General Sales Conditions

GENERAL SALES CONDITIONS OF A.C.N.

INTRODUCTORY PROVISIONS

1      Definitions

1.1    “A.C.N.”: the private limited company “A.C.N.”, VAT-BE 0829.935.166, with its registered office at Lodewijk de Raetlaan 20, 8870 Izegem, Register of Legal Entities Ghent, Kortrijk division.

1.2    “Agreement”: the commercial relationship between the Client and A.C.N., as further described in Clause 2.1.

1.3    “Client”: any professional client, as well as any person who confirms a Quote / places an Order with A.C.N. for Robots and/or other Products in the name or on behalf of a professional client.

1.4    “General Conditions”: the present general sales conditions.

1.5    “Order”: the signed order, which shall be binding on the Client, that the Client places with A.C.N. either by accepting a Quote from A.C.N., or otherwise.

1.6    “Order Confirmation”: the document created by A.C.N., to be signed by the Client and A.C.N., which constitutes the final confirmation of the Order, with final dimensions, specifications and options.

1.7    “Privacy Law”: EU Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, the Law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data, as well as other (future) Belgian legislation regarding the implementation of the aforementioned Regulation, or any other legislative act modifying it.

1.8    “Product(s)”: all Products offered by A.C.N., in addition to Robots (such as spare parts).

1.9    “Quote”: the initial offer and indicative price proposal, issued by A.C.N. and addressed to the potential Client.

1.10   “Robot(s)”: all sorting, storage, inventory management and other systems (standard as well as custom-made) intended for, inter alia, pharmaceutical purposes, as offered by A.C.N. to the Client.

1.11   “Website”: www.meditech-pharma.com .

1.12   “Working hours”: from 8am to 5pm (Central European Time (UTC+1)) from Monday to Friday for installation and implementation, and from Monday to Saturday for the helpdesk, excluding statutory holidays as applicable in Belgium and at the installation site.

2      Scope of application of General Conditions

2.1    All commercial relationships, both present and future, between A.C.N. and the Client shall be governed by (in hierarchically descending order and to the extent applicable): (i) the signed Agreement, (ii) the written and/or electronic Order Confirmation from ACN, (iii) A.C.N.’s Quote accepted in writing and/or electronically by the Client, (iv) these General Conditions, (v) the warranty provisions, user manuals and/or installation instructions provided with the Robots and/or Products, and (vi) Belgian law. These documents collectively constitute the Agreement.

2.2    The General Conditions shall always be sent to the Client and shall also be made available upon simple request. By placing an Order with A.C.N. or by concluding an Agreement, the Client acknowledges that it recognises and accepts these General Conditions. The General Conditions shall always take precedence over the Client’s general conditions.

2.3    The (repeated) failure by A.C.N. to enforce any right, cannot be considered as a waiver of right, but only as the toleration of a certain situation and shall not deprive A.C.N. of the right to invoke the same later.

2.4    A.C.N. reserves the right to amend or modify its General Conditions at any time upon prior written/electronic notification to the Client. The amended General Conditions shall only apply to Order(s) placed and/or Agreements concluded after the amendments have been implemented and notified to the Client.

2.5    The possible nullity of one or more clauses of these General Conditions or a part thereof shall not affect the validity of the other clauses and/or the remaining part of the concerned provision. In such case, A.C.N. and the Client shall endeavour to replace the void provision with an equivalent provision. In the event that the Parties fail to reach an agreement, the competent court shall mitigate the invalid provision so that it reflects what is permitted (by law).

3      Activities of A.C.N.

3.1    A.C.N.’s principal activity is the manufacture and sale of Robots together with all services incidental thereto, including:

• Design, engineering and studies of Robots (with the subsequent production of Robots);
• Design of Robots;
• Production of Robots (customised);
• Sale of Products;
• Assembly, installation and assistance with commissioning of Robots;
• Maintenance of Robots (subject of a separate agreement between the Client and A.C.N.).

3.2    An Agreement with the Client may cover one or more of these activities.

3.3    A.C.N. conducts its commercial activities in this regard under the brand name Meditech.

4      Brochures & publications on the Website

4.1    Catalogues, brochures, newsletters, notes, leaflets, publicity announcements, as well as statements on the Website are entirely non-binding and only for information purposes, unless explicitly stated otherwise.

4.2    The stated price, description, properties, colours and/or images of the Robots and/or Products are purely indicative and non-binding for A.C.N.

5      Proposals and Quotes

5.1    All proposals and Quotes made by A.C.N., orally or in writing, provide only an indication of the Robots, Products, quantities, deadlines and price and have yet to be finally validated.

5.2    A Quote shall only be valid for the duration stated on the Quote. If no duration is stated on the Quote, the validity period of the Quote shall be limited to two (2) months.

6      Formation of Agreement

6.1    The acceptance of the Quote by the Client with respect to the purchase of one or more Robots implies a commitment on the part of the Client to (i) purchase and take delivery of the aforementioned or similar Robots as described in the Quote, and (ii) to further negotiate and place a corresponding Order with A.C.N.

A Quote contains an initial description of the Robot, the price in accordance with such description (the price applies to concrete components, specifications and dimensions), and the estimated delivery time/date.

6.2    At this point, Quotes shall not contain the final agreement between the parties on all the purchase conditions, and shall always be further negotiated between A.C.N. and the Client. During such negotiations, the proposal or Quote shall constantly evolve. Any changes to a proposal or Quote shall invalidate the previous version.

6.3    The final dimensions, specifications, options and modifications of the Robot, shall only be determined when the site in which the Robot shall be installed is ready or nearly ready. At such time, the price shall also be recalculated accordingly and formulated into a final Order proposal, which shall also confirm the delivery time/date.

This Order must be final and confirmed by the Client, within seven (7) Working Days of receipt, and no later than twenty (20) weeks before the scheduled commencement of delivery and installation of the Robot. If the aforementioned period has elapsed, the initially proposed delivery period/date shall no longer be valid.

6.4    The Agreement comes into effect when the Order is signed (by written, electronic or digital means) by the Client, and the Order is confirmed by written, electronic or digital means by a person authorised to bind A.C.N., or upon commencement of execution of the Order by A.C.N. (whichever occurs first).

6.5    A.C.N. reserves the right at all times to request additional information concerning the Client, its activities or creditworthiness and – in the absence of notification thereof – to refuse, suspend or demand full payment prior to the performance of the Agreement, without A.C.N. being liable to pay any compensation in this regard.

6.6    An Order shall only be valid for the specific assignment/order of Robots and/or other Products and shall therefore not automatically apply to subsequent (similar) assignments/orders.

6.7    A.C.N. shall only be bound by the Client’s specific instructions with which the Robots / Products must comply, provided these specific instructions are included in the written and/or electronic Quote, Order, Order Confirmation between A.C.N. and the Client.

