General Terms and Conditions of Assemblics NV

1. Scope

1.1 These General Terms and Conditions apply to all offers, orders, invoices and agreements for the provision of services by Assemblics NV, with registered office in Politieke Gevangenenstraat 18, 8530 Harelbeke, RPR Gent, division Kortrijk, 0427.170.479 (hereinafter “Assemblics”) to businesses as specified in Article I.1 of the Economic Law Code and to any other organisation, legal person or natural person in so far as they do not qualify as a consumer as specified in the Economic Law Code (hereinafter referred to as “Customer”).
1.2 It should be clarified that Assemblics provides services according to the instructions and according to the design of the Customer or its agent(s). The services provided by Assemblics involve the assembly of components on electronic circuit boards. In general, the end product thus realised is delivered by Assemblics to the Customer.
1.3 The Customer has read and accepted these General Terms and Conditions. The Customer declares that these General Terms and Conditions are clear, understandable and balanced.
1.4 Acceptance of these General Terms and Conditions implies that the Customer fully waives the application of its own contractual terms and conditions, even if these contractual terms and conditions contain contrary provisions or stipulate that they take precedence over these General Terms and Conditions.

2. Coming into being of an agreement

2.1 An agreement for providing services only comes into being once Assemblics has confirmed or accepted the Customer’s assignment or order. Assemblics reserves the right to refuse any assignment or order at its own discretion.
2.2 A nominative quotation is valid for one month unless it is explicitly stated otherwise in the quotation.
3. Prices
3.1 Unless explicitly stated otherwise by Assemblics, all indicated prices are always exclusive of VAT, taxes, duties, levies and/or payment, packaging, transport and insurance costs. These and other costs are entirely at the Customer’s expense.
3.2 Assemblics explicitly reserves the right to increase the agreed prices if, after the conclusion of the agreement, one or more cost price factors (including but not limited to the prices of raw materials and energy and labour costs) are increased, even if this is due to foreseeable circumstances.
3.3 Changes made by the Customer after the conclusion of the agreement will only be implemented if Assemblics has explicitly agreed to them and the Customer has accepted that Assemblics may charge all additional price adjustments and costs in their entirety to the Customer.

4. Payment

4.1 All invoices of Assemblics are payable no later than thirty (30) days after the date of the invoice at Assemblics’ registered office. Payments must be made in euro (EUR).
4.2 In the event of non-payment of all or part of the invoice on the due date, the Customer will, by operation of law and without prior notice of default, owe default interests amounting to 10% on the unpaid invoice amount, such on an annual basis as from the due date up to the date on which the invoice has been fully paid.
4.3 In the event of non-payment of all or part of the invoice on the due date, the Customer will, by operation of law and without prior notice of default, have to pay a fixed compensation for damage amounting to 10% of the principal amount of the invoice, with a minimum of EUR 40.
4.4 In the event of non-payment of all or part of the invoice on the due date, all other claims against the customer will become due, by operation of law and without prior notice. In such event, Assemblics also reserves the right to suspend the execution of all pending orders until Assemblics has received full payment (including interests and costs), and this without prior notice of default and without Assemblics being due any compensation for damage.
4.5 If at any time Assemblics is in doubt as to the creditworthiness of the Customer due to judicial execution acts against the Customer, the non-payment or late payment of one or more invoices and/or any other identifiable event, Assemblics explicitly reserves the right to suspend deliveries yet to be carried out or to demand prior payment or other securities.
4.6 Assemblics reserves the right to demand partial or full advance payment by the Customer.
4.7 Additional costs resulting from incorrect or defective materials supplied by the Customer, or from incorrect or unclear data or incorrect or unclear instructions communicated by the Customer are always at the expense of the Customer.
4.8 Assemblics is entitled at any time, even after bankruptcy or any other form of concurrence, insolvency proceedings or attachment of the Customer’s assets, to apply a settlement between mutual claims that exist between Assemblics and the Customer. In such events, Assemblics will also be entitled to liquidate, declare due and payable or convert non-liquid, due and payable or replaceable claims into monetary claims in view of the mutual settlement of such claims. All mutual claims of Assemblics and the Customer are deemed to be part of an indivisible whole and are in that respect mutually connected.

