period, the software shall be deemed to be accepted by the Customer “as is”.
   
   This warranty is not applicable in case of erroneous use of the software or unauthorised modifications, nor any other cause which is extraneous to VanRoey. VanRoey does not guarantee and is not responsible for (i) the operation of products or services provided by third parties and not sold by VanRoey, nor their compatibility or integration, nor for any information provided in this respect, (ii) the marketability and/or suitability of the software for a particular purpose, (iii) the Client's expectation that the software will meet or can be adapted to meet all or any of the Client's specific requirements, except if expressly agreed otherwise in writing and (iv) the uninterrupted or error-free use of the software by the Client.
8. The following are never covered by the warranty. Interventions as a result of any cause external to the delivery such as, among others:

• • incorrect or abnormal use or operation, negligence of the Client, defects in the electronic system, overvoltage, non-compliance by the Client with local specifications;
  • any maintenance, any adjustment by persons not authorised in advance in writing by VanRoey;
  • irregular functioning of equipment, to which the delivered Products were connected;
  • any return of Products to our address without our written consent;
• In all these cases, in addition to the time and costs spent on them, spare parts will also be invoiced at the rates and prices applicable at that time.

16. RESPONSIBILITIES

1. The parties acknowledge that the success of work in the field of information and communication technology depends on proper mutual cooperation. The Client shall always render all cooperation reasonably requested by VanRoey in a timely manner.
2. To enable VanRoey to properly perform the Agreement, the Client shall always provide any data or information required by VanRoey in good time. The Client guarantees the accuracy and completeness of the information provided by it to VanRoey.
   
   The Client shall provide VanRoey with all information which it knows, or should have known, is necessary for VanRoey's performance of the Agreement.
3. The Client bears the risk of selecting the Products and/or Services to be provided by VanRoey.
4. If the Client fails to fulfil its contractual obligations, VanRoey shall be entitled to suspend performance of the Agreement until the aforementioned obligations are fulfilled by the Client, which shall in any case extend the term of performance and the costs thereof shall be charged in full to the Client.

17. LIMITATION OF LIABILITY AND INDEMNITY

1. In no event shall VanRoey be liable for any damages related to the use of the Products or Services it has provided or any related information and/or documentation, nor for any other indirect damages which are not the direct and immediate result of a fault of VanRoey, except in case of fraud or wilful misconduct, such as, but not limited to, communication costs, loss of income, third party claims, loss of data, damage and/or defects due to materials or information provided by the Client or by third parties.
2. Unless expressly agreed otherwise, VanRoey's Services are resource commitments.
3. Under no circumstances will VanRoey be liable for defects in the material, hardware or software in which the Products it supplies were implemented by or on the instructions of the Client.
4. Under no circumstances will VanRoey be liable for the consequences of cyber incidents at the Client.
5. VanRoey's liability with regard to direct damage will be limited to reparation in kind. If recovery in kind is no longer possible, VanRoey's liability shall be limited to the amount covered in the relevant case under VanRoey's BA exploitation and/or BA after delivery insurance. If, for whatever reason, no cover under the BA exploitation and/or BA after delivery insurance can be invoked, any claim for liability in principal, interest and costs, shall be limited to half of the amount paid by the Customer for the Products and/or Services sold under the relevant Agreement, during three (3) months preceding the relevant claim. In no case shall the total compensation for direct damages under any Agreement exceed EUR 50,000.
6. The Client declares to have been fully informed by VanRoey about characteristics, operation, possibilities and limitations of use of the equipment and/or software, as well as the problems of adaptation, integration and extension that may arise, and waives any claim against VanRoey in this respect.
7. In the event of installations or services provided by VanRoey in connection with external connectivity, VanRoey may under no circumstances be held responsible for the quality of the connection, for the consequences of the use of these connections, nor for "hacking", misuse of information, damage or loss of data, nor for the content of the website(s) of the Client, nor for their compliance with existing legislation and regulations.
8. Costs charged by third parties can in no way be recovered from VanRoey unless with prior written agreement.

9. Except in the case of damage resulting from an impairment of physical or psychological integrity or damage due to an intentional fault, VanRoey, its director(s), employee(s), contractors, appointees or other auxiliaries can never be non-contractually liable for damage resulting from the non-performance of a contractual obligation that also constitutes a non-contractual fault or consequences of cyber incidents.
10. VanRoey shall indemnify the Client for any direct loss it suffers as a result of an enforceable court decision, due to the fact that the software (or any part thereof) infringes an intellectual property right of a third party, but only if: (i) the Client notifies VanRoey immediately and within 24 hours by email after becoming aware that a claim may be brought, (ii) VanRoey is in full control of the defence of the claim and of any settlement negotiations, and (iii) the Client does not take any action contrary to VanRoey's interests.
11. If VanRoey reasonably determines, or a third party alleges, that the Customer's use of the software in accordance with this Agreement infringes the intellectual property rights of any third party, VanRoey may, at its own expense: (i) replace the software or modify it in such a way that it no longer infringes the intellectual property rights in question provided that the software provides at least equivalent functionalities, or (ii) acquire for the Customer the right to use the software in accordance with the Agreement and these general terms and conditions.
12. VanRoey shall have no indemnification obligation to the Client if and to the extent that the claim for infringement of intellectual property rights is the result of: (i) a correction or modification of the software that was not made by or on behalf of VanRoey, (ii) the Client's use of the software in a manner inconsistent with these general terms and conditions, the documentation or VanRoey's reasonable instructions, or (iii) the combination of the software with other software to which VanRoey has not agreed.

