top of page

General Terms and Conditions for the sale of Products, for testing and demonstration purposes


These General Terms and Conditions govern the sale of Products or services and use of Products provided by QustomDot ("Company") to its customers ("Customer"), including the sale or delivery of free Products, free samples and free services. By placing an order or accepting Products, the Customer agrees to these terms.
Definitions
Throughout this document, words importing the singular number will include the plural and vice versa; words importing the masculine will include the feminine and neuter and vice versa; words importing persons will include bodies corporate, unincorporated associations and partnerships; and the word 'including' will be deemed to be followed by the words 'without limitation’.
•    “Business Day”: any day other than a Saturday, a Sunday or a public holiday in Belgium;
•    "Confidential Information": Any non-public information shared between the Company and the Customer related to the Products, business operations, or technologies, including technical, financial, and commercial information;
•    “Customer Data”: The set of data belonging to the Customer which is processed, stored and/or transported in or through the systems and infrastructure of the Customer and/or the Company;
•    “Fault”: The Company’s (or its employees’) fraud, wilful misconduct (opzet / dol) or gross negligence (zware fout / faute grave);
•    "Feedback": Any ideas, suggestions, test results or recommendations given by the Customer regarding The Company’s Products, technologies, or services. 
•    “Force Majeure event”: Events beyond a Party’s reasonable control, including, acts of nature, war, terrorism, government action, Third-Party actions, transportation delays, increased material costs, labour action, illness, fire, or theft;
•    “Goods”: The physical or digital items provided by the Company;
•    "IP": Any Intellectual Property rights, including patents, copyrights, trademarks, trade secrets, designs, or other proprietary rights related to the Products of the Company;
•    “Losses”: Any loss, damage, cost, expense, or liability, whether direct, indirect, special, incidental, or consequential, incurred by a Party in connection with a breach of the Purchase Order.
•    “Party”: Company or Customer and “Parties” means both of them;
•    "Product": The Goods and/or services provided by the Company;
•    “Purchase Order”: The contract formed between the Customer and the Company, including these General Terms and Conditions, and other related documents;
•    "Third Party": Any person or entity that is not a Party to the Purchase Order, including subcontractors, service providers, or external partners.
•    “in Writing” or “Written”: any communication made in writing, including email;
1. Company Information
QustomDot is a private limited liability company (BV/SRL), organized and existing under the laws of Belgium, with its registered office at Technologiepark-Zwijnaarde 66, 9052 Ghent, Belgium. QustomDot is registered with the Crossroads Bank of Enterprises under number 0742.565.880 (the “Company”).
2. Acceptance of Terms
By placing an order, the Customer accepts these General Terms and Conditions in full. No amendments or modifications to these terms will be binding unless made in Writing and agreed to by the Company. These General Terms and Conditions shall always take precedence over any terms provided by the Customer. Specific terms between the Customer and the Company, only when duly signed by an authorized representative of the Company, shall take precedence over these General Terms and Conditions. 
3. Purchase Orders
Purchase Orders placed with the Company are considered intuitu personae. Purchase Orders can be made by Written communication. The Purchase Order is deemed accepted upon the Company’s confirmation by sending the Customer the Purchase Order acknowledgement, and the Customer will be bound by these General Terms and Conditions. Upon reception of advance payment associated with the Purchase Order, the Company will begin to allocate time and resources.
Any modification to a Purchase Order, including changes to specifications or quantities, must be made in Writing and approved by both Parties. Any resulting change in price or delivery schedule will be agreed upon in Writing. 
4. Cancellation of Purchase Orders
The Customer may not cancel any Purchase Order unless the Company expressly agrees in Writing. In the event of cancellation, the Customer shall be liable for the following costs:
•    Production costs;
•    Costs for purchased materials;
•    An administrative handling fee of EUR 250;
•    Any other costs incurred by the Company in connection with the cancellation.
