General Terms & Conditions AI-Blox

1.        Applicability 

1.1      Without prejudice to any special conditions contained in a separate written agreement, these General Terms and Conditions (‘GTC’) shall apply to     any provision of products or services by AI-BLOX BV, with registered office at Ikaroslaan 1, 1930 Zaventem, Belgium and registered with the     Crossroad Bank for Enterprises under number VAT BE 0766.941.485 (‘AI-Blox’) to its customer (‘Customer’) and to any offer, quotation, invoice or     agreement between AI-Blox and the Customer. Any variation of these GTC shall be agreed in writing by AI-Blox and the Customer. In the event of a     conflict between these GTC and any separate written agreement, the provisions of the written agreement shall prevail over these GTC.

1.2      These GTC are deemed to be accepted by the Customer by the mere order of products or services. Acceptance of these GTC also implies that the     Customer fully waives the application of its own (purchase) terms and conditions. 

1.3      Should any provision of these GTC be unenforceable or in conflict with a mandatory provision of law, this shall not affect the validity and     enforceability of the other provisions of these GTC, nor the validity and enforceability of that part of the relevant provision that is not     unenforceable or contrary to mandatory law. In such a case, the parties will negotiate in good faith to replace the unenforceable or conflicting     provision with an enforceable and valid provision that corresponds as close as possible to the purpose and intent of the original provision. 

1.4      These GTC including all schedules and exhibits attached hereto (if applicable) are intended to and shall constitute the entire agreement between     the parties with respect to the subject matter hereof, superseding all prior agreements or understandings, whether oral or written, provided     however that the terms are not intended to supersede or affect the rights or obligations of the respective parties under any nondisclosure or     similar agreement for the protection of confidential information ("NDA"), which shall remain in full force and effect until such agreement expires     or terminates pursuant to its own terms and conditions. 

 

2.        Formation of agreements / orders

2.1      All offers, quotations and contract proposals by AI-Blox do not bind AI-Blox as such. Between AI-Blox and the Customer, an agreement is only     established at the moment of an order confirmation by an authorised representative of AI-Blox, the signing of a written agreement or by the     delivery and invoicing of the products or services ordered. Any cancellation of an order must be made in writing and is only valid if accepted in     writing by AI-Blox. 

2.2      Orders by the Customer should be made in writing and should signed (at least digitally) using the AI-Blox ERP order system or any other ordering     system as agreed with AI-Blox. The Customer hereby acknowledges and agrees that electronic signatures/confirmations via the AI-Blox ERP order     system shall be deemed to have the same full and binding effect as a handwritten signature.

2.3      The Customer shall guarantee the correctness, completeness and reliability of the information and documents provided to AI-Blox, including if     these originate from third parties.

 

3.        Delivery, transport, transfer of risk and ownership

3.1      Delivery shall be made at the delivery address agreed between the parties. Transport and export/import clearance costs shall be borne by the     Customer. The Customer shall pay or compensate for all applicable transport and export/import clearance costs, now in effect or hereinafter     enacted, with respect to the sale, delivery or use of the products, including those (pre)paid or payable by AI-Blox.

3.2      The delivery periods are provided by AI-Blox purely by way of information and do not bind AI-Blox. Exceeding announced delivery periods can     under no circumstances give rise to termination of the agreement by the Customer or to any form of compensation. 

3.3      AI-Blox can suspend deliveries to the Customer as long as the Customer still has to fulfil any obligation towards AI-Blox, and this without prior     notice of default or compensation.

3.4      The Customer is obliged to take delivery of the ordered products on the stipulated delivery dates (or any other date communicated by AI-Blox to     the Customer). If the products are not accepted by the Customer at the time of delivery, AI-Blox is entitled to store the products at the expense     and risk of the Customer. This storage measure does not, however, suspend the Customer's payment obligation. 

3.5      The products sold remain the property of AI-Blox until the invoice related to the products has been paid in full (including costs and interest). Until     the moment of full payment, the Customer is expressly prohibited from using the delivered products as a means of payment or encumbering     them with any security right, and the Customer shall affix a sign to the delivered products that clearly indicates that the delivered products are     the property of AI-Blox. If the Customer stores the products in a rented space, the Customer shall inform AI-Blox in writing of the identity and     address of the lessor. The risk of loss to the products passes from AI-Blox to Customer upon delivery.