5. Delivery

5.1 Unless explicitly stated otherwise, Assemblics can only provide services after having received from the Customer and suppliers all materials (including the electronic circuit boards) and information required for its services.
5.2 Unless explicitly stated otherwise, the delivery terms communicated by Assemblics are indicative only. A delay in the delivery cannot give rise to fines, compensations for damage or the annulment of the order.
5.3 Unless otherwise agreed in writing, Assemblics delivers the end product at the Customer’s place of business in a ground floor room. The Customer is compelled to take delivery of the end product delivered by Assemblics at the agreed time and to provide the necessary space to enable the delivery of the end product.
5.4 Assemblics reserves the right, if it so chooses, to make partial deliveries of the end products and invoice them separately.
5.5 Unless otherwise agreed in writing , the Customer bears the costs of the delivery.

6. Retention of title and risk

6.1 The title of ownership to the end product will not be transferred to the Customer before the full payment by the Customer of all that is due to Assemblics as consideration for the services provided or to be provided by Assemblics, including payment of the agreed price, costs, interests and, if applicable, any compensation for damage. Nonetheless, the risk of loss and destruction of and damage to the end product, as well as the risk of loss and destruction of and damage to the Customer’s materials and the components of the end product purchased by Assemblics to provide the services and manufacture the end product, will always be borne in full by the Customer as soon as the agreement has been concluded.
6.2 Until the title of ownership to the end product is effectively transferred to the Customer, the Customer is explicitly prohibited from using the end product as a means of payment or pledge or from encumbering it with any other security.
6.3 The Customer bears a duty of care with regard to end products still subject to the retention of title clause. The Customer must store end products in an appropriate place under perfect conditions, in accordance with the strictest standards and safety requirements. Up to the actual transfer of the title of ownership, the Customer must additionally insure end products against all usual risks.

7. Warranty

7.1 The Customer undertakes to take delivery of the end product immediately upon its delivery and to examine whether the services provided by Assemblics are in line with what has been agreed and thus to verify whether or not the delivered end product meets the expectations.
7.2 After delivery and receipt of the end product, the liability of Assemblics is limited to the warranty specified below, subject to fraud, an intentional fault or gross negligence on the part of Assemblics.
7.3 The liability of Assemblics for the services provided by it in connection with the end product is limited to problems/defects that occur within 12 months of the delivery of the end product. Complaints lodged after the expiry of this term are no longer accepted by Assemblics.
7.4 In any event, defects/problems must be reported to Assemblics by the Customer without delay and at the latest within eight days of their discovery, under penalty of forfeiture. This communication must include a detailed description of the defect/problem. Complaints do not suspend the Customer’s payment obligation.
The Customer accepts and acknowledges that Assemblics is entitled to invoke with respect to the Customer the exceptions, exonerations and warranty restrictions that the manufacturer may invoke with respect to Assemblics.
7.5 Assemblics will under no circumstances be liable for defects/problems relating to its services if these defects/problems are due to the information and/or instructions given by the Customer to Assemblics as the basis on which Assemblics had to render its services. Assemblics is not liable either in the event of any incorrect and/or careless use of the end product by the Customer.
7.6 Assemblics will bear the repair costs during the warranty period. Assemblics is free to decide in which way it will carry out these repairs.

8. Liability

8.1 Assemblics’ liability can only be invoked in case of fraud, an intentional fault or gross negligence.
8.2 Assemblics will never be liable or be bound to pay compensation for intangible, indirect, incidental or consequential damage, including (but not limited to) loss of profit, loss of turnover, loss of revenue, production restrictions, administrative or personnel costs, an increase in overheads, loss of customers or claims of third parties.
8.3 Under no circumstances will Assemblics be liable if damage is due to a fault or negligence on the part of the Customer or any person for whom the Customer is responsible. Assemblics will under no circumstances be liable either for damage caused by information and/or instructions provided by the Customer (or its agent(s)) to Assemblics as the basis on which Assemblics had to provide its services. Assemblics bears no responsibility for the concept and design of the end product.
8.4 The total contractual and extra-contractual liability of Assemblics and its agents will at all times be limited to the amount equalling the total price paid by the Customer to Assemblics for its services in connection with the end product currently giving rise to this damage (it being understood that this is merely the price for this specific order and not for all orders that may already have been given for this type of product), unless Assemblics’ liability arises from fraud, an intentional fault or gross negligence.

