Article 1 – General

The present general conditions aim to regulate the contractual relationship between the customer and VOCSens SRL, whose registered office is located at rue du Fond Cattelain 1 in 1435 Mont-Saint-Guibert, registered with the Crossroads Bank for Enterprises under the number BE 0721.610.714, hereinafter referred to as “the company” or “VOCSens”

Article 2

§1. These general terms and conditions are applicable to all the activities listed below, carried out by and for which the client has given his consent in accordance with article 6 of these general terms and conditions.

This includes, but is not limited to, the following:

• Sale of micro gas sensors
• Sensor design service

hereinafter referred to as “the Products” or “the Order”

§2. These general terms and conditions are also applicable to any service not covered above and performed by VOCSens within the framework of its activity, expressly mentioned to the client.

§3. The term “customer” refers to the professional purchasing or ordering products offered for sale by VOCSens.

§4. These general terms and conditions are applicable to both sales in Belgium and abroad and concern the entire contractual relationship between VOCSens and the customer: from placing the order to payment and delivery.

Article 3 – Application of the general conditions

§1. The present general conditions prevail over all other general or specific conditions. They may be modified at any time by VOCSens. VOCSens undertakes to inform the customer as soon as possible. The new version of the general terms and conditions shall only apply to contracts concluded after their entry into force.

§2. Deviations from these general terms and conditions are possible and are subject to express written confirmation by the company in the form of special or contractual terms and conditions. In case of contradiction between these general terms and conditions and the special or contractual terms and conditions, the latter shall prevail.

§3. When an offer is made, the customer declares that he has taken note of these general terms and conditions and has understood them by signing the offer as stated above.

If the offer is accepted electronically or by telephone, the customer shall be bound by these general terms and conditions as soon as they are accepted electronically by VOCSens or confirmed by VOCSens in writing.

In the absence of proof to the contrary, the buyer acknowledges having received a copy of these general terms and conditions of sale.

Article 4 – Electronic documents

If the offer or any other communication between the parties is exchanged electronically (e.g. by e-mail) between the customer and VOCSens and the sale is therefore concluded outside the premises of VOCSens, the customer expressly accepts that the electronic exchanges constitute the contractual relationship and can serve as proof of the existence of the contract.

Article 5 – Obligation of means

The services are qualified as obligations of means unless expressly agreed otherwise. The company undertakes to make every effort to carry out the order. However, the company shall not be obliged to use means that are disproportionate to the objective to be achieved.

Article 6 – Offers, prices and payments

§1. The offer submitted to the customer by the company is valid for 30 calendar days.

§2. Unless otherwise stated, the prices mentioned in the offer are exclusive of VAT. The selling price is the price indicated on the price list in force on the day of the conclusion of the sale or the placing of the order.

§3.The customer agrees to the content of the offer:

• by signing the offer with the handwritten words ” Good for agreement ” and the date of signature;
• by confirmation sent by e-mail.

In any case, the offer may be returned signed in writing or by e-mail, provided that the customer’s agreement is stated in a visible, identifiable and unambiguous manner.

Article 7 – Order changes

§1. The company retains the right to change the price of the services for reasons beyond its control. Reasons beyond the company’s control include, but are not limited to, the following

• changes made by the client after signing the offer. Any such changes must be made in writing to the company. The company is free to accept or refuse the request for modification;
• additional requests made by the client after delivery of the work and not included in the offer as mentioned in article 6.

In this case, the company will inform the client. The customer is free to accept or refuse the change in the price of the service. If the customer refuses, compensation of 10% of the value of the order shall be due.

§2. The amounts of the prices proposed by the company shall be defined annually and shall be subject to indexation, automatically and without formality, on the first of January of each year according to the evolution of the smoothed index, used for the indexation of salaries, of the month of December of year -1 compared to December of year -2.

§3. Discounts or rebates may be granted to the customer. These discounts and rebates do not constitute a right for the customer. They are granted in view of the professional relationship between VOCSens and the customer. They are, moreover, strictly linked to the order in question and may not, under any circumstances, be made the object of a general rule.

Article 8 – Cancellation and termination

§1. In the event of cancellation of an order by the customer, the customer shall reimburse all costs already incurred by VOCSens for the realisation of the order and shall also be liable to pay compensation of 10% of the value of the order. This can be demanded by VOCSens without prior notice.

§2. Each party shall have the right, after an unsuccessful 15-day notice of default, to terminate the contract by operation of law if the other party fails to perform all or part of its obligations.

Article 9 – Payment

§1. Payment of products is made as follows:

• a deposit of 30% of the total amount of the offer including VAT is due by the client upon signature of the offer in accordance with article 6 ;
• payment of the balance of the amount upon delivery of the products, and upon presentation of an invoice issued by the company.

