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Terms and Conditions

  1. OVERVIEW
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    1. These Terms govern the use of QustomDot’s Web Shop, any offers made available on QustomDot’s Web Shop, any Products purchased on the Web Shop and any agreements entered into by a Client and QustomDot, unless expressly agreed otherwise in writing. Capitalized terms shall have the meaning ascribed thereto in Section 21.
       

    2. By accepting these Terms, either by clicking a box indicating acceptance, by using our Web Shop, by placing an order, and/or purchasing something from us, you acknowledge having read these Terms and you accept to be bound by the Terms, including any additional terms and documentation referenced herein. The Terms take precedence over all other conditions from the Client or any third party, even where it is stated therein that only those conditions may apply and even if they were not protested by QustomDot. 
       

    3. These Terms will be made available to you, at least before purchasing any Products, in a manner that will allow you to save the Terms on a durable electronic data carrier. You can review the most current version including previous versions of the Terms at any time on https://www.qustomdot.com/terms. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our Web Shop, in such event you will be asked to accept the revised Terms (and have the opportunity to object them if you have reasonable grounds thereto). The Terms in force at the time of the order of the Products will apply to the agreement between you and QustomDot.
       

  2. FORMATION AND DURATION OF THE AGREEMENT
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    1. The purchase agreement comes into effect as soon as you have accepted an offer on our Web Shop and the Terms and shall be deemed to have been entered into for a definite term. These Terms are effective as of your order of the products via our Web Shop until terminated by either party in accordance with Section 19.
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    2. After placing an order, you will receive an order confirmation with an overview of the ordered Products. 
       

  3. USAGE OF THE WEB SHOP
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    1. By accepting the Terms or placing an online order, you represent that you (i) are at least the age of majority in your state of residence; and (ii) that you are not a consumer but act in a professional capacity and can therefore not claim any rights under applicable consumer laws.
       

    2. After registering, QustomDot will create a personal account for you, which allows you to use and access our Web Shop. You can only order our Products via your personal account in accordance with these Terms. Accounts on our Web Shop are strictly personal and cannot be transferred or exchanged in any way to another person. Login details (such as username and password) may not be shared with third parties (regardless of whether such persons are also engaged by or employed by the same legal entity). If you believe that your account details have been obtained by an unauthorized third party, you shall contact QustomDot immediately to suspend and reset your account. Each Web Shop user is responsible for maintaining the confidentiality of his/her account and acknowledges that he/she is liable for losses incurred by QustomDot and any third party due to any unauthorized usage of your account. QustomDot reserve the right to refuse to create an account for anyone for any reason at any time.
       

    3. You agree to provide current, complete and accurate purchase and account information for all purchases made at our Web Shop. You agree to promptly update your (account) information, so that we can complete your transactions and contact you as needed.
       

    4. We do not guarantee that your use of our Web Shop will be uninterrupted or error-free. You agree that from time to time the Web Shop may be unavailable for indefinite periods of time (e.g. for maintenance purposes), without notice to you.
       

    5. Upon breach or violation of these Terms, QustomDot is entitled to immediately terminate the agreement.
       

  4. SHIPPING AND DELIVERY​
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    1. The Products and Customizations shall materially conform and be provided in accordance with the specifications set forth on the Web Shop and in the Documentation (as applicable) and are deemed accepted upon delivery. QustomDot shall to the best of its abilities ensure that the Products are properly packed, secured and protected prior to delivery so as to ensure that they reach the Client in good condition, in accordance with industry practice.
       

    2. The Products shall, subject to the payment of the relevant fees, be delivered to the Client’s address as specified during the order process (INCOTERM CPT). QustomDot endeavors to deliver the Products within the communicated timeframe. The Client agrees that delivery dates are indicative only, and that the time of delivery is not of the essence. In the event QustomDot is not able to deliver the Products within the period set out above, QustomDot undertakes to inform you thereof in writing and shall keep you informed of the new delivery date.
       