7      Modifications/additions to the Agreement

7.1    General provisions on modifications

7.1.1   Any modifications or additions made after the Order Confirmation shall only be valid after the written and/or electronic agreement of both parties in a new Order Confirmation, among other things with regard to price, payment terms, execution deadlines, additional specifications, legal or other requirements/conditions etc. A.C.N.’s agreement may also be implied by its execution of the Order.

7.1.2   A.C.N. shall always be flexible and shall accept these amendments/additions wherever possible. In the absence of a written agreement concerning amendments or additions, it shall be assumed that the amendment/addition was carried out in accordance with the (verbal) instructions of the Client, unless the Client provides evidence to the contrary.

7.1.3   In case there is a change in the identity of the Order Confirmation signatory (for example, if the Agreement was initially concluded by a natural person, but a company is subsequently incorporated which is to be regarded as a Client), A.C.N. shall be entitled to charge an administrative processing fee.

7.2    Modification of Robots / Products

7.2.1   If notwithstanding the above, there is a change in the specifications or dimensions of the Robots and/or Products after the Order Confirmation, A.C.N. shall have the right to charge additional cost if any to the Client, including material costs, drawing work, administration costs, the cost of additional work, etc.

7.2.2   Price changes if any resulting from amendments or additions, shall be determined on the basis of price determining factors applicable at the time the amendments or additions are agreed, and as communicated in writing by A.C.N.

7.2.3   A request for amendments or additions by the Client shall always result in the cessation of production of a Robot (and, if applicable, Products), as well as the lapsing of the agreed delivery time if any. A.C.N. shall notify a new delivery time to the Client taking into account the agreed amendment or addition, and in accordance with A.C.N.’s availability.

7.3    Modifications in the scheduling of the installation

7.3.1   In case of (i) a modification of the Robot after the Order Confirmation that results in the cancellation of the scheduled delivery and execution date, or (ii) a change of the scheduled delivery and execution date due to the actions of or at the request of the Client, A.C.N. shall have the right to charge the following to the Client:

–        Cancellation costs if any of subcontractors, hotels, rental of cars, vans and trucks, rental of lifts, etc.;

–        Storage costs if any of the Robot, at a lump sum of three hundred and fifty euros (€350) per week that commences, for which the Robots are to be stored;

–        Lump sum damages depending on the timing of the change in schedule, as follows:

• More than twelve (12) weeks before the scheduled installation date: no lump sum damages;
• Between twelve (12) and six (6) weeks before the scheduled installation date: five thousand euros (€5,000);
• Less than six (6) weeks before the scheduled installation date: ten thousand euros (€10,000).

8      Suspensive condition

8.1    If a Quote contains one or more suspensive conditions in favour of the Client, the Client acknowledges that A.C.N. shall not commence production of the ordered Robots and Products, nor include them in its schedule, until the suspensive condition(s) have been fulfilled. Any delivery date specified in the Quote shall only start after confirmation from the Client concerning the fulfilment of the suspensive condition(s).  Until then, the specified delivery date shall be purely indicative.

8.2    The provisions of Clause 9.1 shall only not apply if the Client proves that the suspensive condition cannot be fulfilled, or shall not be fulfilled by the agreed date. In all other cases, the Client shall be deemed to have cancelled the Quote within the meaning of Clause 9.1. This shall also apply if the term as stipulated in the Quote has expired in the absence of adequate proof being provided by the Client.

8.3    Suspensive conditions if any must be fulfilled before an Order can be placed or an Order Confirmation can be signed, under the responsibility of the Client, who must prove that the suspensive conditions have been fulfilled.

Any suspensive condition shall be deemed to have been fulfilled at the time of placing an Order or signing an Order Confirmation. Wherever applicable, the Client may no longer claim the application of any suspensive condition.

8.4    A.C.N. shall have the right to request that the Client submit proof (as defined below), without which the Client shall be deemed to have cancelled the Quote within the meaning of Clause 9.1:

–        Urban Planning Permits:

If and insofar as the Client is required to obtain planning permits, it shall notify A.C.N. thereof in advance, and furthermore, shall include this as a suspensive condition and notify A.C.N. concerning the progress of the permit application. In order to prove that the suspensive condition has not been fulfilled, the Client must show that the relevant permit was definitively refused.

–        Pharmaceutical or other permit:

If the Client has yet to complete its pharmaceutical or other permit formalities or the transfer thereof, it shall notify A.C.N. of this in advance, and shall include this as a suspensive condition. In order to prove that the suspensive condition has not been fulfilled, the Client must show that the grant, handover or transfer of the relevant permit has been definitively refused.

–        Financing:

If and insofar as the stipulated suspensive condition relates to the grant of financing (including leasing), the Client must provide evidence that it has undertaken all such steps as may be reasonably necessary in order to obtain the financing, and the Client must submit documents proving refusal by at least three (3) financial institutions.

9      Cancellation by the Client

9.1    In case of cancellation (i) by the Client without any default on the part of A.C.N., or (ii) by A.C.N. due to a default on the part of the Client, A.C.N. reserves the right to charge the Client compensation calculated as follows:

(i)     In case of cancellation of an accepted Quote:

Damages of thirty percent (30%) of the price of the cancelled Quote, subject to a minimum of five hundred euros (€500);

(ii)   In case of cancellation of an accepted Order / Order Confirmation:

–        Cancellation costs if any of subcontractors, hotels, rental of cars, vans and trucks, rental of lifts, etc.;

–        Production costs already incurred in respect of the Robot;

–        Lump sum damages of thirty percent (30%) of the price of the cancelled Order/Order confirmation, together with the following amounts, depending on the timing of cancellation, as follows:

• More than twelve (12) weeks before the scheduled installation date: no additional increase;
• Between twelve (12) and six (6) weeks before the scheduled installation date: increase by five thousand euros (€5,000);
• Less than six (6) weeks before the scheduled installation date: increase by ten thousand euros (€10,000).

9.2    The aforementioned lump sum damages shall always be without prejudice to A.C.N.’s right to claim (higher) compensation on the basis of any other proven loss suffered, including (but not limited to) costs or expenses already incurred.

10    Cancellation by A.C.N.

10.1   A.C.N. shall have the right – without the Client having any right to claim compensation – to cancel the Quote or Order Confirmation in the following cases:

(i)     Where it is based on incorrect information provided by the Client, or where A.C.N. suspects that the Client is appealing to A.C.N. for reasons that cannot objectively be considered reasonable and acceptable, or

(ii)   If, after the conclusion of the Agreement, A.C.N. is, for objective reasons, not able (any longer) to perform the Agreement, inter alia, but not exclusively due to the non-availability of raw materials or materials required for the production of Robots and/or Products.

10.2   In such case, A.C.N. shall notify the Client in writing within a reasonable period. Only if no alternative solution is available, shall A.C.N. cancel the Agreement and refund the sum already paid to the Client in full within fourteen (14) calendar days of the aforementioned notification.

