GENERAL TERMS AND CONDITIONS OF SALE – INVENTUS

“Client”: any natural person acting for purposes relating to his or her trade, business, craft or professional activity, any legal entity, undertaking or association without legal personality, as well as its duly authorised representative, that enters into or wishes to enter into an agreement with Inventus.

“Inventus”: the trade name under which Invent-it BV conducts its activities.

“Agreement”: any quotation, assignment, order, order confirmation, framework agreement or other agreement between Inventus and the Client to which these General Terms and Conditions apply.

“Services”: including product development, engineering, design, feasibility studies, POCs (Proofs of Concept), prototypes, industrialisation, supplier selection, sourcing, production support, quality monitoring, consultancy, project management and related activities.

“Goods”: all products, components, prototypes, samples, production elements or other physical goods supplied or produced by Inventus, either directly or through third parties.

“Production Elements”: including moulds, gauges, dies, tools, fixtures and other aids used for production or assembly.

These General Terms and Conditions apply to all offers, quotations, services, deliveries and sales of goods by Inventus, unless the parties expressly agree otherwise in writing.

Before or upon entering into the Agreement, the Client shall be given the opportunity to review these General Terms and Conditions. By accepting a quotation or order confirmation, placing an order, paying the required advance payment or allowing Inventus to commence performance, the Client accepts these General Terms and Conditions, provided that they were made available to the Client in advance or no later than at the time the Agreement was concluded.

Any deviating or additional terms and conditions of the Client shall apply only if Inventus has expressly accepted them in writing. The mere receipt of the Client’s purchasing terms or other terms and conditions does not constitute acceptance thereof.

Commitments entered into by employees, representatives or external partners of Inventus shall be binding only insofar as they were entered into within the scope of their authority or subsequently confirmed in writing by Inventus.

Information contained in brochures, websites, catalogues, presentations, price lists, drawings, renders and other commercial documentation is indicative unless expressly agreed to be binding. Inventus may propose technical or commercial adjustments where these are reasonably necessary or useful for the performance of the assignment.

In the event of any conflict, unless otherwise agreed, the following order of precedence shall apply: (1) a specifically signed agreement, (2) the order confirmation or accepted quotation, (3) these General Terms and Conditions.

Quotations and sales proposals issued by Inventus are non-binding and are prepared on the basis of the information available at that time. Inventus reserves the right to refuse an assignment or order.

Unless otherwise stated, quotations are valid for two months. Rates and conditions apply exclusively to the assignment concerned and do not automatically apply to future assignments.

For product development, engineering, POCs, prototypes and other development projects, the quotation is based on the known scope and assumptions. Changes requested by the Client, new technical insights, test results, changed requirements or circumstances that could not reasonably have been foreseen at the outset may result in adjustments to the scope, schedule and price.

A quotation is finally accepted once Inventus confirms the acceptance and, where an advance payment has been requested, that advance payment has been received.

All prices are exclusive of VAT and, unless expressly included, exclusive of transport, insurance, certification, testing, import duties, customs charges, taxes and other levies.

Prices that depend on external factors may be adjusted where, after the quotation has been issued, objectively demonstrable changes occur in, among other things, exchange rates, raw material or component prices, transport or insurance rates, energy prices, import duties, taxes or third-party rates. Inventus shall inform the Client thereof as soon as possible.

Additional work or services outside the agreed scope shall be invoiced separately. Where possible, the Client shall be informed in advance; urgent or technically necessary work that is reasonably required to prevent damage, downtime or wasted work may be performed and invoiced.

In the event of cancellation or termination by the Client, services already performed, commitments entered into, materials ordered, non-recoverable costs and work in progress shall remain payable. Advance payments already made shall be set off against these amounts and shall not be refundable insofar as they relate to costs already incurred, reserved capacity or services already performed.

Time limits stated by Inventus are indicative unless expressly agreed in writing to be binding. Delay does not automatically entitle the Client to cancellation or compensation.

Complaints concerning visible defects or performance must be substantiated and reported in writing within 8 working days after delivery or discovery. A complaint does not suspend the obligation to pay undisputed amounts.

Invoices must be disputed in a substantiated written notice within 8 working days of receipt. In the absence of a timely dispute, they shall be deemed accepted, except where a manifest error can be demonstrated.