    3. QustomDot shall not be liable for any delay in delivery that is caused by: (i) Force Majeure; (ii) the Client’s failure to provide adequate delivery instructions; or (iii) delivery problems with its supplier.
       

    4. The purchase prices indicated on the Web Shop are exclusive of the costs of carriage, delivery, and shipment of the Products. Delivery costs will depend on the country where the Products should be delivered.
       

    5. QustomDot shall remain the owner of the Products until the Client has affected payment in full. Risk of loss to the Products passes to the Client on delivery to the carrier (i.e. as of the moment it leaves QustomDot’s or its manufacturers or subcontractor’s premises (as applicable)).
       

    6. QustomDot reserves the right to make partial deliveries of ordered Products. In case of partial delivery, QustomDot will keep you informed accordingly.
       

  5. PRODUCT RECALL
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    1. If QustomDot is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw the Products from the market (“Recall Notice”) it shall without undue delay notify you in writing.
       

    2. The Client acknowledges and agrees that, it shall immediately cease the usage of the Products, upon notification of a Recall Notice and follow any subsequent instructions of QustomDot related to the Recall Notice.
       

  6. ACCURACY AND COMPLETENESS OF INFORMATION
     

    1. QustomDot endeavors to display on the Web Shop information (with respect to the offered Products, including pricing, discounts, availability, transit times, etc.) which is as accurate and complete as possible, however, we are not responsible if information made available on our Web Shop is not accurate, complete, or current. You may always contact us for the most current information about an offer. Any reliance on the material on our Web Shop is at your own risk. We reserve the right to modify the contents of our Web Shop at any time.
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  7. MODIFICATIONS TO OUR PRODUCT OFFERING
     

    1. Prices for our Products are subject to change without notice. Price amendments only apply to orders placed after the amended price is published on the Web Shop.
       

    2. We reserve the right at any time to modify or discontinue the Products offered in the Web Shop without notice at any time.
       

    3. We shall not be liable for any modification, price change, suspension, or discontinuance of the provision of (certain) Products. QustomDot cannot guarantee that all Products shown in the Web Shop are effectively available because it is possible that several Clients may order the same Products at the same time. In such event, QustomDot will inform you hereof without undue delay after your order. If a Product is not available (regardless of any order or purchase confirmation received), either party may, without being liable for compensation, cancel the purchase. In that event, the purchase will be annulled and QustomDot will refund any advance payments made.
       

  8. PRODUCTS
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    1. We have made every effort to display as accurately as possible the specifications, properties, colors and images of our Products that are offered at the Web Shop. The specifics of the Products set forth on our Web Shop and/or documentation are based on our own tests and measurements. Such measurements may differ depending on the used devices and methods. We cannot guarantee that your computer’s, monitor's, printer’s or any other device’s display of any color or measurement of such properties will be accurate as it depends on your settings and the used (measurement) methods. The specifications, descriptions, images, illustrations and other indications or recommendations on the Web Shop or other documents, are provided for information purposes only. You acknowledge that the pictures and descriptions may vary from the performance of the delivered Products.
       

    2. You acknowledge that our Web Shop and the documentation available on our website might include recommendations of usage or advice (such as with respect to inter-operability with third party devices). You (and each user of the Products) remain(s) solely responsible for the use, interpretation or implementation of such recommendations. Any analyzations and interpretations of and any decisions taken based on information available on our Web Shop, should be executed by a trained and experienced quantum dot expert.
       

    3. It remains the Client’s sole responsibility to maintain all necessary rights or licenses to use the Products and to safely install, use and accommodate them, in accordance with applicable (local) law, any documentation provided by QustomDot and industry practices. The Client shall (and procures that its users will) adhere to the documentation (such as user instructions and guides provided from time to time by QustomDot), these Terms, applicable (local) laws and to any industry customs and practices which may apply to the user’s profession for which it uses Products.
       