10.3   In case A.C.N. cancels the Quote or Order Confirmation (i) in circumstances other than those mentioned above, (ii) without this being based on a breach of contract by the Client, and (iii) in circumstances other than force majeure/hardship, the Client shall be entitled to reimbursement of any advance payment already made and the Client may furthermore claim compensation for proven, effectively incurred damage, for an amount not exceeding thirty per cent (30%) of the price, subject to a minimum of five hundred euros (€500).

11    General provisions on performance

11.1   As a rule, the performance of the Agreement by A.C.N. shall be regarded as an obligation of means. A.C.N. shall always exercise due care and good faith and shall always perform the Agreement to the best of its knowledge and ability, but without guaranteeing a specific result. In the exceptional event that A.C.N. gives the Client an undertaking for the achievement of a certain result, there shall be an obligation of result on the part of A.C.N. and this shall be expressly mentioned in writing between the parties.

11.2   The performance indicators relating to the capacity, speed, consumption, etc. of a Robot, as communicated verbally or mentioned in the technical sheets, shall always be indicative. A.C.N. has always estimated them in good faith based on averages, but these depend on external factors, and consequently these estimates shall not be binding. The Robot’s capacity is affected, inter alia, by the sizes of the packages and the Client’s product range. The speed of delivery by the Robot shall also be determined, among other things, by the size and set-up of the Robot and the storage location. Consumption shall also be determined by the size and set-up of the Robot and by usage and downtime.

11.3   The Client is obliged to provide smooth cooperation as well as the necessary support in the preparation and performance of the Agreement by A.C.N. This includes provision of all the necessary data, documents, specifications and instructions, which A.C.N. requires for the performance of the Agreement.

11.4   A.C.N. shall always perform the Agreement on an independent basis. The independent cooperation between A.C.N. and the Client shall not entail any relationship of subordination. A.C.N. shall allocate its activities in the manner it sees fit and shall be totally free to determine how to allocate its time, without it and/or its employees/appointees being liable to the Client in this respect. Where A.C.N. assigns one or more employees/appointees for the performance of the Agreement, their work shall be directed and supervised by a responsible person from A.C.N. Unless otherwise agreed, neither the Client nor its appointees shall ever possess any form or element of employer authority in respect of the employees/appointees of A.C.N., and consequently neither it nor its appointees can either give them instructions or orders, or exercise any control or supervision over them.

12    Delivery and execution dates and deadlines

12.1   Unless expressly agreed otherwise, any delivery and execution dates and deadlines that may be specified shall be purely indicative and approximate.

12.2   Exceeding the stipulated date or deadline may not under any circumstances give rise to penalties, damages, substitution or dissolution of the Agreement at A.C.N.’s expense. Furthermore, a delay in the delivery of the Robots / Products shall also not lead to cancellation of the Agreement. Exceeding the dates or deadlines shall not relieve the Client from its obligations.

12.3   If the Client changes the scheduled date, A.C.N. and the Client shall determine a new commencement date through mutual consultation, which, however, shall depend on A.C.N.’s availability and may therefore occur later than the Client’s initial availability.

12.4   If the commencement or progress of the performance is delayed, disrupted or made more difficult by causes that fall within the Client’s scope of responsibility, including (but not limited to) one or more factors as described in Clause 17:

• C.N. shall have the right not to commence the performance of the assignment, or to stop it immediately (without any compensation being payable by A.C.N.);
• All delivery and execution dates and deadlines shall lapse automatically;
• Additional costs (such as, inter alia, unnecessary travel expenses and waiting times) shall be charged to the Client by A.C.N., subject to a minimum of five hundred euros (€500).

12.5   The delivery and execution dates and deadlines shall expire automatically:

• If A.C.N. does not receive all the necessary data, specifications, instructions from the Client in time. In such case, the prices are increased by the additional costs incurred;
• In case A.C.N. has outstanding claims against the Client;
• In case of changes to the assignment;
• In case the commencement or progress of the execution is delayed, disrupted or made more difficult by causes that are the responsibility of the Client;
• In case of force majeure/hardship, under application of Clause 35.

12.6   Any inspection certificates and/or permits required for the delivery or use of the Robots and/or Products shall always be the responsibility of the Client. A.C.N. shall not be liable for obtaining the aforementioned inspection certificates and/or permits, or for the consequences in terms of timing and delays in the delivery.

13    Information and input from the Client

13.1   The Client shall bear ultimate responsibility for instructions and information supplied by it (directly or indirectly, via a party appointed by it). A.C.N. shall assume the above without accepting any responsibility in this regard. A.C.N. is not obliged to check the accuracy of the data supplied by the Client (including information supplied by the Client with regard to stability or load-bearing capacity) and is thus entitled to rely on them without further formality. The Client shall at all times be responsible for the correctness and completeness thereof and indemnifies A.C.N. against third party claims in this respect.

14    Design & Engineering by A.C.N.

14.1   A.C.N. shall design the Robots according to the Client’s instructions and measurements (by the Client or by A.C.N., depending on the arrangements).

14.2   A.C.N. shall submit the designs, plans, drawings and technical descriptions to the Client for approval. As soon as the Client is in possession of the designs, it is obliged to verify their correctness and whether they correspond to what it had in mind.

14.3   Unless otherwise agreed, the Client shall have a period of seven (7) calendar days to approve or reject A.C.N.’s designs. At the end of the aforementioned period, the Client shall be deemed to have agreed to the designs.

14.4   A.C.N. shall not commence production of the Robot until it has obtained the Client’s written approval concerning the designs.

Delivery & Installation

15    Delivery of the Robots and/or Products

15.1   The risk of damage, destruction, disappearance and theft with regard to the Robots, the parts and materials and Products, shall be transferred at the time of the delivery of the above at the delivery location as agreed between A.C.N. and the Client.

The Client shall adequately insure the Robot, parts and materials supplied by A.C.N. against theft and loss, including due to fire and other external circumstances such as flooding.

15.2   The Client shall bear all costs relating to the acceptance of delivery.

15.3   The Client shall cooperate in the delivery and shall take delivery of the Robots, materials and Products, which A.C.N. delivers to the address specified by the Client. The manner of transport and the actual means of transport shall be reasonably determined by A.C.N.

15.4   If the Client refuses to accept delivery or is negligent in supplying information or instructions, or in otherwise providing the cooperation necessary for the transport and installation of the Robots, materials and/or Products, A.C.N. shall have the right to take all reasonable measures in this regard (such as storage with third parties), at the expense and risk of the Client. All additional transport and storage costs caused by failure to take delivery, or failure to accept or take delivery on time shall be borne by the Client.

16    Execution of the installation

16.1   Robots shall always be installed during normal Working Hours.

A.C.N. reserves the right at all times to refuse an installation and/or performance of other services if they cannot be carried out during Working Hours, without thereby conferring any right on the Client to claim compensation.

16.2   If A.C.N. still opts to carry out an installation and/or to perform services outside normal Working Hours, A.C.N. shall have the right to charge the Client additional compensation for the same.

