General terms and conditions

1. Validity of the general terms and conditions:(1) Opti-Scan Consult is a trade name of Domein Voorschoten BV. (2) These terms and conditions apply to all agreements between Domein Voorschoten BV, trading under the name Opti-Scan Consult, with enterprise number 0800.060.651, established at 2240 Zandhoven, Zagerijstraat 10 bus 08, hereinafter referred to as Opti-Scan Consult, and the client. (3) The placing of an order by the client with Opti-Scan Consult constitutes acceptance by the client of these general terms and conditions. Any additions, amendments, deviations and further arrangements to an agreement and/or these general terms and conditions shall apply only if they have been agreed in writing, including by email.
2. Quotes/offers. (1) Unless otherwise agreed, quotes issued by Opti-Scan Consult are valid for 30 days. (2) The prices stated in a quote are in euros and exclude VAT, unless expressly stated otherwise.
3. Formation and performance of the agreement. (1) The agreement is formed upon the client's written approval of the quote drawn up by Opti-Scan Consult. (2) The client shall ensure that all data which Opti-Scan Consult indicates to be necessary, or which the client should reasonably understand to be necessary for the performance of the agreement, is provided to Opti-Scan Consult in good time. If the data required for the performance of the agreement has not been provided to Opti-Scan Consult in good time, Opti-Scan Consult has the right to suspend performance of the agreement and/or to charge the client the costs resulting from the delay.
4. Performance period. If a performance period has been agreed, it is indicative. Exceeding this period can under no circumstances give rise to any obligation on the part of Opti-Scan Consult to pay damages.
5. Duration of the agreement. Unless otherwise agreed in writing, the agreement is a one-year agreement that is automatically renewed, unless it is terminated by registered letter at the latest two months before the end of the first year. After renewal, the agreement becomes an agreement of indefinite duration. This agreement of indefinite duration may be terminated at any time subject to a notice period of two months. The notice period starts to run on the first day of the month following the dispatch of the registered letter. Unless otherwise agreed in writing, the agreement is invoiced at the start of each new one-year period.
6. Price increases. In the case of agreements of indefinite duration, Opti-Scan Consult reserves the right to index its prices in accordance with the figures published for that purpose by the FPS Economy.
7. Additional work/ amendment of the assignment. Amendments to the original agreement of whatever nature, made in writing or orally by or on behalf of the client, which cause higher costs than could be expected when Opti-Scan Consult gave its price quotation, shall be charged to the client in full as an extra.
8. Futile journey. If the staff of Opti-Scan Consult make a journey as agreed with the client, and this journey proves futile (because, for example, certain samples are not available, the client is not present, or the staff of Opti-Scan Consult cannot gain access to the client's site,…), Opti-Scan Consult is entitled to charge an amount of €125,00.
9. Payment terms. (1) Invoices must be paid no later than their due date. If no due date has been agreed, the due date shall be the date fourteen days after the invoice date. (2) In the event of non-payment of the invoice on the due date, default interest of 10% and liquidated damages equal to 10% of the unpaid invoice balance on the due date, with a minimum of €75 per invoice, shall be owed by operation of law, without the need for prior notice of default or other formalities, without prejudice to the right of Opti-Scan Consult to claim a higher amount if the damage actually suffered is greater. (3) If one invoice is not paid on the due date, all invoices – including those not yet due – shall become immediately payable and any previously agreed payment plans shall lapse. (4) Objections to invoices must be sent by registered letter to Opti-Scan Consult within eight days of the invoice date, failing which they shall be inadmissible.
10. Complaints. The client is obliged, immediately after delivery or completion by Opti-Scan Consult of its services, Opti-Scan Consult may require the client to have an expert in the relevant field engaged. Before this is done, the parties will separately

and additionally agree on how the resulting additional costs will be charged to the client.

11. Force majeure. If it appears that, as a result of force majeure, performance of the agreement becomes seriously more onerous or impossible for Opti-Scan Consult, it is entitled, at its option, to dissolve the agreement insofar as it still requires performance, or to suspend its performance for as long as the force majeure situation continues, without the client being able to assert any right to damages of whatever nature or description.
12. Liability. (1) Opti-Scan Consult enters into an obligation of best efforts only. Except in the case of its own fraud, its own wilful misconduct or its own gross negligence, Opti-Scan Consult is not liable for, or obliged to compensate, any damage suffered by the client. (2) In all cases, the liability of Opti-Scan Consult is limited to the amount covered by the insurance taken out for this purpose or, failing cover under the insurance, to the amount invoiced and received by Opti-Scan Consult for the assignment in question.
13. Confidentiality and intellectual property rights. (1) The client and Opti-Scan Consult are both obliged to maintain the confidentiality of all confidential information which they have obtained from each other or from another source in the context of the performance of the agreement. Information is deemed confidential if this has been communicated by the other party or if this follows from the nature of the information. Breach of this duty of confidentiality renders the party in breach liable in damages towards the other party. The party in breach shall owe the other party damages of €1.000,00, without prejudice to the right of the other party to claim a higher amount from the party in breach if the damage actually suffered is greater. (2) All documents provided by Opti-Scan Consult, such as reports, advice, etc., are intended solely for use by the client at the establishment designated for that purpose and may not be reproduced, made public or disclosed to third parties by the client without the prior written consent of Opti-Scan Consult. Opti-Scan Consult also reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is thereby disclosed to third parties.
14. Miscellaneous. (1) If any provision of these general terms and conditions is unenforceable or contrary to a provision of mandatory law, this shall not affect the validity and enforceability of the other provisions of these general terms and conditions. In that case, the parties shall negotiate in good faith to replace this unenforceable or conflicting provision with an alternative provision that corresponds as closely as possible to the purpose and scope of the original provision.
15. Governing law and competent court. (1) All agreements between Opti-Scan Consult and the client are governed exclusively by Belgian law. (2) Where the client is not a consumer, all disputes between the parties fall within the exclusive jurisdiction of the courts of the judicial district in which Domein Voorschoten BV, with enterprise number 0800.060.651 – of which Opti-Scan Consult is a trade name – has its registered office.