    4. We reserve the right, but are not obligated, to limit the sales of our Products to any person, geographic region or jurisdiction. We may, in our sole discretion, limit or cancel quantities purchased per person, Client account, company, credit card, billing/shipping address or order. In the event we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
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  9. USAGE RESTRICTIONS
     

    1. Our Products can be used by the Client for its internal business purposes. However, you agree not to (i) reproduce, duplicate, copy, sell, or exploit any portion of the IP and Products, QustomDot Website or any of the information available on the QustomDot Website; (ii) decompile, disassemble, reverse engineer, adapt, alter, translate, modify in any manner or develop any derivative works based on the Products and/or content and other resources available on the QustomDot Website; (iii) use our Products for any illegal, fraudulent, harmful or unauthorized purpose; (iv) use the Products or any Confidential Information to develop products or goods identical or similar to the Products; and/or (v) (attempt to) interfere with or circumvent any implemented security or safety measures on our Web Shop, without express written permission by us.
       

    2. Upon breach or violation of this Section 9, QustomDot is entitled to immediately terminate the agreement.
       

  10. WARRANTY
     

    1. QustomDot shall execute the Agreement in good faith and in accordance with the expertise, independence and diligence that can be reasonably expected from a qualified service provider.
       

    2. QustomDot provides a warranty for material hidden defects in the Products, subject to the following conditions and limitations: (i) the hidden defect existed at the time of delivery and renders the Products unsuitable for their intended use or significantly reduces its use; (ii) the Products prove to be defective within six (6) months of delivery; (iii) any claim for hidden defects must be submitted by the Client to QustomDot in writing (containing a detailed description of the defect), no later than two (2) months after the Client discovered or ought to have discovered the hidden defect; and (iv) no warranty shall be provided in the following cases: use in violation of the documentation, improper use or maintenance, usage of the Products in combination with any third party products, faulty or negligent handling, acts or omissions of a third party, and/or despite any prohibition thereto any modifications, repairs or changes made to the Products by a third party. The Client’s sole remedy shall be the replacement of the Products (with identical or similar Products), without the Client being able to claim any additional form of compensation. Upon discovery of any defect, the Client is obliged to immediately cease use of the relevant Product(s). The Client shall provide QustomDot, subject to mutual agreement, the necessary time and opportunity to perform all subsequent substitute deliveries. If such time and opportunity is not offered, QustomDot will be released from all liability for any resulting consequences.
       

    3. Save for the foregoing warranties, the Client acknowledges and agrees that QustomDot makes no representations or warranties concerning any matter under these Terms, including with respect to the Products and the Web Shop. Subject to the maximum extent permitted under applicable law, the Web Shop and Products delivered to you are provided “as is” and “as available” for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, inter-operability with third party products or devices, fitness for a particular purpose, durability, title, accuracy, and non-infringement.
       

    4. The Client acknowledges, warrants and agrees that (i) the Products are designed to operate in such environmental conditions as specified in the relevant Documentation and that QustomDot does not guarantee that the Products shall operate under any and all (changed) contexts or environmental circumstances; and (ii) QustomDot has no knowledge of specific legislation that applies to the region, country, or state in which the Client operates.
       

  11. PRICES AND PAYMENT
     

    1. The prices of the Products will be as quoted on the Web Shop at the time you submit an order.
       

    2. All prices are exclusive of VAT, other taxes, custom duties, delivery, or shipment costs (as set forth in Section 4.4 and 4.5) and are due in Euro (€). Before submission of an order, the total price, including all costs and taxes, will be made available to you.
       

    3. You must pay at the moment of the placement of your order (i.e. one-off, upfront, prior to completion of your order).
       

    4. Any protest of an invoice must be notified in writing within fourteen (14) calendar days as from the invoice date (failure of which shall result in the invoice being irrevocably deemed accepted), together with any appropriate information supporting your position.
       