17    Responsibilities of the Client

17.1   The Client shall bear the following responsibilities in connection with the delivery and installation of the Robots and shall always ensure at its own expense and risk that these conditions are met:

17.1.1 Site access and accessibility:

• C.N.’s employees or subcontractors, as soon as they arrive at the installation site, must be able to commence and continue their work during A.C.N.’s normal Working Hours, and in addition, if A.C.N. deems it necessary, outside normal Working Hours as well, provided that it has notified the Client well in time.
• The access roads to the installation site must be suitable, sufficiently wide and sufficiently levelled to enable the necessary transport and to ensure that the (parts of the) Robots can be brought inside.
• The Client shall procure and provide the necessary access passes in order to ensure that A.C.N. has free and smooth access to the site.
•  The necessary (parking) permits must be obtained and traffic signs must be provided by the Client in order to ensure that A.C.N. has free and easy access to the worksite. If the customer does not apply for the permit itself or does not provide the necessary traffic signs, A.C.N. will do so at a flat rate of €750 and additionally charge the costs for the permit itself, the (rental of the) signs, parking costs and all other costs related to the application. This cost will be settled with the final invoice.
• The ground must be sufficiently firm and stable to allow safe set-up and use of any lifts, cranes, aerial work platforms and telehandlers.

17.1.2 Site security:

• The worksite must be adequately secured and screened off to prevent theft or loss of materials and Robots.
• C.N.’s employees and subcontractors must be adequately informed by the Client concerning the other works in progress and their risks.
• Safety on site must be guaranteed. The Client must notify A.C.N. of all legal obligations and the necessary safety regulations that A.C.N. must observe when installing Robots on the Client’s site. A.C.N. shall always act in accordance with the safety regulations as notified to it by the Client.

17.1.3 Site facilities:

• The designated installation site must be well lit and suitable for the installation of the Robots.
• A suitable, working and definitive internet and power connection must be available at the site. The Client acknowledges that if changes are made to the Robot’s internet and/or power connection after the installation and initial configuration of the Robot by A.C.N., this may prevent the proper operation of the Robot. A.C.N. shall not be liable for any damages, additional works or malfunction of the Robot resulting from the same.
• The necessary software and licences must be available in order to enable the correct installation of a Robot.

17.1.4 Preliminary works:

• The necessary preliminary works for preparing the site for the installation of the Robot should have been completed, such as:
  • Removal of immovable works, false ceilings, floors, walls and all obstructions, removal of plumbing, electricity and other utility lines, pipes, grates, ducts, gutters, openings, lighting, etc.
  • Preparation of the site if necessary, by providing the pit in which the Robot is to be placed, making the ground level, providing the necessary electricity and other utility lines, including internet.
• If before (e.g. at the time of the final measurement), during or in preparation for the installation of the Robot, it is found that additional work (such as, inter alia, those mentioned above) is required, the Client shall carry out (or shall organise the carrying out of) such work, and A.C.N. shall have the right to suspend its work in the meantime.

17.1.5 Other works on site:

• The Client shall be responsible for the scheduling and execution of the other works on the worksite (for example, plastering, flooring, electricity, sanitary facilities, etc.); This shall include timely execution according to the schedule and correct execution according to the same.
• C.N. shall not be responsible to adjust its timing or works if the other works do not proceed according to the predetermined schedule or plans; If however A.C.N. does make such adjustments, it shall be entirely at A.C.N.’s discretion.
• The Client shall be responsible for ensuring that the Robot is kept dust-free during installation and furthermore, that no other works that generate dust are taking place during the installation of the Robot. A.C.N. shall have the right to suspend its work if the above is not complied with. A.C.N. shall do whatever is necessary to screen off the Robot to the extent possible, but the Client shall always be responsible for the same. A.C.N. shall not be bound to make the Robot dust-free again if this is caused by activities other than its own activities.

17.1.6 Load-bearing capacity / stability of the surface:

–        The Client shall be responsible for ensuring that the location provided has sufficient load-bearing capacity. Specifically, it must be able to support a weight of 349 kg per m².

–        The Client shall be responsible for ensuring that the site provided is vibration-free and stable.

–        The Client shall be responsible for ensuring that the location provided is completely level.

–        The Client shall be solely responsible for verifying the stability/load-bearing capacity of the site. The Client undertakes to have the stability/load-bearing capacity checked in advance and at its own expense by an architect, stability engineer or other professional with sufficient expertise. The Client warrants that at the time of installation, all the conditions required in order to enable the safe installation shall be fulfilled, and shall confirm this in writing to A.C.N prior to installation. Under no circumstances can A.C.N. be held liable for any damage that may arise as a result of inadequate stability/load-bearing capacity of the place of performance.

17.2   If the commencement or progress of the installation of the Robot is delayed or altered by factors for which the Client is responsible, all resulting costs shall be charged by A.C.N. to the Client. These shall include, but shall not be limited to, unnecessary relocation costs and waiting times exceeding half an hour, schedule adjustments, adjustments to the works, etc.

18    Software

18.1.1 The Robots have their own graphical user interface, which allows the Robots to operate on a stand-alone basis.

18.1.2 If the Robot is linked to the Client’s (management and other) software for its operation, the Client shall always guarantee the proper operation of such software as well as its compatibility with the Robot’s firmware/software.

18.1.3 A.C.N. shall provide the Client with the necessary instructions and information concerning the (communication) protocols used by the Robot (currently WWKS2) to enable its interaction with the Client’s management software.

18.1.4 The Client shall ensure the implementation and configuration of its systems in full compliance with A.C.N.’s instructions and information, in order to make possible the interaction between the Robot and its systems. A.C.N. shall not be responsible for the proper operation and interaction between the Robot and the Client’s software, and cannot be held liable for any costs, licences, etc. required to enable the interaction between the Robot and any of the Client’s software, e.g. for modifications to the software.

18.1.5 A.C.N. shall not be responsible for the non-operation of certain functionalities due to the lack of compatibility of the software or because the software does not support certain functionalities.

19    Responsibilities of A.C.N.

19.1   A.C.N. shall have the right to engage subcontractors for the execution and installation, for which A.C.N. shall be responsible.

19.2   If during the installation of the Robot, A.C.N. finds that additional works are required to enable correct installation, A.C.N. shall notify the Client concerning the same, and the Client shall have such additional works carried out. In this context, the removal of immovable works, false ceilings, grilles, sanitary and other utilities (pipes, tubes, ducts, gutters, lighting), or other demolition works and/or preparation and installation works shall not be included in A.C.N’s assignment.

The Client shall at all times be responsible for the costs incurred on account of such additional works and delays. Additional works shall include all work not included in A.C.N.’s original assignment.

19.2.1 Under no circumstances can A.C.N. be held liable for any damage to the work floor, whether above the ground and/or below the ground.

19.2.2 For any other damages that may be caused during assembly/installation by A.C.N.’s appointee, the Client may not under any circumstances deduct the amount of the damages from the invoices to be paid. A.C.N.’s insurance company shall be responsible for further settlement. Any claim for damages must be notified to A.C.N. by registered letter within 24 hours of the execution of the work that gave rise to the damage.