5. Prices
Customer shall pay the prices as agreed upon in the Purchase Order. If not stated explicitly otherwise, the agreed prices are expressed in Euro. 
Unless fixed prices have been agreed in Writing, all prices are subject to alteration prior to dispatch of the Goods. Any quotation, tender price or price list that has been communicated by the Company prior to conclusion of a Purchase Order is for information only.
Unless otherwise agreed in Writing, all prices are net of shipping and handling charges, packaging, VAT, customs charges and any other applicable taxes and charges, which will be notified to the Customer at the time of payment (if known) and added to the total price payable.
All consular and bank charges, import and customs duties and taxes that arise from, or by virtue of, the sale or delivery must be paid by the Customer. The Customer shall promptly reimburse the Company for any such taxes or duties paid by the Company. 
The Company reserves the right to amend any agreed prices in the event of an obvious mistake or clerical or typographical error.
6 Delivery
The delivery terms and a good faith estimate of the delivery schedule shall be stipulated in the Purchase Order. The Company has the right to change or delay the delivery schedule if causes beyond its reasonable control prevent the delivery within the stipulated timeframe, without giving rise to any compensation. The Company shall inform the Customer thereof. No claim will be made by the Customer, nor will the Customer refuse to accept delivery of the Products, on the grounds of the Company’s failure to deliver the Products on any particular date.
The Products to be delivered by the Company as well as the delivery address and the delivery site shall be specified in the Purchase Order.
The Company will not deliver Goods, directly or indirectly, to addresses in embargoed, sanctioned or sensitive destinations and entities. To date the following countries are under comprehensive sanctions and no transaction is permitted with the countries listed below:
Belarus, Central African Republic, Congo, Crimea, Cuba, Iran, Lebanon, Libya, Myanmar, Nicaragua, North Korea, Russian Federation, Somalia, South Sudan, Sudan, Syria, Venezuela, Yemen, Zimbabwe. Furthermore, it is allowed to conclude transactions with Ukraine except for transactions in Crimea, Sebastopol, Donetsk Oblast, Kherson Oblast, Luhansk Oblast and Zaporizhia Oblast.
Products will be delivered by a courier service or other means of transportation at the Company’s choice. Unless explicitly stated otherwise in the Purchase Order, the transportation of the Products, at the point in time it leaves the premises of the Company, shall occur at the Customer’s risk to the maximum extent permitted by applicable law including the risk for loss, damage or destruction, and the Customer shall take out suitable and sufficient insurance for possible damage claims. For the avoidance of doubt all risks relating to the Products are borne by the Customer as soon as the Products leave the premises of the Company. Any applicable customs taxes are borne by the Customer.
The Customer, the recipient, the collector or the person receiving the Products on behalf of the Customer must inspect the goods for deviations (i) upon receipt thereof and express any reservations they have regarding any damage or visible defects in writing to the courier; or, if immediate inspection is not reasonably possible, (ii) at the latest within five (5) calendar days following delivery in writing to the Company.  
7. Non-acceptance of delivery
If the Customer refuses or fails to take or accept delivery of the Goods, for reasons other than the Fault of the Company, the Company’s invoice will be payable.
In the event of a non-acceptance of delivery, the Company may, at its option:
(a) terminate the related Purchase Order with immediate effect;
(b) dispose of the Goods as the Company deems fit and recover any Losses incurred in doing so from the Customer; and/or
(c) charge the Customer a storage fee for the storage of the Goods until delivery can be attempted again.
The Company will not be liable for any Losses of the Customer that arise due to a failed delivery attempt, nor for any Losses of the Customer that arise between delivery attempts.
Any non-accepted Products shall only be sent back (i) after Customer has received the Company’s prior written authorisation to return the Products and in accordance with the Company’s instructions, (ii) in the original packaging and (iii) within five (5) calendar days of the Company’s authorisation. The Company shall only bear the costs of any Product returns if Customer has complied with the aforementioned conditions. 