9. Force majeure

9.1 If Assemblics is unable to fulfil its obligations due to force majeure, it will not bear any liability with respect to the customer. In case of force majeure, Assemblics will not be subject to any fine or compensation for damage.
9.2 Force majeure covers any situation in which the execution of the agreement by Assemblics is prevented, wholly or in part, whether temporary or not, by circumstances beyond the will of Assemblics.

10. Intellectual Property Rights

10.1 All intellectual property rights to services other than its production method remain the exclusive property of Assemblics. The Customer cannot claim any interest in or ownership of such intellectual property rights and does not acquire any other rights in this respect.

11. Dissolution

11.1 Assemblics is at all times entitled to dissolve the agreement with the Customer, with immediate effect and without any court order or payment of any compensation for damage whatsoever being due, in the event that: (i) the Customer applies for bankruptcy, is declared bankrupt or requests suspension of payment, (ii) the Customer decides to or proceeds with settling, discontinuing or selling its business or if the nature of the Customer’s activities would change substantially, (iii) the Customer does not or does not fully comply with any contractual terms or with any of its obligations with respect to Assemblics, including payment of the invoice amount within the term set for that purpose; (iv) the Customer does not provide Assemblics with sufficient information or instructions, thus preventing Assemblics from adequately starting or completing its works, (v) the Customer’s assets are confiscated; or (vi) Assemblics has good reason to doubt the creditworthiness of the Customer or the fulfilment by the Customer of its obligations with respect to Assemblics.
11.2 In the event of the Customer’s dissolution, Assemblics reserves the right to claim compensation for the costs and damage incurred by Assemblics and all claims of Assemblics on the Customer will become immediately due, This means that all services rendered by Assemblics will have to be fully reimbursed, including all materials purchased by Assemblics for the relevant assignment. Assemblics is in any event entitled to a compensation for damage amounting to 20 % of the amount stated on the signed order.

12. Transfer

12.1 Assemblics is entitled to fully or partially transfer the rights and obligations arising from the agreement with the Customer to its affiliated companies or any other third party, provided that the Customer agrees to such transfer in writing. The Customer will not unreasonably refuse such transfer.
12.2 Assemblics is entitled to engage subcontractors for manufacturing and delivering the end product.
12.3 On the other hand, the Customer is not entitled to fully or partially transfer the rights and obligations arising from the agreement with Assemblics.

13. Data protection

13.1 Every party must, at all times, comply with its respective obligations under any applicable data protection legislation in connection with all personal data processed under this agreement.
13.2 Every party will be considered an independent controller with respect to the processing of personal data under agreements with Assemblics.
13.3 Every party will process the personal data disclosed by the other party in accordance with its published privacy statement, privacy policy, or privacy notices.

14. Confidentiality

14.1 The Customer must keep all confidential information belonging to or relating to Assemblics, its contractors, agents and/or its affiliated companies strictly confidential. This obligation applies both during and after the contractual relationship between Assemblics and the Customer.
14.2 All information and documents exchanged between Assemblics and the Customer are considered confidential, including but not limited to the prices and terms of the agreement, such regardless of the nature of the information or documents and whether or not such information and documents have been explicitly classified as confidential.

15. Severability

15.1 If any provision (or part thereof) of these general terms and conditions would be unenforceable or contradictory to any provision of mandatory law, this will not affect the validity and enforceability of the other provisions of these general terms and conditions, nor will it affect the validity and enforceability of that part of the relevant provision that is not unenforceable or contradictory to any provision of mandatory law. In such event, the parties will negotiate in good faith to replace the unenforceable or contradictory provision by an enforceable and legally valid provision that comes as close as possible to the purpose and scope of the original provision.

16. Changes to the general terms and conditions

16.1 Assemblics reserves the right to unilaterally change these general terms and conditions. The updated version in force at the time an order was accepted by Assemblics will be applicable to the legal relationship resulting from that order. Assemblics will inform the Customer in writing about the amended general terms and conditions.

17. Applicable law and disputes

17.1 These general terms and conditions as well as any agreement between Assemblics and the Customer (including any resulting non-contractual obligations) are governed by Belgian law.
17.2 The applicability of the Vienna Sales Convention is explicitly excluded.
17.3 All disputes arising from of or in connection with these general terms and conditions or any agreement between Assemblics and the Customer (including any resulting disputes concerning non-contractual obligations) are subject to the exclusive jurisdiction of the courts of the district of Ghent, division Kortrijk.