20    Delivery

20.1   The Robot shall be delivered dust-free and taped off by A.C.N.

20.2   The Client shall ensure that the principal pharmacist or a representative of the Client designated by the principal pharmacist, who is authorised to sign the delivery report (digitally), shall be present during the training and at each (also provisional) delivery by A.C.N. of a Robot. A.C.N. may assume that the Client’s employee at the delivery location is effectively authorised to represent the Client for the delivery.

20.3   A.C.N. shall provide training with regard to the proper use of the Robot and (if relevant) the Products.

20.4   A.C.N. shall provide the Client with the necessary copies of the warranty provisions, the user manual and the installation instructions relating to the delivered Robots and/or Products, no later than at the time of the start-up and commissioning of the Robots and/or Products.

20.5   At the end of a delivery, A.C.N. shall draw up a delivery report, which shall be accepted by the Client through digital signature by its representative. A.C.N. shall send the same to the Client without delay.

20.6   If the principal pharmacist or the Client’s representative is not present when A.C.N. makes the delivery, this shall in no case prevent the delivery from being a delivery made in the presence of and with the consent of both the parties. Where appropriate, A.C.N. shall send the delivery report to the Client without delay, after which the Client shall have three (3) working days to provide A.C.N. with any comments it may have on the delivery.

20.7   Following the installation of the Robot by A.C.N., an initial provisional delivery shall take place during which the parties shall assess the current state of the Robot. This first provisional delivery shall relate to the following:

–        Correct location, dimensions, specifications, workmanship, conformity of delivery;

–        Visible defects;

–        Cleaning-up of the site;

–        Any other elements that the parties may be deemed capable of identifying at that time.

20.8   After the Robot has been commissioned by A.C.N., a second provisional delivery shall be made. This second provisional delivery shall relate to the following, inter alia:

–        The commissioning and operation of the Robot;

–        Providing the training for the operation of the Robot.

If A.C.N. installs and commissions the Robot at the same time, only one provisional delivery shall take place.

20.9   The final delivery of a Robot shall take place when A.C.N. starts up a Robot The final delivery should include verification of whether the Robot functions as agreed and whether there are any hidden defects that interfere with the functionality of the Robot. If the Client commences use of the Robot immediately, the final delivery shall take place immediately as soon as the use of the Robot is commenced. The warranty pursuant to Clause 29.1 shall only apply from the time of final delivery.

Upon the final delivery of a Robot, A.C.N. shall provide the Client with the necessary information, documentation and training with regard to the operation of the Robot.

In any case, a Robot shall be considered as finally delivered after the lapsing of eight (8) calendar days after A.C.N.’s communication that it has remedied the faulty functioning, or non-functioning of the Robots.

If no representative of the Client is present at a delivery by A.C.N., A.C.N. shall carry out the provisional/final delivery independently and shall immediately transmit the delivery report to the Client. In any case, the Client shall be deemed to have accepted the report and the Robot shall be deemed to have been provisionally /definitively delivered when:

• eight (8) calendar days have elapsed since the Client received the delivery report from A.C.N. and the Client has not notified any written comments to A.C.N. within this period;
• the Robot has been commissioned;
• the Client does not approve the installation on the grounds of minor defects or missing parts that do not prevent the Robot from being put into operation.

21    Use

21.1   The Client shall be responsible for the correct use of the Robot in accordance with the user manual.

21.2   After installing a Robot and during its operation, the Client shall be responsible for the continued suitability of the location in which the Robot was installed. Thus, the Robot should always be in an environment and conditions that conform to the instructions and guidelines in A.C.N.’s warranty provisions, user manuals and/or installation instructions.

In particular, the following conditions must be fulfilled:

• The temperature inside and around the Robot should always exceed 15°C and maximum 40°C,
• The relative humidity around the Robot must always be less than 80%, non-condensing,
• Under no circumstances should the Robot be excessively exposed to (direct or indirect) sunlight that may cause overheating.

A.C.N. shall never be liable for any damage caused as a result of the non-conformity of the environment in which the Robot is located. Nor can A.C.N. be held liable for any claims or comments concerning the storage temperature or other storage conditions of the items in the Robot.

21.3   The temperature inside the Robot shall normally assume the temperature of the environment, increased by up to 5°C by the internal hardware and electronics (the foregoing is purely informative and not a binding commitment).

21.4   Drilling into the Robot, placing fixtures on the Robot, or of other stress on the Robot is not permissible.

21.5   The Client shall always be obliged to check and confirm that the Robot is able to correctly perform the identification and delivery of the items for which the Client shall use the Robot.

22    Rate

22.1   All prices are expressed in euros. In case of deviations from the same, all exchange rate risks and costs shall be borne by the Client.

22.2   All prices shall be exclusive of VAT and other taxes and duties, costs if any relating to insurance and administration costs, delivery and shipping costs, inspections, etc., unless expressly agreed otherwise. Unless otherwise agreed, all additional costs relating to fire permits, fire prevention and safety shall not be included in the price.

22.3   A.C.N. reserves the right to revise its prices if there are objective reasons to do so and, among other things, if this is the result of an increase in its costs due to an increase in taxes, excise duties, import and export duties, freight rates, prices of raw materials, prices of materials and parts, wages and salaries, devaluation, revaluation, export prohibition, strikes, danger of war, etc.

22.4   A.C.N. is also entitled to index its prices on account of an increase in the prices of raw materials, the amounts payable being calculated on the basis of the following formula, subject to the condition that the new price can never be lower than the original price:

P = [ 20% * p ] + [ 80% * p * { 50% (S/s) + 50% (I/i)} ]

where:

P = the new price;

p = the original price;

S = the new Agoria wage index (the month preceding the month in which the works were concluded);

s = the original wage index (the month preceding the date of the Quote/Order Confirmation);

I = the new material index (the month preceding the month in which the works were concluded);

I = the original material index (the month preceding the date of the Quote/Order Confirmation).

23    Advances

23.1   A.C.N. always reserves the right to request (i) up to eighty per cent (80%) of the total amount as an advance, (ii) payment in full, or (iii) a bank guarantee, before proceeding with performance of the Agreement.

23.2   Unless otherwise agreed, the Client shall be bound to pay thirty per cent (30%) of the total value of the Robot as an advance at the time of acceptance of the Quote, and thereafter, fifty per cent (50%) of the total amount at the time of signing the Order Confirmation, subject to a minimum of twenty (20) weeks before the desired installation date. The balance shall be invoiced after the installation of the Robot, taking into account the price increases or price reductions included in the Order Confirmation at the time of final measurement.

For Products with a price equal to less than ten thousand Euros (€10,000), the price shall be charged in full at the time of the (final) delivery of the Products. For Products with a price amounting to less than ten thousand euros (€10,000), A.C.N. shall be entitled to invoice an advance of thirty per cent (30%) at the time that the Client signs the Quote. A.C.N. reserves the right to invoice fifty per cent (50%) at the time of the signature of the final Order Confirmation. The balance shall be paid after (final) delivery.