 

4.        Inspection and complaints

The Customer undertakes to take receipt of the sold products immediately upon delivery and to examine whether the quality and quantity of the delivered products corresponds to what was agreed. Any defects concerning the delivered products must be stated on the delivery note and in any event be reported to AI-Blox in writing no later than seventy-two (72) hours after delivery. Complaints for defects are only valid and shall only be examined if the sold products have not yet been put into use by the Customer. Such complaints do not suspend the Customer's payment obligation. 

 

5.        Price and payment           

5.1      Orders are invoiced at the prices and conditions mentioned in the order confirmation or in the price lists communicated by AI-Blox from time to     time. The charges for products are exclusive of VAT and any other applicable taxes, duties, levies, tariffs and surcharges (‘Taxes’). The Customer     shall pay or compensate for all applicable Taxes, now in effect or hereinafter enacted, with respect to the sale, delivery or use of the products,     including those (pre)paid or payable by AI-Blox (exclusive of taxes on the net income of AI-Blox) except to the extent a valid exemption certificate     is provided by the Customer to AI-Blox prior to the delivery of the products. Unless otherwise agreed in writing, AI-Blox shall invoice charges in     Euro     and the Customer shall pay all charges in Euro.

5.2      After an order by the Customer has been made, prices can still be changed by AI-Blox at any time in function of possible price changes of, among     other things, (raw) material and energy costs. The Customer will be informed of new prices in writing or by e-mail at least seven (7) days before     they come into effect. If the Customer does not accept the new prices, it can terminate the agreement in writing within a period of two (2) weeks     after the notification of the price change without any further compensation. 

5.3      Unless explicitly agreed otherwise in writing, AI-Blox's invoices are payable in advance, i.e., prior to the delivery of the products, at the latest by     the date agreed in the order confirmation or mentioned on the invoice. In case invoices are not paid in time, AI-Blox is entitled (i) to suspend the     agreement until payment has been made; or (ii) to terminate the agreement; in case of termination by AI-Blox, the Customer agrees to pay     liquidated damages to AI-Blox amounting to 30% of the total price of the order, without any further obligation for AI-Blox and without prejudice     to the right of AI-Blox to claim additional damages.

5.4      If applicable, invoices must be protested within eight (8) days of receipt of the invoice. However, protesting the invoice does not suspend the     Customer's payment obligation.

5.5      In case not all products are paid in advance in accordance with clause 5.3, full or partial non-payment of an invoice on the due date shall be     considered as a material breach of the agreement. In such case, the Customer shall be liable, ipso jure and without prior notice of default, (i) to     pay default interest at a rate of 8% per year, to be calculated for each month already commenced; and (ii) to pay liquidated damages in the     amount of 15% of the unpaid invoice amount with a minimum of €500, without prejudice to AI-Blox's right to claim a higher compensation if it     can prove that it has actually suffered a higher loss; and (iii) to pay all judicial and extra-judicial collection costs and expenses, including     reasonable attorneys’ fees incurred by AI-Blox in the collection of any sum payable by the Customer; all of this without prejudice to AI-Blox’s right     to suspend or terminate the Customer's order/agreement and to claim additional damages.

5.6      In the event of non-payment of an invoice on the due date, all other claims against the Customer that have not yet fallen due shall become     due ipso jure and without prior notice of default. Where applicable, AI-Blox may set-off any amounts it owes to the Customer against any     amounts owed by the Customer to AI-Blox. Set-off by the Customer is expressly excluded. 

5.7      AI-Blox shall at any time be entitled to demand a financial security – such as a down payment or a bank guarantee – from the Customer to ensure     that the Customer complies with its obligations under the agreement. In case such security would not be provided by the Customer, this shall be     considered as a material breach of the agreement and AI-Blox shall be entitled to suspend or terminate the Customer's order/agreement and to     claim full payment of the contract price as well as, if applicable, additional damages.