Regardless of the outcome of the contractual relationship,  the aforementioned advance payments shall in all cases remain with the company.

All postage and delivery costs are to be borne by the customer and are paid when the offer is signed for approval.

§2. Invoices are payable within 30 days of the date of issue.

The invoice for the services shall be deemed to have been received on the day after the day on which it was sent by post (date of postmark), on the day after it was sent by e-mail or on the day on which it was delivered in person.

§3. The invoice is either handed over to the customer upon delivery or sent by the company to the customer by post or e-mail. In the case of sending by e- mail, the invoice is sent to the e-mail address provided by the customer when signing the offer. The company shall under no circumstances be liable if the e-mail address provided by the customer is incorrect.

In addition, the customer is obliged to inform the company immediately of any changes to the e-mail address or postal address of contact. If the customer fails to notify the company of a change in the e-mail address for sending the invoice(s), no additional payment period will be granted.

§4. Any invoice not paid on the due date, even partially, will give rise, by right and without the need for a formal notice, to :

• an interest of :
  • 5% if the buyer is not acting for professional purposes;
  • 10% if the buyer is acting for professional purposes.
• a lump-sum compensation of a total amount of
  • 10% of the principal sum, with interest and costs and a minimum amount of € 75.00, as a conventional, fixed and irreducible penalty clause.

In the event of legal collection of any invoice, the buyer shall also be liable for professional collection costs, such as legal fees and internal administration costs, which exceed the amount of this fixed compensation. The seller reserves the right, in this case, to suspend the execution of other orders in progress, until full payment of the amounts due.

Article 10 – Deliveries

§1. The services shall only be planned by the company after the acceptance of the offer referred to in Article 6 and the receipt of any advance payment as referred to in Article 9. In the event of a delay in the payment of the deposit, the company will no longer be able to guarantee the execution time that may have been communicated to the client at the time of transmission of the offer.

§2. The company shall, at the client’s request, specify a deadline for the completion of the desired services. This deadline is only given as an indication and may be extended for reasons beyond the company’s control (e.g. illness, accident, force majeure, technical or IT problems, etc.), and is not binding on the company. The company undertakes to make every effort to ensure that the above-mentioned deadline is met.

In this case, the company shall not be liable to the customer for any payment to compensate for the delay.

§3. The delivery of the goods is made Ex works and is not taken care of by VOCSens. The order is only packed for export and made available to the buyer at the premises of VOCSens.

Consequently, the buyer shall bear all costs and risks related to the transport of the order between VOCSens and the buyer (transport, customs, insurance, etc.) as soon as the goods are taken into his possession or, failing that, as soon as they are made available to him.

Article 11 – Terms and conditions specific to engineering samples

§1. The term ‘engineering samples’ refers to prototypes or first models of products or components, developed by VOCSens, intended to be tested and evaluated before series production. The purpose of these samples is to verify the feasibility, functionality, performance and quality of the technical concepts developed by VOCSens, while identifying and correcting any defects with a view to obtaining final products that meet the required quality standards.

§2. The customer being fully informed that the samples have not been approved or certified by regulatory bodies for compliance with safety, environmental or other regulatory standards, the customer may not under any circumstances purchase the engineering samples for the purpose of commercial production, resale or distribution.

In any event, the use of these samples in a commercial environment or for purposes other than testing and evaluation is not authorised by VOCSens and will be at the purchaser’s client customer risk. VOCSens disclaims all liability for any damages, including but not limited to direct, indirect, incidental or consequential damages, resulting from the use of the samples. The purchaser assumes all responsibility for any issues or failures resulting from the use of the samples.

§3. In accordance with the definition in §1, the customer purchases the samples with the full knowledge that the samples may not be fully tested, verified or qualified and may contain defects, bugs or inconsistencies. They are provided “as is” without any warranty of performance, functionality or reliability.

§4. The sale of the samples does not transfer any intellectual property rights. The purchaser agrees not to reverse engineer, disassemble or otherwise attempt to derive the source code, design or functionality of the samples beyond what is necessary for evaluation purposes.

§5. By the very definition of samples, VOCSens cannot guarantee that the features, specifications, or availability of the Samples will be incorporated into future final products or that final production versions of the samples be made available.

Article 12 – Reservation of ownership

The delivered products remain the property of the seller until the price has been paid in full, including interest for late payment and any compensation. In the event of non-payment of the price on the due date, the seller has the right to take back the products at the expense of the buyer; until full payment of these products, the buyer may neither resell them nor pledge them without the prior agreement of the seller.