23.3   In case of non-timely payment in accordance with Clause 26.1, A.C.N. reserves the right to immediately suspend the execution or delivery/performance until the Client has fulfilled its payment obligation in full. Non-timely payment shall always lead to the suspension of the specified delivery and execution dates and deadlines. A.C.N. also reserves the right to cancel all or part of the Agreement, even if all or part of the Robots / Products were delivered/installed, in which case, lump sum damages as per Clause 9.1 shall be payable.

24    Invoicing

24.1   A.C.N. always reserves the right to invoice the price in instalments according to the execution of the Order/assignment.

24.2   By placing an Order, the Client expressly agrees to the use of electronic invoicing by A.C.N., subject to deviations agreed in writing between the parties. A.C.N. shall be entitled to charge a lump sum administrative fee of fifty euros (€50) on any request by the Client to change its invoicing details and/or company details.

25    Financing

25.1   The Client who concludes the Contract shall always be bound to pay advances if any and/or the price, or to guarantee payment by a third party, irrespective of the method of financing and/or third party debtor chosen by the Client. Deviations from the above can only be made with the express and written approval of A.C.N., after which the Client can be released from its payment obligation under the present Clause 25.1.

25.2   If and insofar as the Client makes use of external financing methods, including but not limited to leasing, the Agreement shall (as stipulated in Clause 2.1) take precedence, in the relationship between A.C.N. and the Clients, over the terms and conditions stipulated within the framework of the financing method.

25.3   Only if obtaining external financing is expressly included as a suspensive condition, will the obtaining, or failure to obtain financing, be a suspensive condition.

25.4   The Client shall be bound to confirm to A.C.N. who shall be making the payments to A.C.N., within a period of one (1) month after signing the Quote Changes after this period may give rise to the levy of an administrative charge.

26    Payment

26.1   Unless otherwise agreed, all invoices of A.C.N. shall always be payable in full to A.C.N. (with the exception of advance invoices) within thirty (30) calendar days of the invoice date, and without discount.

26.2   Invoices may only be validly protested by registered letter within eight (8) calendar days following the invoice date, and in any event, before the Robots / Products are commissioned/processed, together with a mention of the invoice date, invoice number, as well as a detailed justification of the protest.

26.3   The unconditional payment of a part of the invoice amount, shall be considered as express acceptance of the corresponding part of the invoice.

26.4   Partial payments by the Client shall always be accepted under reservation of all rights and without any acknowledgements prejudicial to our interests, and shall first be applied against the collection costs and lump sum damages, then against the interest due, and finally against the principal amount, which shall be allocated in priority to the oldest outstanding principal amount.

27    Right of retention of title

27.1   The Robots, Products and materials delivered by A.C.N. shall remain the property of A.C.N. until full payment of the amount due (principal, interest and costs) by the Client, even after processing, in which the Robots and/or Products are incorporated into other items.

27.2   Consequently, the Client is prohibited from selling or pledging the delivered Robots, Products and materials to a third party or disposing of them in any way until the price has been paid in full. If the Robots, Products and materials are nonetheless sold to a third party, the right to the resulting sale price shall take its place.

27.3   It is agreed between the parties that the various transactions/contracts between them shall be regarded as forming part of a single economic whole and that A.C.N. shall always have a right of retention of title to the Robots, Products and materials currently in the Client’s possession, for as long as the Client has an outstanding debt to A.C.N.

28    Consequences of non-payment or late payment

28.1   Any invoice not paid in whole or in part by the due date shall automatically, without prior notice of default, be subject to a late payment interest of one per cent (1%) per overdue month, with each month that commences being considered fully expired.

Furthermore, after a second reminder to pay/dunning letter, an additional twenty-five euros (€25) shall be added to the amount due. If the invoice amount is still not paid thereafter, a lump sum compensation equal to fifteen per cent (15%) of the invoice amount shall be added to the outstanding amount, subject to a minimum of two hundred and fifty euros (€250) (excluding VAT), without prejudice to A.C.N.’s right to compensation for higher damages on provision of proof of the same.

28.2   If a Client fails to pay one or more outstanding claims to A.C.N., A.C.N. reserves the right to immediately suspend all further performance or delivery until the Client has fulfilled its payment obligation in full.

If the invoice amount has still not been paid in full after two (2) payment reminders/dunning letters, A.C.N. shall be entitled to terminate the Agreement, in which case the lump sum damages provided for in Clause 9.1 shall be payable.

In addition, this shall result in all other invoices becoming immediately due and payable, even those that are not yet due, and the cancellation of all authorised payment conditions.

The same shall apply in case of (imminent) bankruptcy, judicial or amicable dissolution, cessation of payment, as well as any other fact indicating the insolvency of the Client.

29    Complaints

29.1   Complaints shall always be made in writing or by email to A.C.N., identifying the Robot and/or the Service concerned, including a detailed justification of the complaint.

29.2   The Client shall send complaints to A.C.N. as soon as possible and in any event within fourteen (14) calendar days of their discovery.

29.3   The submission of a complaint shall not entitle the Client to fully suspend its payment obligations.

29.4   After the discovery of any defect, the Client shall be obliged to immediately cease the use or further assembly of the Robot in question and, furthermore, to do everything reasonably possible to prevent (further) damage.

29.5   The Client shall be obliged to provide as much corporation as may be desired in connection with the investigation of the complaint by A.C.N., including by giving A.C.N. the opportunity to investigate the circumstances of treatment, processing, installation and/or use on site.

29.6   Return of (part of) the Robots and/or Products if any delivered by A.C.N. must first be approved by A.C.N. in writing. In the absence of such agreement, all returns shall be refused and all costs incurred in connection therewith shall be charged to the Client.

29.7   The Client must reimburse any costs incurred for unjustified complaints. For example, in the event of an unjustified complaint, the Client shall be obliged to pay the costs of investigation and expert assessment.

30    Warranty

30.1   Commercial warranty

30.1.1 A.C.N. shall provide a commercial warranty on the delivered Robots and/or Products following the date of final delivery, in accordance with the warranty provisions, operating manuals and/or installation instructions supplied with the Robots and/or Products, provided that:

(i)     The damage does not fall within the exclusions of A.C.N.’s liability as included in Clause 34, and

(ii)   The defect was communicated to A.C.N. in writing or electronically within the warranty period as mentioned below and within a period of eight (8) calendar days after the defect was detected by the Client.

30.1.2 Subject to deviating provisions in the supplied warranty provisions, user manuals and/or installation instructions, a maximum warranty of five (5) years starting from the moment of final delivery by A.C.N is given on the Robots supplied.

30.1.3 The warranty stipulated in this clause shall only apply if and insofar as the installation and maintenance of the Robot was carried out by A.C.N. or by a party appointed by it from the first day of installation.