5.8      In case the Customer orders a demo version of a product, the Customer shall make a down payment of EUR 500 to AI-Blox. This down payment     shall be reimbursed to the Customer if the Customer returns the demo product to AI-Blox in perfect state and condition within thirty (30) days as     of receipt of the demo product.  

 

6.        Warranty 

6.1      AI-Blox warrants to the Customer that, at the time of delivery to the Customer, the products shall meet the specifications agreed upon in writing     (if any). AI-Blox’s sole liability, and the exclusive remedy for AI-Blox’s breach of warranty shall be limited to, at AI-Blox’s option; (i) refunding the     sales price received by AI-Blox from Customer for such non-conforming product; or (ii) replacing the non-conforming product with conforming     product. Any claim for breach of warranty must be made by Customer, in writing, and received by AI-Blox, within ten (10) calendar days of the     delivery to Customer of the product that gave rise to the claim. The Customer shall ensure that AI-Blox has an opportunity to verify any breach of     warranty claim before Customer uses such products. Where the non-conforming products are replaced by AI-Blox or where AI-Blox refunds the     sales price received from Customer for such products, if requested by AI-Blox, Customer shall return the non-conforming Products to AI-Blox in     accordance with AI-Blox’s written instructions concerning shipping, handling, insurance and other matters as to which AI-Blox shall issue     instructions. 

6.2      If any services are ordered by the Customer under the agreement, AI-Blox warrants that such services shall (i) be performed on the basis of an     obligation to perform to the best of one’s ability (‘obligation of means’); and (ii) conform to commercially acceptable standards in the industry for     such services. AI-Blox’s sole liability, and the exclusive remedy for AI-Blox’s breach of the warranty with respect to services shall be limited to     AI-    Blox, at AI-Blox’s option, either; (i) re-performing the defective services; or (ii) refunding the price received by AI-Blox for such defective     services. Any claim for breach of warranty with respect to services must be made by Customer, in writing, and received by AI-Blox within ten (10)     calendar days after the performance of the services that give rise to the claim. 

6.3      Upon request, AI-Blox may provide technical support, and may give suggestions, recommendations and/or advice to the Customer in connection     with the installation or operation of the products, but the Customer understands and agrees that such support, suggestions, recommendations     and/or advice is without any warranty whatsoever.

6.4      Failure on the part of Customer to give timely notice of claim for breach of warranty with respect to products or services shall constitute a waiver     by Customer of all claims in respect thereto. 

6.5      The foregoing warranties are exclusive and are in lieu of any and all other warranties, expressed or implied, arising by law or custom, including,     but not limited to, the implied warranty of merchantability and the implied warranty of fitness for a particular purpose. Only the Customer is     responsible for the use he makes of the products.

 

7.        Liability

7.1      AI-Blox shall only be liable for its serious breach of the agreement, gross negligence, fraud or intentional fault.  Neither party excludes or restricts     in any way its liability for death or personal injury resulting from its own negligence.

7.2      If AI-Blox is in breach of any obligations under the agreement (or any part of it) or if any other liability is arising (including liability for negligence     or breach of statutory duty) then (i) AI-Blox can only be held liable for direct damages; in no event shall AI-Blox be liable for any other damages,     losses or expenses, including, without limitation, indirect, incidental, punitive, consequential, aggravated, exemplary or special damages or     damages, losses or expenses associated with loss of profits, business, contracts or savings, loss of goodwill, loss of production, loss of use, loss or     corruption or destruction of data, business interruption and any other damages, losses or expenses of any kind or character to the Customer, its     customers or suppliers, or other persons or entities; and (ii) AI-Blox’s liability to the Customer shall for any one event or series of connected     events be limited to the value of the order (or part thereof) to which the breach or liability relates. 

7.3      The Customer shall indemnify AI-Blox and hold it harmless against any actions, proceedings, claims or demands in any way connected with the     products or services brought or threatened against AI-Blox by a third party which are caused by or arise from (i) the use of the products or     services by the Customer; or (ii) any act of AI-Blox carried out pursuant to the instructions of the Customer.