8 Payment
Unless otherwise stated, the Company will issue the invoice for the advance payment upon Purchase Order acknowledgement. Payment shall be done by wire transfer, in the currency stated on the invoice.  Customer agrees to make all payments due to the Company under the Purchase Order within the term as mentioned on the invoice, unless Parties have agreed otherwise in Writing. In the event of late payment, all Customer payment obligations to the Company will immediately become due and payable. 
Unless explicitly indicated otherwise, the Company shall have the right to send its invoices electronically to the Customer’s email address set out in the Purchase Order. Electronic invoices are deemed to have been received by the Customer at the date of sending thereof by the Company.  
At its sole discretion, the Company may agree on other payment terms.
In the event that any payment is not received in our account within the specified period, the Company reserves the right to:
•    request the payment of all outstanding invoices before releasing further delivery of Products;
•    re-allocate the Goods; 
•    cancel the Purchase Order;
•    charge interest on overdue payments at the higher of (i) 10% per annum, calculated from the date the invoice became due, and (ii) the legal interest rate of the Act of August 2nd, 2002 on late payment interests in commercial transactions, which interest shall be compounded monthly as of the exceeding of the period within which the payment was due, until receipt of full payment by the Company;
•    charge an administration fee of 10% of the invoice amount, increased with 50€ for each reminder; and
•    charge any other collection costs.
No claim by the Customer will entitle it to any deduction, retention or withholding of any part of the sums due and the Customer is not entitled to any set-off within or between Purchase Orders with the Company.
All amounts to be paid to the Company under the Purchase Order shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever, unless the same are required by law. In case of the latter, the Customer undertakes to pay the Company such additional amounts as are necessary in order that the net amounts received by the Company after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholdings. 
9. Complaints
Upon receipt, the Customer must inspect the Products and report any damage or discrepancies to the Company within five (5) Business Days. Failure to do so will constitute acceptance of the Products as conforming to the Purchase Order. Such claims do not in any circumstances suspend the payment obligation of the Customer.
The Customer must follow any instructions provided by the Company regarding the handling of complaints. The only remedy available to the Customer in case of non-conformity will be, at the Company’s discretion, either the replacement of the Products or a refund of the amount paid, subject to the return of the Products in accordance with the Company’s instructions.
10. Customer Data 
The Customer is fully responsible for the content of the Customer Data. The Customer warrants that the Customer Data, and the Company’s access to and processing of the Customer Data in the context of the provision of Products in accordance with the Purchase Order, do not violate any laws or regulations, contractual agreements and/or any third-party rights. The Customer shall comply with any terms of use at all times with respect to the Customer Data. 
Unless explicitly agreed otherwise in the Purchase Order, the Customer is fully responsible for the safety and security of the Customer Data, and for making the necessary back-ups in order to avoid loss and/or corruption of the Customer Data. The Company is only responsible for making back-ups to the extent explicitly specified in the Purchase Order. 
In case of loss or corruption of the Customer Data following the provision of the Products, the Company is only obliged to restore such data on the basis of the most recent available back-up. Under no circumstances is the Company obliged to input or reconstruct the Customer Data. 
11. Product Use
The Products are to be used solely by the Customer for testing and demonstration purposes. The Customer acknowledges that the Products may not be used for any other purpose and may not be assigned, distributed, sold, leased or transferred to any Third Parties.
12. Reverse Engineering & Usage Restrictions
The Customer agrees to use the Products solely for internal business purposes and further agrees not to:
•    Derivatize, synthesize, reverse engineer, or modify the Product;
•    Reproduce, duplicate, copy, sell, or exploit any part of the Company’s IP or Products;
•    Use the Products for any unlawful, fraudulent, harmful, or unauthorized purposes; and
•    Use the Products or any Confidential Information to develop Products that are identical or similar to the Company’s Products, without the express Written consent of the Company.