30.1.4 The warranty does not cover non-conformity and/or visible defects that were or could have been determined during the (provisional) delivery.

This warranty shall never cover:

–        Problems or errors of the management of the (pharmacy) software;

–        The computer, hard disks, screens or UPS of a Robot;

–        Internet and/or power connections;

–        Errors caused by incorrect use of the installation and other exclusions as contained in Clause 33.

30.2   Hidden defects and product liability

30.2.1 The commercial warranty (in accordance with Clause 30.1), shall not affect the Client’s rights on the grounds of:

(i)     Hidden defects (cf. Section 1641 et seq. of the Old Civil Code) provided that the Client had notified the defect in writing or by electronic means to A.C.N. within a period of six (6) months after delivery and installation of the Robots and/or Products, respectively after final delivery of the Robot and/or Products);

(ii)   The Belgian Law of 25 February 1991 on liability for defective products.

31    Repair by A.C.N.

31.1   In case of repair, adjustment or replacement as a result of a justified complaint / warranty claim by the Client, this shall be done, at A.C.N’s discretion, either on site at the Client’s premises or by sending the part or Product for replacement.

In case of repair, adjustment or replacement as a result of a justified warranty claim by the Client or as a result of a complaint for which A.C.N. is responsible, the working hours arising from and relating to the repair, adjustment or replacement of the defective part / Product by A.C.N. shall not be charged to the Client, provided that the working time is in accordance with the reasonable time set by the manufacturer for this purpose. All other necessary costs incurred in this context shall be borne by the Client. Surcharges on working hours and the necessary costs incurred due to the actions or at the request of the Client, e.g. due to working outside normal Working Hours, shall be charged to the Client.

31.2   The Client shall be obliged to provide A.C.N. with sufficient opportunity to remedy the complaint.

31.3   A.C.N. shall provide warranty receipts for the replacement parts to the Client on request.

32    Liability

32.1   Without prejudice to Clause 31, the warranties offered by A.C.N. to the Client shall, at A.C.N.’s option and discretion, be limited to the following (in whole or in part):

(i)     Repair or modification of (the defective part of) the Robot / Product;

(ii)   Replacement of the defective part of the Robot / Product;

(iii)  Credit, whether or not linked to a return (this shall be at A.C.N.’s discretion).

32.2   To the extent permitted by law, A.C.N.’s liability shall be limited to the lesser of the following:

(i)     The invoice value of the Order in question;

(ii)   The amount paid out by A.C.N.’s insurer(s).

The limitation shall not affect the mandatory provisions of the law regarding A.C.N.’s liability towards the Client.

32.3   The Client undertakes to provide a waiver of recourse with its insurer(s) with respect to A.C.N.’s insurer(s).

33    Exclusion of liability

33.1   The Client cannot claim a guarantee/indemnity from A.C.N., and the warranty shall not apply to:

• Complaints submitted after the expiry of the aforementioned deadlines for submitting complaints or after the expiry of the warranty periods, respectively.
• Non-functional differences between specifications and declarations of quality and the actual execution of the delivered Robots / Products, provided that these changes only relate to details and do not affect the specific functional and external characteristics essential to the Client, nor the performance indicators explicitly mentioned in the technical data sheets relating to the capacity, speed, etc. of a Robot.
• Normal wear and tear on the Robots / Products.
• Damage caused by theft and/or loss of a Robot and/or Products. The Client must adequately insure the Robot against theft and loss, including from fire and other external circumstances such as flooding.
• Damage due to incorrect delivery of items by a Robot. The Client shall always be obliged to check and confirm that the Robot is able to correctly perform the identification and delivery of the items for which the Client shall use the Robot, and the Client/its employees shall be ultimately responsible for the same.
• Complaints about the noise and vibrations caused by the Robot or any other negative experience or nuisance experienced by the Client and/or third parties in case of normal use and correct installation of the Robot.
• Complaints about the Robot’s consumption. Indications relating to consumption shall always be indicative and based on the known average consumption. The consumption shall be influenced by the actual use, conditions of use and set-up of the Robot and can never be predicted with certainty.
• Damage or defects caused directly or indirectly by a fault or negligence on the part of the Client or a third party.
• Damage or defects caused by improper handling, extraordinary stress or use of unsuitable operating equipment.
• Damage or defects caused due to improper use / use other than the intended normal use, or use for purposes other than those for which the Robot / Product is intended.
• Drilling into the Robot, placing of fixtures on the Robot, or of other stress on the Robot.
• Damage or defects due to extreme external environmental factors, including exposure to external vibration, earthquake, flood, lightning, overcurrent or to extreme temperatures, frost, extreme humidity, moisture and sunlight exposure otherwise than in accordance with A.C.N.’s guidelines and regulations and as described in Clause 21.
• Damage or defects caused due to the provision of incorrect or incomplete data and instructions, or late provision of the same, by the Client.
• Damage or defects caused through the use or application of materials, items, products, working methods and structures, insofar as the same takes place at the express instruction of the Client or supplied by the Client.
• Damage or defects caused by the Client or a third party when carrying out dismantling, repair, maintenance or other work on the Client’s instructions and without A.C.N.’s prior written approval.
• Damage or defects caused by a lack of maintenance.
• Damage or defects caused by maintenance carried out by the Client itself or by a third party on behalf of the Client, and therefore not by A.C.N. or a maintenance partner approved by A.C.N.
• Damage or defects resulting from failure to follow any advice given by A.C.N., which it always provides without obligation (e.g. instructions relating to maintenance), user manuals, installation and/or maintenance instructions.
• Additional damage or defects caused as a result of continued use or application by the Client after damage or a defect has been found.
• Indirect or indirect damage, damage to third parties or consequential damage if any.
• Temporary malfunctions in the operation or downtime of the Robot.
• Any damage or loss attributable to the period during which a Robot is inoperative as a result of a defect and/or during the period it takes A.C.N. to repair a Robot. The Client shall have no right to any commercial compensation by A.C.N. for lost sales in case of temporary malfunctions or downtime of the Robot.
• Delays in the delivery / execution / delivery of the Robot or the Products. The Client is not entitled to commercial compensation for lost sales in case of such delays.
• Damages caused by force majeure and hardship in accordance with the provisions of Clause 34.

33.2   The Client shall fully indemnify A.C.N., its appointees and employees, and shall undertake to intervene in: (i) all claims and proceedings resulting from its own acts, omissions, errors or imprudence or by its personnel or by any third party relied upon by the Client in connection with the Agreement with A.C.N., in breach of the Agreement and/or these General Conditions and/or other legislation applicable to the commercial transaction, and (ii) all claims and proceedings of third parties, which suffer damage in connection with the performance of the Agreement.

The Client shall indemnify A.C.N. for all damages, court and other costs, incurred as a result of its defence relating to the aforementioned claims and/or proceedings.