 

8.        Termination

           Without prejudice to any other (termination) rights AI-Blox may have (whether or not mentioned in these GTC), AI-Blox may forthwith terminate     the agreement, without court intervention or any compensation due to the Customer, if: (i) the Customer commits a breach of the agreement and     has failed to rectify the breach within fourteen (14) days after AI-Blox has given its notice of default; or (ii) the Customer is the subject of a     bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or if any of     its assets are the subject of any form of seizure, or goes into liquidation, either voluntary (otherwise than for reconstruction or amalgamation) or     compulsory or if a receiver or administrator is appointed over its assets (or the equivalent of any such event in the jurisdiction of such other     party).

 

9.        Miscellaneous

9.1      Compliance with laws. The Customer shall comply with all applicable laws, statutes, ordinances and regulations of any governmental authority     including, without limitation, the applicable corrupt practices laws, anti-money laundering laws, the applicable export control laws, laws on re-   exportation bans or diversion of goods to prohibited persons or territories, and laws which prohibit or restrict the use of the product in the     manufacture of products with end-uses (“Applicable Laws”). The Customer shall not resell or ship to persons on the applicable denied parties list     or persons located within embargoed countries.  The Customer shall defend, indemnify and hold harmless AI-Blox from and against all claims,     demands, causes of action, damages, losses, liabilities, costs, expenses (including reasonable attorneys’ fees), penalties, and judgments arising     out of or related to the Customer’s violation of any Applicable Laws.  

9.2      Intellectual property. All rights, title, and interest to and in the products of AI-Blox shall be and remain the property of AI-Blox and/ or its     licensors. This GTC or any separate agreement shall not be construed as granting, or as an undertaking to subsequently grant, to the Customer,     any license, right, immunity, title or interest, in or to any product of AI-Blox or any of its currently existing or future patents, patent applications,     know-how, copyright, trademarks, trade secrets, or other (intellectual or other) property rights or interests. The Customer explicitly confirms that     it will not perform any reverse engineering on the product or investigate or develop the product developed by AI-Blox itself. 

9.3      Force majeure. AI-Blox shall not be responsible for any delay or failure to make delivery of product or service due to any cause beyond its     reasonable control, including without limitation (i) Acts of God, fire, storm, flood, strike, lockout, accident, act of war or terrorism, epidemic,     pandemic, drought, riot, civil commotion, embargo, (ii) any regulation, law, order or restriction of any governmental department, commission,     board, bureau, agency, court, or other similar government instrumentality, (iii) inability of AI-Blox to obtain any required raw material, energy     source, equipment, labor or transportation, from AI-Blox’s usual sources of supply or (iv) failure of any third party to honor its contractual     commitments.  AI-Blox is not subject to any liability to the Customer for failing to perform during the period such inability exists, provided that     AI-    Blox has provided timely written notice thereof to the Customer and keeps the Customer apprised throughout the period of such inability.     Without limiting the generality of the foregoing, under no circumstances shall AI-Blox be obligated to purchase product from a third party for     delivery to the Customer in the event of a force majeure.  Quantities so affected may, at the option of AI-Blox, be eliminated from the agreement     with the Customer without liability, but the agreement shall remain otherwise unaffected.  Customer’s obligation to render timely payment, when     due, shall not be excused by a force majeure event.  

9.4      Relationship. The parties are independent contractors and are not agents, employees or legal representatives of each other.  Neither party is     granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the other or     to bind the other in any manner whatsoever.

9.5      No implied waivers. The failure of either party at any time to require performance by the other party of any provision hereof shall in no way affect     the full right to require such performance at any time thereafter.  Any waiver must be in a writing signed by the waiving party in order to be     effective. 

 

10.      Applicable Law and Jurisdiction

10.1    These GTC and any agreement subject to these GTC shall be governed by and construed in accordance with the laws of Belgium, with the express     exclusion of the United Nations Convention on contracts for the International Sale of Goods (CISG or so-called Vienna Sales Convention). 

10.2    Any dispute arising out of or in connection with this GTC and any agreement subject to these GTC, including any dispute regarding the validity,     interpretation or performance of this GTC or any agreement, shall be submitted to the exclusive jurisdiction of the courts of Brussels, Belgium.

 

Version 1 June 2022