General Terms & Conditions of RSscan International NV (‘RSscan’)

BCE/KBO no. 0462.653.574

 

LEGAL RELATIONSHIP

  1. The Purchase Order and these Terms & Conditions shall govern the contractual relationship between RSscan and the Customer (hereinafter also referred to as the “Contract” in respect of activities of RSscan as accepted by the Customer in the Purchase order (hereinafter referred to as “Activities”). The terms & conditions of third-party suppliers may also apply on a supplementary basis where relevant.
  2. The Contract shall be formed upon acceptance of the Purchase Order by the Customer. By this act, the Customer acknowledges that it has thoroughly read, understood and accepted these Terms & Conditions and the Purchase Order and has also received sufficient information about the object of the Purchase Order.  No invoicing terms and conditions of the Customer’s shall every apply, even if the Customer’s order forms are used, or even on a supplementary basis.
  3. If the Customer does not wish to commence execution after accepting the Purchase Order, the Customer shall owe fixed compensation of 25% of the value of the Purchase order, unless RSscan demonstrates greater damages.

 

EXECUTION OF THE ACTIVITIES IN GENERAL

  1. RSscan shall undertake to devote the required care to the execution of the assignments entrusted to it and shall only be tasked with an obligation to perform to the best of its abilities. Any recommendations shall be made without obligation.
  2. Any execution deadlines shall only be given by way of information and therefore shall not be binding on RSscan unless explicitly agreed otherwise in writing. However, a delay in execution may never give rise to any penalty, compensation or dissolution of the Contract.
  3. At every stage of the execution, the Customer shall supply all information that is considered by RSscan to be necessary for the execution of the Contract. If this required information is not supplied to RSscan on time, RSscan shall have the right to defer the execution and/or invoice the additional costs arising from the delay to the Customer.  The Customer shall be solely responsible for ensuring that all information supplied by the Customer can be used legally and is not in conflict with intellectual property rights of a third party.

 

HARDWARE

  1. Hardware shall be delivered, unless otherwise agreed in writing, ex works (incoterm EXW), as a result of which from that point the Customer shall bear all risks, including cases of force majeure and destruction, and the obligation of storage.
  2. For footscan hardware and software, RSscan shall warrant their proper functioning and shall warrant that these are in accordance with the specifications, characteristics and functions supplied to the Customer. RSscan shall therefore be liable for any lack of conformity that exists upon delivery and that becomes evident within a period of one (1) year counting from delivery.   With regard to other materials or products supplied, only the factory warranty shall apply, per component where relevant.
  3. Any warranty shall lapse as soon as the Customer or a third party carries out modification or repair work without the consent of RSscan or if the defect is due to: normal wear and tear, damage caused intentionally by the Customer or a third party, accidental damage, negligence by the Customer or a third party, improper or careless use or maintenance, an accident, transportation damage, force majeure, failure to comply with the instructions for use. Installation, configuration and software settings shall never be covered by the warranty and shall be invoiced at the usual rates.
  4. If hardware is sold, RSscan shall retain title until the purchase price is paid in full. If it is resold, RSscan shall reserve the option to demand the sum corresponding to the value of the hardware sold on. The retention of title shall be transferred to the resale price.
  5. Repairs and interventions outside the warranty must be paid at the usual rates.

 

COMPLAINTS

  1. Notice of any complaint must be given by registered letter within eight (8) calendar days after the alleged error or negligence is discovered or could reasonably have been discovered, otherwise rights shall lapse.
  2. A possible complaint or dispute shall not form grounds for retention of payment; immediate payment may be demanded of sums due later.
  3. In the event of defects, the Customer will first exhaust all available opportunities for support before returning material to RSscan. If this does not produce a solution, the Customer shall request a Return Material Authorization (RMA) via the e-mail address support@RSscan.com. Once an RMA number is assigned, the Customer can and may send the hardware to RSscan at its own cost and adequately packaged (preferably in the original packaging). Hardware returned without a valid RMA number shall be refused.
  4. If, after examination, it appears that the fault is covered by the warranty, RSscan shall repair the hardware free of charge or replace it, and shall reimburse the costs of the return. The repair time shall depend on whether or not the components to be replaced are in stock. If a specific component can no longer be ordered, RSscan reserves the right to replace this component with a comparable one. Components replaced under warranty shall be covered by a repair warranty of 90 days or the remainder of the current warranty period. The longer of the two periods shall apply.
  5. If repair under warranty proves to be impossible, the Customer shall have the right to demand an appropriate price reduction or the cancellation of the relevant aspect of the Contract.
  6. The Customer must initiate any legal action before the competent court within a maximum of six (6) months after the cause is established, otherwise rights shall lapse.

 

INTELLECTUAL PROPERTY

  1. The Customer recognizes and accepts that all intellectual property rights relating to the Activities, the designs, programming, documentation and all other materials that are developed or used in the preparation or execution of the Contract, or arising from them, shall lie exclusively with RSscan or its suppliers. The Customer shall undertake not to take any action that would infringe these.
  2. The supply of software shall not lead to any transfer of the intellectual property rights. In exchange for the fee paid, the Customer shall receive a non-exclusive and non-transferable right of use for its own organization, limited to the agreed purposes, duration and scope. The Customer shall not be permitted to sell or rent out the software supplied or grant any rights whatsoever to third parties (including in the context of a transfer of general title) or – subject to the statutory exceptions – to modify it entirely or partially, except with the explicit written consent of RSscan.
  3. The Customer is forbidden to use, debug, list or convert the software on or to any other hardware configurations than those supplied by RSscan.