    5. All fees payable to QustomDot under these Terms shall be paid without the right to set off or counterclaim. The Client is responsible for the payment of all general, state or local import, usage, value added, withholding or other taxes associated with the supply or use of the Products. The Client shall promptly reimburse QustomDot for any such taxes or duties paid by QustomDot.
       

    6. In the event of no or late payment, the amount due is automatically increased with interests at the rate pursuant to the Belgian Act on combating late payment of 2 August 2002, from its due date until full payment of the amount due is received; and QustomDot shall be entitled to suspend any of its obligations under these Terms, without incurring any liability, until full payment of the amount due has been received.
       

  12. THIRD-PARTY TERMS
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    1. Our store is hosted by a third party. They provide us with the online e-commerce platform that allows us to sell our Products via our Web Shop to you. You agree to comply with any specific terms and conditions of the third party that might apply, as available their website. (https://www.wix.com/about/terms-of-use.). QustomDot shall not be responsible for any non-availability of the Web Shop to the extent due to its hosting or service providers.
       

    2. Third-party links on our Web Shop may direct you to third-party websites, platforms and/or applications that are not affiliated with us. We are not responsible for examining or evaluating their content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. Complaints, claims, concerns, or questions regarding third-party products should be directed to the relevant third-party.
       

  13. FEEDBACK
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    1. If you send certain specific submissions (voluntarily or upon our request), such as ideas, suggestions, proposals, feedback, input, plans, or other materials (“Feedback”) you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use or commercialize such Feedback. We are and shall be under no obligation to maintain any Feedback in confidence, to implement or respond to any Feedback or pay any compensation for any Feedback provided. Any Intellectual Property Rights vested in such Feedback shall be automatically transferred to QustomDot.
       

    2. You agree that your Feedback will not violate any (intellectual property) rights of any third-party.
       

  14. CONFIDENTIALITY
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    1. For the purpose of this Section 14, “Confidential Information” shall include: the information of the disclosing party which is disclosed to the receiving party in the execution of these Terms, whether in written, oral, electronic or other form and which is explicitly marked as confidential or proprietary or should reasonably be considered confidential.
       

    2. The receiving party may only use the Confidential Information for the purposes of complying with its rights or obligations under these Terms, shall hold all Confidential Information in strict confidence and adequately protect it and will not disclose, copy, reproduce, or distribute any of it or otherwise make it available to third parties or exploit any part of the Confidential Information other than as herein provided. The receiving party may only disclose Confidential Information to its employees, consultants, advisors, representatives on a strict ‘need to know’ basis and provided that they are subject to confidentiality obligations which are substantially the same as the confidentiality obligations set forth in this Section 14). Confidential Information shall only be used by the receiving party if and to the extent necessary for the execution of its rights and obligations under these Terms. The parties in particular agree that they shall promptly notify the other Party if they become aware of any breach of confidentiality and shall provide all reasonable assistance in relation thereto.
       

    3. The confidentiality obligations of this Section 14, shall not apply to information that: (i) is published or comes into the public domain other than by a breach of these Terms, (ii) can be proven to have been known by the receiving party before disclosure by the disclosing party; (iii) is lawfully obtained from a third party other than by a confidentiality breach of such third party; (iv) can be shown to have been created by the receiving party independently of the disclosure.
       

    4. The obligations set out in this Section 14 shall apply during the term of these Terms and shall survive during five (5) years after the termination or expiration of these Terms.
       

    5. If the receiving party breaches its obligations of confidentiality under this Section 14, QustomDot reserves the right to seek legal recourse to protect its rights. Any disputes arising from such breaches shall be subject to the exclusive jurisdiction of the courts located in Belgium, and the customer shall bear all costs associated with such legal proceedings.
       

  15. DATA PROTECTION
     

    1. Both parties acknowledge that specific legislation applies to processing of personal data and agree to comply with their obligations thereunder. If and to the extent QustomDot is provided access to any personal data and/or processes such personal data in the performance of these Terms, QustomDot shall do so in accordance with its privacy policy, available at: https://www.qustomdot.com/privacy.
       