Unless an obligation to achieve a specific result has expressly been agreed in writing, Inventus is subject to an obligation of best efforts. Inventus shall perform its assignment to the best of its ability, with the care, expertise and experience that may reasonably be expected from a professional service provider.

Product development and innovation are iterative processes. A concept, POC or prototype does not constitute a guarantee that a product can immediately be commercially manufactured without further development, testing, certification or industrialisation.

Unless expressly included in the assignment, Inventus is not responsible for obtaining permits, market authorisations or certificates, nor for the final legal assessment of applicable product, safety, environmental or sector-specific regulations. Inventus may provide the Client with technical assistance in this respect.

Testing, certification and compliance activities, including CE, EMC, RED, RoHS, REACH, GPSR, CBAM or other applicable standards or regulations, form part of the assignment only where expressly agreed. Their applicability depends on the product, market and intended use.

Research into existing patents, designs, trademarks, licence rights or other third-party rights does not form a standard part of the assignment. Where Inventus provides assistance in this respect, such assistance is advisory only and does not replace a professional freedom-to-operate analysis or legal investigation by a qualified specialist.

Inventus is not responsible for fraud, misrepresentation, unlawful use or other unlawful acts committed by the Client or third parties.

The Client shall provide in a timely manner all information, requirements, drawings, files, materials, decisions and other data reasonably required for performance of the assignment. The Client is responsible for the accuracy and completeness of the information it provides.

The Client shall immediately notify Inventus of any changes that may affect development, production, safety, compliance, cost or scheduling.

Before production, where requested by Inventus, the Client shall inspect and approve samples, prototypes, drawings, specifications or golden samples in writing or electronically. Changes after approval may result in additional costs and delays.

The Client is responsible for the intended use, commercial market introduction and final assessment of whether the product is suitable and legally permitted for the Client’s intended purpose and target market, except insofar as Inventus has expressly accepted a specific responsibility in writing.

Production Elements manufactured specifically for the Client and paid for separately by the Client shall become the Client’s property upon full payment of the amounts due in respect thereof, unless otherwise agreed in writing.

General tools, standard components, production methods, software, know-how and aids belonging to Inventus or its suppliers are not transferred to the Client as a result thereof.

Transfer of ownership of Production Elements does not entail the transfer of any intellectual property rights that have not been expressly agreed.

Production Elements may be located at Inventus or at a supplier or manufacturer known to Inventus. Inventus shall exercise reasonable care in the selection and monitoring of such party, but shall not act as custodian or insurer of Production Elements held by an independent third party, unless otherwise agreed in writing.

If the Client wishes to relocate its Production Elements, all transport, packaging, export, import, administrative and other transfer costs shall be borne by the Client, unless otherwise agreed.

Production Elements that are exclusively owned by the Client may not be used for production for third parties without the Client’s consent.

The transferability of tooling held by an external manufacturer may be subject to local law, actual availability, outstanding costs and the reasonable cooperation of the manufacturer concerned.

All technology, know-how, methods, software, libraries, processes, standard designs, tools and general knowledge of Inventus existing prior to the assignment or developed independently thereof shall remain the property of Inventus.

Project-specific intellectual property rights shall be governed by the quotation or specific agreement. In the absence of any different arrangement, transferable project-specific design files expressly developed for the Client shall be made available after full payment of all amounts relating to the assignment concerned, without transfer of Inventus’s background knowledge and generic know-how.

Designs, trademarks, files, information and intellectual property supplied by the Client shall remain the property of the Client or the relevant rights holder. The Client warrants that it is entitled to provide these to Inventus and to permit their use for the assignment.

Until full payment, Inventus retains all rights in unpaid designs, drawings, models, calculations, files and other project results. Before full payment, the Client may not commercially exploit them insofar as this requires rights belonging to Inventus, unless Inventus gives written permission.

Design drawings and digital files such as PDF, STEP, CAD, DWG and comparable files that are to be transferred to the Client under the Agreement shall be made available in the agreed format after full payment.

Where Inventus provides ideas, inventions or technical solutions that may qualify for patent or other protection, ownership, filing and any remuneration or licence must be agreed separately before or during filing. A filing in the Client’s name without a written assignment by Inventus does not automatically imply a waiver of any rights Inventus may have.