The Customer further agrees not to analyse or permit any Third Party to analyse the Product (whether for structure, chemical properties, physical properties, or otherwise) or to attempt any form of reverse engineering, without the prior Written consent of the Company.
In the event of a breach of this provision, the Company reserves the right to immediately terminate any ongoing or future deliveries or services, without prejudice to any other legal remedies available to the Company. Any intellectual property resulting from such a breach will belong exclusively to the Company.
13. Intellectual Property (IP)
The Company retains all rights, title, and interest in its IP, including any inventions, patents, trademarks, or trade secrets arising from or relating to the Products or services. The transfer of Products does not grant the Customer any rights or licenses under any patents, patent applications, or other IP rights of the Company. All IP rights relating to the Products, including any improvements or inventions arising from the Products, even if these are developed by the Customer shall remain the exclusive property of the Company.
The Company may use any Feedback by the Customer freely and incorporate it into its Products and technologies without compensation to the Customer.
14. Force Majeure
The Company shall not be held liable for any Losses, damage, or inconvenience arising from a Force Majeure event.
In the event that either Party is prevented from performing or is unable to perform any of its non-monetary obligations under the Purchase Order due to a Force Majeure event, such Party shall give prompt written notice to the other Party and its non-performance shall be excused, and the time for performance shall be extended for the period of delay or inability to perform due to such occurrences.  
Where the disruption lasts, or is estimated to last, longer than three (3) months, the Company may terminate the related Purchase Order immediately on Written notice without liability to the Customer.
15. Warranties
The Company warrants that its Products will conform to the description provided to the Customer. Except as explicitly stated, the Company makes no further warranties, express or implied, including warranties of fitness for any particular purpose other than testing and demonstration.
The Company does not warrant that the use or sale of its Products will not infringe upon any IP or other rights of Third Parties.
16. Liability
Subject to the maximum extent permitted by applicable law, the Company’s liability under the Purchase Order in respect of any event (or series of connected events) or in the aggregate shall not exceed all fees paid by the Customer to the Company under the Purchase Order for a period of twelve (12) months prior to the date of the event (or last of the series of connected events) giving rise to the claim.
Under no circumstances, and to the maximum extent permitted by applicable law, the Company shall be held liable for any indirect damages arising from the use of the Products or relating to the Purchase Order suffered by the Customer, regardless of (i) whether such damages were foreseeable, (ii) whether or not it was advised of the possibility of such damages and (iii) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In no event shall the Company’s aggregate liability exceed the amount paid by the Customer for the defective Product in question. 
Each party hereby excludes any extra-contractual liability related to the formation, performance, and termination of the Purchase Order (and guarantees that its affiliated persons exclude this) with respect to any other party and the directors, employees, shareholders, and direct or indirect auxiliary persons of such other party and its affiliated persons to the fullest extent permitted by law (including gross negligence).
17. Term and Termination
The Purchase Order is concluded for a definite duration with automatic termination upon conclusion of the obligations set out in the Purchase Order. 
Without prejudice to its other rights or remedies, the Company may terminate any Purchase Order immediately on Written notice for cause if the Customer:
(a) becomes bankrupt or insolvent
(b) has a receiver, administrator or equivalent appointed
(c) commits a material breach of these General Terms and Conditions, or any other agreement with the Company
Upon termination for cause, all outstanding invoices will become immediately due and all orders that are being processed or delivered under other agreements with the Company will be immediately cancelled without refund.
18. Confidentiality
All information exchanged between the Parties related to the sale of Products, including General Terms and Conditions, shall be kept confidential and may not be disclosed to any Third Party without prior Written consent, unless required by law. Where applicable Parties may decide to enter into a non-disclosure agreement.
The obligation of confidentiality shall remain in force for a period of five (5) years after the latter of (i) the termination or expiry of the term of the Purchase Order, or (ii) the moment the Confidential Information was made available to the Customer. 