The buyer undertakes to notify the seller of any seizure by a third party of the products sold for which the price has not been paid in full. Likewise, the buyer undertakes to inform the seller immediately if the delivered and unpaid products are located on premises rented by the buyer.

Article 13 – Guarantee

§1. Any complaint of an apparent defect or lack of conformity affecting the delivered products must be notified to the seller within 7 days of delivery of the products.

§2. The acceptance of the products by the buyer or his representatives shall cover any apparent defect which must be ascertained at the time of delivery. Any complaint of a hidden defect in the products delivered must be notified to the seller within 15 days of the discovery of these defects by the buyer or from the moment when he could reasonably have discovered them.

Any legal action relating to latent defects must be brought within 30 days of the discovery of the defects by the buyer, or from the moment when he could reasonably have discovered them, or from the day of the talks failing that, with a view to a friendly settlement.

§3. No product may be returned to the seller without prior written consent.

§4. For a period of one year from the delivery of the goods, the seller’s warranty shall be limited exclusively to the repair or replacement of the defective goods or to the return or reduction of the invoiced price, without further compensation. Furthermore, the seller’s liability is excluded in the event of damage caused jointly by a defect in the products delivered and by the fault of the victim or a person for whom the victim is responsible.

The warranty expires after this 1 year period.

Article 14 – Limitation of liability

§1. VOCSens performs the services in accordance with the rules of the trade, according to the practices of the profession and in accordance with the standards applicable to the services concerned. In view of the foregoing, its liability is strictly limited to the situations provided for in the following §§.

§2. VOCSens is only liable for the fulfilment of its legal and contractual obligations and for direct damage caused by its action. VOCSens is in no case liable for any damage suffered by the client and in particular, but without being exhaustive, it is not liable for indirect damage, damage caused to third parties or undesired results.

§3. In the event that VOCSens is held liable by the client or a third party, its liability shall in all cases be limited to the maximum amount stipulated in the professional liability insurance contract or any other insurance covering, where applicable, VOCSens’ liability. In no case shall the amount of the damage take into account any expected and unrealized profit or potentially avoided loss on the part of the customer.

§4. VOCSens is not liable for any indirect consequences of the use of the products purchased via VOCSens, or in case of damage resulting from abnormal, unusual or unintended use of the products.

§5. VOCSens shall take all measures to meet the agreed deadlines. With the exception of a serious fault on the part of VOCSens, VOCSens shall in no case be liable for a delay, an error or any other element attributable to a third party, in particular the customer or a supplier (for example in the event of a supplier’s stock shortage, etc.). No compensation of any kind whatsoever may be claimed by the customer in this context.

§6. VOCSens is not responsible for any error in the delivery address that the customer has provided to VOCSens. In no case the customer can ask VOCSens for damages or/and interests, and the costs of a new delivery are at the exclusive charge of the customer.

§7. In no case shall VOCSens be liable for the cancellation or postponement of a delivery date of a product for reasons beyond its control or in the event of force majeure. In the event of such an event, the customer and VOCSens undertake to agree on a postponement of the services insofar as this postponement is possible.

§8. VOCSens reserves the right to refuse the order on behalf of the customer, to terminate it or to refuse it, if necessary, in advance, for personal reasons or reasons related to the customer (e.g. lack of involvement, lack of consistency, recurrent indecision, failure to pay a previous invoice, failure to comply with the rules set out in these general terms and conditions, or any other reason of any kind whatsoever).

Article 15 – Force majeure

The occurrence of any event, such as any interruption in production, transport or delivery, strike, lock-out, embargo, war, terrorist attack or consequences of an attack, shortage of raw materials, epidemics, bad weather and more generally any event of the same nature affecting the parties or their suppliers and delaying or rendering impossible the performance of their respective obligations, shall suspend the performance of their respective obligations.

The party invoking such an event shall promptly notify the other party of the proof of its occurrence.

The performance of its obligations will be suspended until notification of the end of the event, it being understood that neither party may claim any compensation from the other party.

The parties will make every effort to reduce the difficulties and/or damage caused.

If the force majeure lasts for more than 60 days, the parties shall make every effort to renegotiate the subsequent performance of the sales contract. Failing agreement, either party shall have the right to terminate the agreement by notice to the other party.

Article 16 – Subcontracting and assignment

The seller may subcontract all or part of the performance of its obligations to a third party without the prior written consent of the buyer.

Article 17 – Intellectual property & copyright

All the elements produced by the service provider as well as any media provided and handed over to the client are subject to legislation relating to intellectual property and, more particularly, to copyright. The documents are established for exclusive use by the client. The latter may not, under any circumstances, reproduce them either privately or for professional purposes, nor make any modification to the services and/or media. Should the client fail to do so, the service provider reserves the right to refer the matter to the legal authorities, to claim payment of copyright and, if necessary, damages.