    2. The Client represents and warrants that it has the legal right to disclose any personal data it makes available to QustomDot under or in connection with these Terms and that the Client has a valid legal ground to process such personal data and to disclose such personal data.
       

    3. The Client acknowledges that QustomDot may contact the Client to improve its user experience of the ordered Products and to tailor QustomDot’s Product offering to the Client’s needs and to request whether such Client has any Feedback (defined below).
       

  16. INTELLECTUAL PROPERTY RIGHTS
     

    1. QustomDot and its licensors (as applicable) shall at all times retain all titles, interests and rights, including but not limited to any intellectual property rights vested in and related to the Products, the Web Shop, the resources available on the Web Shop (including, without limitation, to text, graphics, code, images and logos, underlying algorithms), including any amendments, improvements, modifications thereto or derivative works thereof.
       

    2. Nothing in these Terms transfers any rights, titles or interests to the Intellectual Property Rights vested in or related to the Products or Web Shop to you or any third party. You agree to be bound by and observe the proprietary nature of the Intellectual Property Rights and agree not to remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright notice, on or in the Products, Web Shop, visible during its operation or on any media or documentation.
       

    3. QustomDot shall not be liable for any claim by a third party against the Client resulting from or related to an (alleged) infringement of Intellectual Property Rights caused by the actions, negligence or misuse of the Products and/or Web Shop by the Client.
       

  17. LIABILITY
     

    1. Subject to the maximum extent permitted under applicable law, QustomDot hereby excludes its liability for any indirect, incidental, punitive, special, consequential or similar damages (including damages for loss of profit, anticipated savings, lost revenue or income, loss of use or production, loss of business, loss or corruption of data, loss of database or software, loss of customers and contracts, loss of goodwill, the cost of procuring replacement goods or services, and reputational damage) whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever.
       

    2. Subject to the maximum extent permitted under applicable law, QustomDot’s liability under the Terms, whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever, shall for each event (or series of connected events) and per contract year not exceed the purchase price paid or payable by the Client to QustomDot for the purchase of the Products under these Terms during the six (6) months preceding the event giving rise to the liability claim.
       

    3. In any event, QustomDot shall not be liable for any damage resulting from (i) your failure to comply with these Terms or any documentation or user guides referenced herein; (ii) usage of the Products in combination with any third party products, (raw) materials, or goods; (iii) any acts or omissions of third parties; and/or (iv) despite any prohibition thereto, any modifications or alterations made to the Products not executed by or with the express written consent of QustomDot and you shall indemnify QustomDot against any third party claims in this respect.
       

    4. The provisions set forth in this Section 17 shall apply to the same extent to QustomDot’s officers, employees, agents, contractors or other representatives as they apply to QustomDot.
       

  18. CONTACT INFORMATION
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    1. If you have any questions about the Terms or our Products, please sent an email to info@qustomdot.com.
       

  19. TERMINATION
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    1. Either Party may terminate these Terms, by written notice to the other party if (i) the other party materially breaches these Terms and fails to cure such breach within thirty (30) calendar days from receipt of a default notice; or (ii) if the other party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business. QustomDot shall, without prejudice to any other rights or remedy available, be entitled to immediately terminate these Terms by giving written notice, in the event you infringe QustomDot’s Intellectual Property Rights, Confidential Information, or user instructions.
       

    2. Upon termination of these Terms, for whatever reason (i) you shall promptly pay QustomDot all fees and other amounts earned by or due to QustomDot pursuant to these Terms, up to and including the date of termination, and (ii) both parties shall, at the disclosing party’s sole discretion, return or delete (and certify such deletion) of any Confidential Information of the disclosing party in its possession or under its control (except as required to comply with any applicable legal or accounting record keeping requirement). The provisions of these Terms that are expressly or implicitly intended to survive termination, shall survive any expiration or termination of these Terms.
       