Inventus may refer to the existence of a completed project and use the Client’s name or logo as a business reference, together with a non-confidential general description of the project, unless the Client has notified Inventus in writing prior to publication that it does not wish this. Confidential technical information, non-public images or trade secrets shall not be published without permission.

Inventus may engage specialised third parties for manufacturing, assembly, tooling, testing, quality control, logistics or other parts of the assignment, including suppliers located outside Belgium and outside the European Union.

Inventus shall communicate the agreed specifications and quantities to the selected manufacturer and monitor performance within the agreed scope.

Inventus shall not be liable for unilateral acts of an independent supplier that are beyond Inventus’s reasonable control, but, where this falls within its assignment, shall make reasonable efforts to prevent deviations or have them corrected.

Materials and services must comply with the expressly agreed specifications and with what may reasonably be expected from professional manufacturing. Normal wear and tear, improper use, insufficient maintenance, corrosion, external influences or damage occurring after delivery are not covered by warranty.

Manufacturing may take place in one or more production runs in accordance with the technical and commercial requirements of the assignment.

A rejection or scrap rate of up to 5% shall be accepted insofar as this is customary and technically reasonable for the production process concerned and no stricter quality standard has been agreed in writing. For critical products or other AQL/quality requirements, the parties must agree specific criteria in advance.

Deviations within previously agreed tolerances shall not constitute a defect.

Delivery of Services: time limits are indicative unless agreed in writing to be binding. The schedule may be adjusted due to changes in scope, late feedback or information from the Client, test results, availability of components or third parties, force majeure or other circumstances beyond Inventus’s reasonable control.

In product development, the Client shall assess delivery on the basis of the agreed scope, specifications and stage of development. A POC or prototype shall not be assessed as though it were already a fully industrialised series-production product, unless expressly agreed otherwise.

Delivery of Goods: delivery comprises only the goods and services stated in the order confirmation, quotation or delivery documents.

Upon receipt, the Client shall, within a reasonable period and no later than 8 working days, carry out an incoming inspection for visible deviations and report any such deviations with reasons. Hidden defects shall be reported within a reasonable period after discovery.

Within the agreed scope, Inventus shall provide customary and reasonable packaging. The Client must communicate any special packaging, transport or testing requirements in advance; any additional costs shall be borne by the Client.

Transport costs and the transfer of risk shall be determined in the quotation/order confirmation and, where applicable, in accordance with the agreed Incoterm® 2020. In the absence of a specific arrangement, transport costs shall be charged separately to the Client.

Minimum order quantities (MOQ), batch sizes and delivery conditions may vary by manufacturer or product and shall be stated in the quotation or order confirmation.

Invoices are payable within the period stated on the invoice. If no period is stated, a payment term of 30 calendar days from the invoice date shall apply.

In the event of late payment, insofar as permitted by law, interest and the statutory lump-sum compensation shall be due automatically and without prior notice of default in accordance with Belgian legislation on late payment in commercial transactions.

In the event of late payment, Inventus may suspend further services, deliveries, transfer of files, tooling or project results after notifying the Client thereof, without waiving any other rights.

Advance payments serve to reserve capacity, commence work and/or finance project costs and shall be set off against the amounts due. They are non-refundable insofar as they correspond to services already performed, costs incurred, commitments entered into or capacity reserved.

Where the scope changes at the Client’s request or with the Client’s consent, payment milestones may also be reasonably adjusted.

Additional work shall be invoiced at the rate agreed in the quotation. If no rate has been specified, an hourly rate of EUR 115 excluding VAT shall apply to Inventus’s own services, unless a different rate is communicated before performance. Materials, travel and accommodation expenses and third-party services shall be charged separately where they are not included in the quotation.

Payments shall first be applied to costs and interest and thereafter to the oldest outstanding principal amount, unless mandatory law provides otherwise.

A party wishing to terminate the Agreement in whole or in part due to an attributable contractual breach by the other party shall, where remedy is possible, first give the other party written notice of default and grant a reasonable period to remedy the breach.