Article 18 – Confidentiality and protection of personal data

§1. Personal and/or confidential data relating to both the client and VOCSens, as well as to third parties involved in the contractual relationship, collected in any way whatsoever and, essentially by e-mail exchanges, mentions on the offer, oral exchanges, as well as all future information, are only intended for the execution of the contract and for communications between the parties. It will not be communicated or transferred to third parties, other than technical service providers if necessary.

Both VOCSens and the client are obliged to respect the confidentiality of the information and to use it only to the extent that it is necessary for the performance of the service.

§2. In the event of non-compliance with this principle of confidentiality, both VOCSens and the client may demand compensation for the damage suffered by the party in question.

Article 19

§1. Any personal data concerning the customer, as defined by the European Data Protection Regulation 2016/679, shall be processed in compliance with the latter and with the law of 30/07/2018 on the protection of individuals with regard to the processing of personal data. The data is kept only for specific actions of VOCSens and is, under no circumstances, transmitted to third parties neither for direct marketing purposes nor for any other purpose.

Where applicable, any other use is subject to the explicit and consent of the customer, in particular by accepting the VOCSens cookie policy, which can be consulted on the website covered by these general terms and conditions.

§2. The data kept by VOCSens are the following: surname, first name, postal address, e-mail address, telephone number, VAT number, date of the order and delivery of the products.

§3. The customer has the possibility to:

• to object, on simple request and free of charge, to the processing of their personal data;
• to access, free of charge, the data concerning him/her kept by VOCSens and to obtain rectification of data that are incomplete, inaccurate or irrelevant;
• to object, on serious and legitimate grounds, to the processing of the data stored;
• to request the deletion of data concerning him/her from VOCSens, insofar as their retention is not imposed by a legal obligation;
• to request the portability of their data held by VOCSens to a third party;
• to withdraw consent to data processing based solely on consent at any time.

Any request concerning the above must be sent in writing to VOCSens, either by post or by email to info@vocsens.com, or via the online contact form available via the following link https://vocsens.com/.

§4. The complete privacy policy is available via the following link: https://vocsens.com/privacypolicy/ or upon written request to VOCSens at the above-mentioned e-mail address.

Article 20 – Sensor data

The products sold by VOCSens collect sensor data (such as performance data, usage data,…). By purchasing the products sold by VOCSens, the customer automatically consents to this data being stored on VOCSens servers and used for non-commercial purposes by VOCSens.

In any event, VOCSens undertakes to implement commercially reasonable security measures to protect the data hosted on its servers against unauthorised access, misuse, loss or alteration.

VOCSens shall only be liable for any direct damage caused to sensor data due to gross negligence or wilful misconduct on the part of VOCSens.

The Customer undertakes to take reasonable security measures to protect its own systems and networks. The Client is responsible for the management and confidentiality of its accesses. VOCSens shall not be liable for any damages resulting from the Client’s negligence in the management and confidentiality of these accesses.

The Customer is solely and exclusively responsible for its content present on the VOCSens servers.

For the rest, article 14 of the present general terms of sale relating to liability applies to sensor data.

Article 20 – References

VOCSens may, at any time, use the orders placed by a professional customer for reference purposes and this in an anonymous manner.

VOCSens undertakes to obtain the customer’s consent for references with explicit mention of the customer’s data, in accordance with articles 17 and 18 of these general terms and conditions.

Article 21 – Claim

§1. Any complaint by the customer must be made immediately and verbally, confirmed in writing (by registered mail) or by a form to be sent by e-mail to the address info@vocsens.com at the latest within 3 days, as evidenced by the postmark, of receipt of the products.

VOCSens undertakes to make every effort to find an amicable solution that suits all parties.

§2. If a complaint is made by the customer within the time limits set out in §1, and insofar as VOCSens accepts it, the amount of the complaint shall be limited to the value of the products concerned.

Article 22 – Dispute resolution and competent courts

In the event of a dispute, mediation between VOCSens and the client is preferred. To this end, the parties undertake to participate in at least one mediation meeting organised by a mediator approved by the Federal Mediation Commission. If, after this meeting, no agreement seems possible, the competent courts are those of the judicial district of the registered office of VOCSens.

Article 23 – Nullity

The possible invalidity of a provision of these general terms and conditions shall not affect the invalidity of the whole. If a provision is rendered invalid, the parties undertake to conclude a clause with similar effect and to insert it in these general terms and conditions.

Article 24 – Application of Belgian law

All provisions not specified in these general terms and conditions are governed by the Belgian law in force at the time the contract is concluded.