  20. MICCELANEOUS
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    1. Entire agreement. These Terms and any documentation or operating rules referenced herein or available on the QustomDot Website contains the entire agreement and understanding between the parties with respect to the subject-matter hereof. This agreement is in addition to, and does not supersede, any prior agreements or understandings (written or oral), including any previous agreements made with the receiving party concerning other ways of receiving information or material from QustomDot.
      The failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be explicit and in writing. Severability. If any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions. Any invalid or unenforceable provision will automatically be replaced by a suitable provision that is closest to what the parties would have wished, in accordance with the purpose of this Agreement. Non-assignment. You may not assign or transfer any rights and/or obligations set forth in these Terms to any third party. QustomDot shall be free to (i) transfer or assign (part of) its obligations or rights under these Terms and (ii) to subcontract the performance of these Terms to third party parties (e.g. for the manufacturing of the Products or delivery thereof) without prior notification. Force majeure. A party shall not be liable for delays or failure to perform its (non-monetary) obligations under these Terms, if such delay or failure is caused by Force Majeure. The execution of the obligation that cannot be carried out due to Force Majeure, will be suspended for the duration of the Force Majeure. If the situation of Force Majeure affects the delivery of (part of) the Products, QustomDot will inform you of this impact and the parties shall agree on a new, reasonable delivery period. The parties have in any event, the right to cancel the relevant order or agreement affected by a situation of Force Majeure which has continued for more than ninety (90) calendar days. Independence. No employment, partnership, temporary partnership, joint venture or agency form exists between the parties. The relationship between the parties is that of independent contractors. Publicity. QustomDot shall have the right to use your trademarks or other marks (including corporate names) for marketing or promotion purposes, such as (but not limited hereto) customer references on QustomDot’s website, Web Shop and during sales presentations. Notices. Any notice required to be served under these Terms shall in first instance be given by electronic email. All notices given by electronic email, shall only be valid in case confirmation of receipt was expressly given by electronic email within five (5) business days. In case no confirmation of receipt was given within five (5) business days, all notices can be done in writing and served by personal delivery, registered letter, addressed to either party at its address given in the order (or as otherwise made available by the parties). Governing law and jurisdiction. These Terms shall be governed by and construed in accordance with the laws of Belgium, without giving effect to any conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. Any dispute with respect to the validity and/or interpretation of these Terms will be finally settled by the competent courts of Ghent (department Ghent).
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  21. DEFINITIONS
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    1. “Client”: the legal person or entity who acts for purposes that fall inside their commercial, corporate or professional activities and who purchases Products via the Web Shop. Throughout our Web Shop and these Terms we use the term “you” to refer to the Client; "Force Majeure": any event beyond the reasonable control of one of the parties that affects the execution of its obligations, including, natural disasters, riots, war, emergencies, actions or omissions of the government, economic disputes, fire, flooding, the reduced or non-functioning of networks, systems and equipment of third parties, unforeseen shortages or unavailability of supplies, and delays in or bankruptcy of QustomDot’s subcontractors or suppliers; “Intellectual Property Rights”: all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights, such as, patents, copyright, sui generis rights, database rights, rights in trade secrets, know-how, business names, rights on computer programs, trade names, trademarks, service marks, passing off rights, utility models, semi-conductor topography rights, rights in designs and all (future) rights in the nature of any of the aforementioned items; “Products”: the “off-the-shelf” quantum dot products available for purchase on the Web Shop (such as QustomGlow, QustomSense, QustomInk, etc…); “QustomDot”: QustomDot BV, having its registered office at Technologiepark-Zwijnaarde 66, 9052 Gent, Belgium and with company number 0742.565.880, RLE Ghent (division Ghent). Throughout our Web Shop and these Terms, the terms “we”, “us” and “our” refer to QustomDot; “Terms”: the present terms and conditions, as may be amended by QustomDot from time to time in accordance with Section 1.3; “Web Shop”: QustomDot’s web shop available at https://www.qustomdot.com/shop.

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