 

PROTECTION OF PERSONAL DETAILS

  1. The parties shall undertake to comply with the applicable legislation in Belgium relating to the protection and processing of personal details (including the law on the protection of privacy concerning the processing of personal details) and with their respective obligations under this legislation.
  2. In the context of the execution of the Contract, RSscan shall act as the party responsible for the processing of the following personal details of the Customer which are needed for Customer management, more specifically: first name, surname, position, e-mail address and telephone number(s) of the contact. These details shall also be used for sending commercial information relating to services or products that are in line with the Purchase Order. They will not be used by RSscan for any other purpose, or shared with third parties who are not contractually bound. RSscan shall treat these personal details as confidential information.  The Customer shall have the right at all times to access its details or have them rectified.  The Customer may file a complaint with the supervisory authority.  The Customer’s details shall be retained as long as necessary for the execution of the Contract or for compliance with the statutory obligations, including accounting obligations.
  3. The Customer shall be responsible for the processing of all personal details that are processed or stored for the Customer in the context of the Activities for the Customer. RSscan shall bear no responsibility relating to the respecting of the obligations for the processing of personal details by the Customer in the matter of the necessary basis of and compliance with the applicable principles, such as the duty of information. The Customer alone shall ensure that these details can be used, processed, stored and transferred legally in accordance with this Contract.  The responsibility for compliance with the obligations relating to the person concerned, such as the obligation to give access to, rectify and remove personal details, shall lie entirely and exclusively with the Customer.  RSscan shall cooperate as much as technically possible, but only against payment.  The Customer shall be solely liable and shall hold RSscan harmless upon its first request from all claims and other demands and the damage arising therefrom as a consequence of any shortcoming in this regard.  The parties shall potentially conclude a mutual Processor Agreement in accordance with Article 28 GDPR.
  4. Each party shall take the appropriate technical and organizational measures so that personal details are processed in accordance with the applicable laws and regulations and are protected against unauthorized or unlawful processing of personal details or their unintentional loss, destruction or damage.

 

PRICE

  1. Prices shall be determined in the Purchase Order, which in principle is valid for thirty (30) calendar days. The prices quoted shall be stated in euros, excluding VAT.
  2. The prices in the Purchase Order shall always be based on the terms and conditions of salaries, materials and services applicable at the time and may be adjusted later by RSscan in the event of a general change. If changes should arise in this respect during the period of the working relationship, the Customer shall accept this provided that no price increase of more than 5% is involved.
  3. All works which are not provided for in the Purchase Order and have been carried out by RSscan shall be regarded as extra work and shall be invoiced at a cost-plus price prevailing at the time.

 

INVOICING CONDITIONS

  1. All invoices from RSscan shall be due within fifteen (15) calendar days, and an invoice may, with the Customer’s consent, possibly be sent electronically (by e-mail).
  2. Any invoice, the amount of which is not or not fully settled on the due date, shall be increased by law by a fixed and non-reducible compensation sum equivalent to 10% of the amount due, with a minimum of €250.00, without notice of default being required. In addition, late payment interest shall be due by law equivalent to the statutory interest rate set by the legislator in the context of the prevailing legislation on combating late payment in commercial transactions, without prior notice of default being required.
  3. If the agreed payment terms are infringed, all outstanding invoices shall be immediately due and payable and RSscan shall have the right, without notice of default or judicial intervention, to suspend further performances or to regard the agreement as dissolved, without prejudice to a claim for compensation.
  4. In the event of a disagreement, the Customer must protest against RSscan’s invoices by means of a registered letter within eight (8) calendar days after receipt of the invoices, otherwise rights shall lapse.

 

LIABILITY

  1. In the event of an error, RSscan shall be initially and solely obliged to make a repair in kind, that is, to re-execute the assignment entrusted.
  2. Only if a repair in kind is impossible, the compensation for which RSscan may be liable, whatever the cause, nature or object of the claim, shall be a maximum of the relevant invoice value. If the Customer considers that it can claim such compensation, it must prove the faults and the damage to it together with the other party. It shall not be entitled to retain or defer payments of outstanding invoices.
  3. However, subject to fraud or intentional error, RSscan cannot be made liable for consequential damage and/or any indirect damage, including loss of use or profit; loss of reputation or clients; loss of or damage to data; the costs of the repair, installation or restoration of lost or corrupt data; or damage to third parties.

 

FINAL PROVISIONS

  1. The Contract comprises the whole of the agreement with regard to the object thereof, and supersedes or voids all previous written or oral, explicit or tacit communications, arrangements and agreements between the parties.
  2. RSscan – in contrast to the client – shall be entitled to transfer all or part of the rights and obligations arising from the Contract to third parties without the Customer’s consent.
  3. If all or part of any provision of this Contract is declared invalid or unenforceable by a court or other authorized body, this agreement shall continue in force with regard to the other provisions and the remaining part of the provisions referred to. The parties agree that in such a case the invalid or unenforceable provision shall be deemed to be replaced by a valid provision that is in accordance with the parties’ original intention.
  4. In the event of a dispute on the formation, execution, compliance with, validity or any other dispute in the context of the Contract, only the commercial courts of Antwerp, Hasselt section, shall be competent. Only Belgian law shall be applicable in such cases, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  5. RSscan shall be entitled to:
    • Amend these general terms and conditions unilaterally; these amendments shall also apply to existing agreements from thirty (30) days after written notice is given of the new general terms and conditions;
    • Refer in promotions to the collaboration with the Customer as a reference.
  6. These general terms and conditions are made available in different languages. In the event of doubt as to the interpretation of the text or if there are differences between the versions in different languages, the Dutch version shall the only and authoritative version.

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