34    Force majeure / Hardship

34.1   The following are conventionally regarded as cases of force majeure or hardship: all circumstances that were reasonably unforeseeable and unavoidable at the time that the Agreement was concluded, which lead to an impossibility on the part of A.C.N. or the Client to perform the Agreement or a part of the Agreement, or which would make the performance financially or otherwise more difficult or burdensome than normally foreseen, as a result of which the performance under the agreed conditions can no longer reasonably be required.

Among other things, war, natural and weather conditions, fire, seizure, delays at or bankruptcy of suppliers of A.C.N., delay of other contractors working on the site, illnesses, staff shortages, strikes, lock-outs, pandemics and epidemics, late shipment, change of customs tariffs, business organisational circumstances, threats and acts of terrorism, failure of the Client to provide A.C.N. with the necessary information required for the performance of the Agreement, receipt of erroneous information, etc. may be considered force majeure/hardship.

34.2   In case it is temporarily impossible for A.C.N. and/or the Client to perform (part of) the Agreement due to a situation of force majeure or hardship, they shall be entitled to temporarily suspend the performance of their affected undertakings by means of notification by registered letter to the other party. In this case, the implementation period shall be extended for a period equal to that of the suspension. Neither the Client nor A.C.N. shall be liable to pay any compensation in that case.

34.3   In case circumstances as described above occur, and these render the performance of the Agreement financially or otherwise more burdensome or difficult than normally foreseen, so that performance under the agreed conditions can no longer reasonably be required, the parties undertake to negotiate in good faith to determine the changes in the conditions under which the Agreement may possibly be continued. In the absence of agreement thereafter, both the Client and A.C.N. shall have the right to terminate the Agreement, through service of notice on the other party by registered letter.

34.4   In case the performance of (part of) the Agreement has become permanently impossible due to force majeure and/or hardship or has been validly suspended for more than six (6) months in accordance with Clause 34.2, or in case the Client and A.C.N. have negotiated in good faith for a minimum of one (1) month in accordance with Clause 34.3 without having reached an agreement, both the Client and A.C.N. shall have the right to terminate the Agreement through notice served on the other party by registered letter.

35    Intellectual property

35.1   A.C.N. shall retain all intellectual rights including, but not limited to, patents, drawings and models, patents, copyrights, database rights, trade secrets, know-how rights, trademark rights, (trade/product) name rights, etc. to the Robots, software, designs, documents, templates, technical descriptions, plans, drawings, models or photographs (non-exhaustive list) created by it, irrespective of whether the Client has been charged for the development or creation thereof, unless expressly agreed otherwise.

35.2   No Quote, Order, Order Confirmation, Agreement or cooperation may be interpreted as conferring on the Client any ownership or other exclusive right to the aforementioned data. Such data, as long as they are not made publicly available by A.C.N., may not be copied, used for purposes other than for which they are intended, or disclosed to third parties, without the prior written consent of A.C.N., and the same must be returned to A.C.N. immediately on simple request.

35.3   A.C.N. has the right to use the images of realisations for purposes of advertising, without the Clients’ consent, and without being liable to pay the Client any compensation. A.C.N. shall always notify the Client of the same, and shall refrain from any publication if the Client objects.

35.4   The Client undertakes not to perform any acts that would violate or invalidate A.C.N.’s intellectual property rights, nor shall it allow a third party to do so.

35.5   The Client shall refrain from granting third parties other than its personnel and/or appointees access to the Robots and the associated firmware/software and from participating, in whole or in part, or authorising others to participate, in reverse engineering, disassembly or decompilation of the Robots and the associated firmware/software, unless and insofar as expressly permitted by applicable mandatory law.

35.6   The Client shall take the necessary steps to prevent any infringement of A.C.N.’s intellectual property rights and shall notify A.C.N. if it becomes aware of any actual or suspected infringement.

35.7   Any infringement by the Client of this paragraph may give rise to the liability to pay lump sum damages equal to twenty-five thousand euros (€25,000), without prejudice to compensation for higher damages, if proven.

36    Confidentiality

36.1.1 Both parties and their staff and appointees – for whom the parties vouch – undertake that they shall not, except with the express written consent of the other party, disclose or disseminate to third parties, or use any confidential information concerning the other party, and concerning the performance of the Agreement between the parties.

36.1.2 The Client acknowledges that the discounts granted, the prices, and the terms of the Agreement between A.C.N. and the Client constitute confidential information.

37    Non-soliciting

37.1   The Client shall, from the time of the formation of the Agreement, until one (1) year after the Agreement comes to an end, refrain (whether directly or indirectly) from soliciting A.C.N.’s staff or independent service providers to terminate their relationship with A.C.N. and/or to enter into an agreement with them. For the purposes of the present clause, the term “personnel” means all staff or other employees, such as freelancers and subcontractors.

37.2   If the Client violates the present clause, the Client shall be obliged to compensate A.C.N. for the damage that A.C.N. shall suffer in this respect. Such compensation shall be equal to the gross (direct or indirect) salary of the staff member concerned, for the previous twenty-four (24) months, without prejudice to A.C.N.’s right to compensation for higher damages, if proven.

38    Privacy

38.1.1 The Client and A.C.N. undertake to always process personal data within the meaning of the Privacy Law (in particular, any data relating to an identified or identifiable natural person) in a proper and careful manner, as well as in accordance with the Privacy Law. The personal data of the parties and their representatives shall also be considered to fall within the scope of protected data.

38.1.2 If and insofar as A.C.N. processes personal data for and on behalf of the Client, it shall act as a processor. In all other cases, each of the parties shall act as a separate data controller as specified in respect of A.C.N. in its privacy policy, which can be consulted on the Website.

39    Netting

39.1   In accordance with the provisions of the Financial Collateral Act of 15 December 2004, A.C.N. and the Client shall automatically and ipso jure adjust and set off all currently existing and future debts that they may have towards each other. This means that in the permanent relationship between A.C.N. and the Client, only the balance of the largest debt shall remain after the aforementioned automatic set-off.

39.2   In any case, this debt offsetting shall be enforceable against the administrator and the remaining body of creditors, and no objection shall be possible against this debt offsetting implemented by the parties.

40    Assignment of the Agreement

40.1   The Client shall not have the right to assign the Agreement or any part thereof to a third party except with the express and prior written consent of A.C.N.

41    Competent courts and applicable law

41.1   All disputes arising from these General Conditions as well as from any other agreement whatsoever, that may be concluded between A.C.N. and the Client shall fall within the exclusive jurisdiction of the courts of the judicial district in which A.C.N. has its registered office, unless A.C.N. decides that the courts of the district in which the Client has its registered office shall have jurisdiction.

41.2   Belgian law shall apply.

42    Language

42.1   Unless expressly agreed otherwise, the Client acknowledges that the language of these General Conditions shall also be the language of communication in all commercial transactions with A.C.N., or that the Client understands the language of these General Conditions.

42.2   The Dutch language version of these General Conditions shall be the only authentic one. Translations or documents drawn up in another language are always a mere convenience towards the Client.