18. CONFIDENTIALITY

1. In the course of the Services, the Parties will come into contact with confidential information of each other. Such information includes, without limitation, information consisting of or relating to technology, trade secrets, know-how, business operations, plans, strategies, customers and pricing, and information in respect of which the Disclosing Party has contractual or other confidentiality obligations, and/or which the Receiving Party knows or reasonably ought to know that the Disclosing Party considers to be confidential or protected.
2. The parties are therefore obliged to observe strict confidentiality with regard to all confidential information they obtain through the performance of the Agreement, both during the performance of the Agreement and for three years after the termination of the Agreement.

3. The receiving Party undertakes (i) to keep the Confidential Information secret and confidential, and not to copy, use, distribute or disclose the Confidential Information except as expressly permitted under this Agreement, (ii) to use the Confidential Information received from the disclosing Party solely for the performance of the Agreement and to limit access to the Confidential Information only to third parties whose access to the Confidential Information is necessary for the performance of the Agreement, provided that they are bound by confidentiality obligations at least as stringent and protective as those contained in this Agreement, (iii) take strict precautions to maintain the confidentiality of the Confidential Information and protect the Confidential Information by using the same degree of care as it uses itself to protect its own information of a similar nature, and at least protect the Confidential Information with a reasonable degree of care, and (iv) promptly destroy or return to the Disclosing Party, upon written request, all documents and materials containing Confidential Information and the copies thereof, in any medium whatsoever, and make a declaration that all Confidential Information has been destroyed and no copy has been retained.
4. The parties guarantee and undertake to comply with this confidentiality obligation by everyone for whom they are responsible.
5. This provision shall not apply to information:
   • which is part of the public domain or literature, other than for default of the other Party;
   • received from a bona fide independent third party on whom there is no duty of confidentiality in respect of such information;
   • which was already known by the receiving Party prior to the first notification by the disclosing Party;
   • developed independently by the receiving Party without using the confidential information;
   • required to be disclosed under any applicable statutory or regulatory provision, court order or administrative decision, provided that the receiving Party gives prior written notice to the disclosing Party of the obligation to disclose and reasonably cooperates with the disclosing Party to minimise the confidential information to be disclosed.

19. RECONSTRUCTION OF DATA AND PROGRAMMES AND DATA PROTECTION

1. The Client is solely responsible for setting up procedures that allow it to reconstruct lost or modified files, data or programs at any time, regardless of the cause of the loss or modification. The Client must at least at all times have the necessary back-up copies of its computer programs, files and data at its disposal.
2. Regarding theft encryption or loss of data, VanRoey's responsibility is limited to installing security technology if the Client orders it from VanRoey. VanRoey can never be held liable for damage caused by third parties in the Client's system.

3. VanRoey undertakes to treat all personal data it receives from the Client in accordance with legal obligations relating to the processing of personal data, including the AVG.
4. In those cases where the Agreement involves the processing of personal data and VanRoey will act as a processor, the following processing agreement will apply: https://www.vanroey.be/voorwaarden/#tab6 
5. If the Client wishes more information regarding VanRoey's privacy policy, he or she may contact VanRoey via e-mail: privacy@vanroey.be or consult VanRoey's privacy statement via VanRoey's website (www.vanroey.be).

20. JURISDICTION AND APPLICABLE LAW

1. These General Terms and Conditions and all agreements between VanRoey and the Client shall be governed exclusively by Belgian law. The application of the Vienna Sales Convention is excluded.

2. Any dispute concerning the interpretation or application of these general terms and conditions and any dispute with VanRoey falls within the exclusive jurisdiction of the courts of Antwerp, Turnhout division, unless the law imperatively prescribes another court.

21. OTHER PROVISIONS

1. If one or more articles of the Agreement should be invalid or otherwise non-binding, this shall not affect the validity of the remaining articles of the Agreement. Parties will then, if necessary in joint consultation, as much as permissible, in the spirit of the intention of the invalid or non-binding articles comply with the Agreement. Furthermore, the Parties will then, if necessary in joint consultation, adjust the Agreement as far as necessary, in the sense that the non-binding articles will be replaced by provisions that are binding and differ as little as possible from the non-binding articles in question.
2. The Agreement contains all agreements between the Parties relating to the Agreement and supersedes all previous written and oral agreements made by the Parties in this respect.
3. VanRoey shall at all times be entitled to transfer its rights and obligations under the Agreement to a third party. In case of transfer, VanRoey shall notify the Client and in this notification the Client shall indicate by which party the invoicing will take place. The Client is not allowed to transfer his or her rights under the Agreement to a third party except with the prior, written consent of VanRoey.
4. VanRoey reserves the right to amend these general terms and conditions at any time in line with economic and legal necessities. The new general terms and conditions shall be communicated to the Client, after which the Client shall have the right to terminate the Agreement without respecting a notice period or paying a notice fee subject to notification by registered letter to VanRoey within a period of eight (8) calendar days after the Client has been informed of the amendment of these general terms and conditions.

These terms and conditions were last updated on [19/02/2026].