In the event of cancellation or termination by the Client, Inventus shall invoice services already performed, commitments entered into, materials ordered or which cannot be cancelled, third-party services, and reasonable close-out and cancellation costs. To the extent that demonstrable damage results from early termination, Inventus may claim compensation therefor within the limits of applicable law.

Inventus may suspend the Agreement or, in the event of a sufficiently serious breach, terminate it where the Client, among other things: fails to pay due and not genuinely disputed invoices; becomes bankrupt or manifestly insolvent; ceases its activities; fails to remedy a material contractual breach within a reasonable period; commits fraud; requests Inventus to cooperate in manifestly unlawful activities; or seriously threatens the safety of employees or partners.

Inventus may terminate a development or production assignment where, during performance, it reasonably becomes apparent that the intended product is technically unfeasible, unsafe, unlawful or cannot responsibly be realised within the agreed parameters. Services already performed and costs incurred shall remain payable.

Where a development project is terminated prematurely, the final account shall in principle be based on the actual stage of completion and commitments entered into. Any specific termination milestones or percentages contained in a signed quotation or project agreement shall remain applicable insofar as they are reasonable and legally valid.

Any commissions, royalties or fees connected with intellectual property or future sales shall be governed exclusively by the specific written agreement relating thereto. A buy-out arrangement shall apply only where expressly agreed.

Neither party may knowingly disseminate false, defamatory or confidential information about the other party with the intention of causing harm. This provision does not prevent truthful statements, statutory reports, complaints, testimony or the exercise of rights. In the event of a proven fault, compensation may be claimed for the damage actually demonstrated.

Intellectual property rights and rights of use which, under the Agreement, are transferred only after payment shall remain with Inventus until the relevant invoices have been paid in full.

Force majeure includes an unforeseeable or reasonably unavoidable event beyond the reasonable control of the affected party which temporarily or permanently makes performance impossible or excessively impeded, such as natural disasters, war, embargoes, government measures, serious disruption of international transport, epidemics, fire, general strikes or serious failures affecting essential suppliers. The affected party shall inform the other party as soon as possible. In the event of prolonged force majeure, the parties shall consult on a reasonable solution.

The Client remains responsible for commercialisation, market introduction, intended use and, unless expressly agreed otherwise as part of the assignment, product liability for the final product that it places on the market. This is without prejudice to any liability imposed directly on Inventus by mandatory law.

Inventus shall not be liable for damage resulting from incorrect or incomplete information, materials or instructions provided by the Client; modifications made to designs or products without Inventus’s approval; improper use; or failures by third parties appointed directly by the Client.

With regard to independent third parties engaged by Inventus, Inventus is responsible for exercising due care in their selection, instruction and monitoring within the agreed assignment, but not for events reasonably beyond its control.

To the extent permitted by law, Inventus shall not be liable for indirect or consequential loss, loss of profit, turnover, production, opportunities, clientele or data, except where exclusion thereof is not permitted under mandatory law.

The total contractual and non-contractual liability of Inventus in connection with a single assignment shall, to the extent permitted by law, be limited to the amount excluding VAT paid by the Client to Inventus for the part of the assignment to which the liability relates, subject to a maximum of EUR 10,000, unless the applicable insurance policy actually pays a higher amount in respect of the specific loss, in which case liability may be increased up to a maximum of the amount actually paid by the insurer.

The foregoing limitations do not apply to liability that cannot legally be excluded or limited, including fraud or intentional fault by Inventus and other cases in which mandatory law prohibits such limitation.

The Client shall indemnify Inventus against third-party claims arising from designs, trademarks, content or instructions supplied by the Client, or from the commercialisation or use of the product, insofar as the cause is not attributable to a fault on the part of Inventus.

For patent applications, Inventus recommends working with a recognised patent attorney. Inventus may prepare technical information and assist with communications, but does not act as a patent attorney and gives no guarantee regarding validity, scope of protection, grant or freedom to operate.

Where the Client chooses to file a patent application itself, it is responsible for filing, deadlines, responses to search or examination reports, translations, territorial extensions and renewal or maintenance fees, unless a specific written assignment provides otherwise.

Inventus shall treat the Client’s non-public technical, commercial and other confidential information as confidential from the moment it receives such information, even where no separate NDA has yet been signed.