19. Amendments to Terms
The Company reserves the right to amend these General Terms and Conditions from time to time, in order to reflect changes in business needs or legal requirements. The version of these General Terms and Conditions applicable to any particular Purchase Order will be the version in effect at the time the Purchase Order is placed. For ongoing services or deliveries, the version of the General Terms and Conditions in effect at the time of delivery or service-call will apply.
20. Severability
If any provision of these General Terms and Conditions is deemed invalid or unenforceable under applicable law, such provision shall be replaced with a valid and enforceable provision that is as close as possible to the intention of original clause, and the remainder of the General Terms and Conditions shall remain in full force and effect.
21. Entire Agreement
The Purchase Order constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the Parties relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in the Purchase Order shall affect, or be used to interpret, change or restrict, the express clauses of the Purchase Order.  
22. Survival
The provisions of the Purchase Order that are expressly or implicitly intended to survive termination, shall survive any expiration or termination of the Purchase Order. 
23. Interpretation
In the Purchase Order (unless the context shall otherwise require or permit): 
•    Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted; 
•    Words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and incorporate; and each case vice versa; 
•    The word 'including' will be deemed to be followed by the words 'without limitation’;
•    The headings or captions to the articles are for ease of reference only and shall not affect the interpretation or construction of the Purchase Order. 
24. Non-Assignment
The Customer shall not assign or otherwise transfer any of its rights or obligations under this Purchase Order without the Company’s prior written consent. The Company’s consent should be requested by registered letter, disclosing the identity of the prospective assignee.  
Subject to any restrictions on assignment herein contained, the provisions of the Purchase Order shall inure to the benefit of and shall be binding upon the Parties hereto and their respective heirs, legal representatives, successors and assignees. The Company can assign or transfer any of its rights or obligations under the Purchase Order without the Customer’s prior written consent. In case the Company assigns any of its rights to a Third Party, it will notify the Customer thereof in writing as soon as possible. 
25. Non-Solicitation
During the term of the Purchase Order and during a period of one (1) year thereafter, neither Party shall without the explicit written approval of the other Party, solicit employees of the other Party which are or were involved in the provision of Products, in view of concluding an employment agreement or an agreement for the provision of services. Should one of the Parties be in breach of this condition, it agrees to indemnify the other Party by paying a fixed amount, equal to the total gross remuneration earned by the employee, increased with the social security charges paid by the employer during the 12 months prior to his or her departure. 
26. Relationship between the Parties
The relationship between the Parties is that of independent contractors. Neither Party is agent for the other and neither Party has any authority to make any contracts, whether expressly or by implication, in the name of the other Party, without that Party’s prior written consent for express purposes connected with the performance of the Purchase Order.
27. Notices
Any notice required to be served by the Purchase Order shall in first instance be given by electronic mail to the email addresses set out in the Purchase Order. All notices given by electronic mail, shall only be valid upon confirmation of receipt expressly given by electronic mail by the receiving Party. Any notices can be given in Writing and served by personal delivery or registered letter, addressed to either Party at its address given in the Purchase Order or to such other address as a Party may designate by notice hereunder. All notices shall be deemed to have been given either (i) if by hand, at the time of actual delivery thereof to the receiving Party at such Party’s address, (ii) if sent by overnight courier, on the next Business Day following the day such notice is delivered to the courier service, or (iii) if sent by registered or certified mail, on the 5th Business Day following the day such mailing is made. 
28. Waiver
The waiver by any Party of a breach of any provision of the Purchase Order shall only be valid if made in writing and shall not operate or be construed as a waiver of any other or subsequent breach. 
29. Governing Law and Jurisdiction
These General Terms and Conditions shall be governed by and construed in accordance with the laws of Belgium. Any disputes arising out of or in connection with the Purchase Order between the Parties shall be subject to the exclusive jurisdiction of the courts in Ghent, division Ghent, Belgium.

bottom of page