The Client shall treat in the same manner confidential information, know-how, pricing information, supplier information, production methods, concepts and trade secrets belonging to Inventus and to third parties with whom the Client comes into contact through Inventus.

Confidential information may be used solely for the performance and evaluation of the relevant cooperation and may be shared only with employees, professional advisers and implementation partners who need such information and are bound by appropriate confidentiality obligations.

The confidentiality obligation does not apply to information which the receiving party can demonstrate was already lawfully known, was publicly available without breach of an obligation, was independently developed, or was lawfully obtained from a third party.

Where disclosure is required by law or by a competent authority, the relevant party may disclose the necessary information and shall, where legally permitted, inform the other party in advance.

Upon termination, the parties may request the return or destruction of confidential documents, subject to statutory retention obligations, backups and documents that reasonably need to be retained for evidentiary or administrative purposes.

In the event of a breach, the injured party may seek cessation of the breach and compensation for demonstrable loss suffered.

Inventus processes personal data in accordance with applicable privacy legislation, including the General Data Protection Regulation (GDPR), for purposes including quotation management, performance of assignments, invoicing, supplier and client management, communications and compliance with legal obligations.

Without the prior express consent of Inventus and the person concerned, audio recordings, video recordings, images or other recordings of the director, employees, representatives, partners or other persons directly or indirectly associated with Inventus may not be made public, published, distributed, forwarded to third parties or otherwise disclosed outside the private context of the cooperation.

The same applies to non-public conversations, meetings, correspondence, presentations and other communications with Inventus. These may not, without prior consent, be disclosed in whole or in part or distributed to third parties where they contain confidential information, business information, know-how, ideas, concepts or other non-public information belonging to Inventus.

If the Client makes audio or video recordings without permission of persons directly or indirectly associated with Inventus, Inventus may require the immediate deletion or destruction of such recordings and all copies thereof, insofar as their retention is not justified under mandatory law.

The Client is responsible for appropriately securing such recordings or other confidential information for as long as they are in its possession or under its control. This also applies where disclosure or distribution occurs unintentionally, for example as a result of loss or theft of an electronic device, unauthorised access, hacking, sharing through unsecured systems or other security incidents, insofar as the Client is contractually or legally responsible therefor.

Where such recordings are made public or distributed to third parties without the required consent and in breach of these Terms and Conditions, the Client shall owe Inventus contractual compensation of EUR 250,000, without prejudice to Inventus’s right, to the extent permitted by law, to claim compensation for actual proven loss exceeding that amount. This provision also applies to the unauthorised disclosure or distribution of Inventus’s confidential information.

These provisions are without prejudice to disclosures required by law, a court decision or an order of a competent authority, or to other rights that cannot be contractually restricted under mandatory law.

All ideas, concepts, solutions, designs, methods and other intellectual creations developed or initiated by Inventus shall, insofar as rights may subsist in them, remain the property of Inventus unless and until otherwise expressly agreed in writing regarding their transfer or use and the agreed remuneration has been paid in full. This provision shall be read together with Chapter 8 – Intellectual Property Rights, Use and Licence.

Personal data shall be shared with employees, advisers, suppliers and service providers only insofar as necessary for performance of the assignment, business operations or legal obligations and subject to appropriate safeguards.

Inventus’s current privacy statement, as published on the official Inventus website, supplements this Chapter. In the event of any conflict with mandatory privacy legislation, such legislation shall prevail.

All Agreements between Inventus and the Client shall be governed exclusively by Belgian law, excluding conflict-of-law rules that would lead to the application of another law.

The parties shall endeavour to resolve any dispute first through good-faith consultation. This does not prevent either party from seeking urgent or protective measures.

For disputes that cannot be resolved amicably, the courts having jurisdiction under Belgian procedural law in the judicial district in which Inventus has its registered office shall have jurisdiction, insofar as such a choice of forum is legally permitted.

If any provision of these General Terms and Conditions is declared wholly or partly void, unenforceable or unlawful, this shall not affect the validity of the remaining provisions. Where necessary, the parties shall replace the relevant provision with a valid provision that most closely reflects the original economic and legal purpose.

The Dutch-language version shall constitute the original version. Translations are provided for convenience; unless the parties expressly agree otherwise, the Dutch-language version shall prevail in the event of any differences in interpretation.