General Terms and Conditions of Sale / General Sales conditions

Olpas BV

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1. Definitions

In these General Terms and Conditions of Sale (“Terms”):

• Seller means Olpas BV, with registered office in Belgium.

• Customer means any legal entity purchasing Products from the Seller.

• Products means all goods supplied by the Seller, including but not limited to sensors, hardware, components, firmware, software, embedded systems, calibration data, documentation and accessories.

• Agreement means any quotation, order confirmation or sales agreement governed by these Terms.

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2. Applicability

2.1 These Terms apply to all quotations, orders, deliveries and sales of Products by the Seller.
2.2 Any terms and conditions of the Customer are expressly rejected, unless explicitly accepted in writing by the Seller.
2.3 These Terms prevail over any conflicting provisions in documents issued by the Customer.

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3. Quotations and Orders

3.1 All quotations are non-binding unless expressly stated otherwise.
3.2 An Agreement is concluded only upon written confirmation by the Seller or shipment of the Products.
3.3 The Seller reserves the right to refuse any order without providing reasons.

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4. Prices and Payment

4.1 Prices are exclusive of VAT, duties, transport, insurance and other charges, unless explicitly agreed otherwise.
4.2 Invoices are payable within the period stated on the invoice.
4.3 Late payment shall automatically give rise to interest and collection costs as permitted by applicable law.

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5. Delivery and Risk

5.1 Delivery dates are indicative only. Delay shall not entitle the Customer to compensation or termination.
5.2 Risk of loss or damage passes to the Customer upon delivery of the Products.

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6. Retention of Title

6.1 All Products remain the property of the Seller until full payment of all amounts due.
6.2 Until ownership has passed, the Customer shall not pledge, resell, or encumber the Products.

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7. Intellectual Property Rights

7.1 All intellectual property rights, including but not limited to patents, copyrights, design rights, database rights, trade secrets, know-how, software, firmware, algorithms, schematics, calibration methods, documentation and any improvements thereto, relating to the Products are and shall remain the exclusive property of the Seller or its licensors.
7.2 No intellectual property rights are transferred to the Customer under the Agreement.
7.3 The Customer is granted only a limited, non-exclusive, non-transferable right to use the Products solely for their intended purpose.

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8. Prohibition of Reverse Engineering and Competitive Use

8.1 The Customer shall not, and shall not permit any third party to, directly or indirectly:

• disassemble, decompile, reverse engineer, decode, analyze, reconstruct or otherwise attempt to derive the design, structure, composition, source code, firmware, algorithms or underlying ideas or know-how of the Products;

• modify, adapt, translate, copy or create derivative works of the Products;

• use the Products for benchmarking, comparative analysis or competitive evaluation;

• use the Products to develop, design, manufacture or improve products or services that compete with the Seller’s products.

8.2 The foregoing applies except to the extent such activities are expressly permitted by mandatory applicable law and cannot be contractually excluded.

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9. Confidentiality and Trade Secrets

9.1 The Products and all non-public technical, commercial or operational information relating thereto constitute confidential information and trade secrets of the Seller.
9.2 The Customer shall keep such information strictly confidential and shall not disclose it to any third party without prior written consent of the Seller.
9.3 This obligation survives termination of the Agreement.

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10. Use Restrictions

10.1 The Customer shall use the Products only in accordance with applicable laws, regulations and the Seller’s instructions.
10.2 Any unauthorized access, tampering or opening of the Products shall immediately void any warranty and release the Seller from any support or maintenance obligations.

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11. Warranty

11.1 The Seller warrants that the Products conform to the agreed specifications at the time of delivery.
11.2 The warranty period is limited to twelve (12) months from delivery, unless agreed otherwise in writing.
11.3 The warranty does not cover defects resulting from misuse, modification, improper installation or unauthorized intervention.

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12. Liability

12.1 The Seller’s liability is limited to direct damages and shall in any event not exceed the invoice value of the Products concerned.
12.2 The Seller shall not be liable for indirect or consequential damages, including loss of profit, loss of data or business interruption.
12.3 Nothing in these Terms excludes liability that cannot be excluded under mandatory law.

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13. Termination

13.1 The Seller may terminate the Agreement with immediate effect if the Customer materially breaches these Terms.
13.2 Upon termination, all outstanding amounts become immediately due.

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14. Remedies

Any breach of Sections 7, 8 or 9 shall constitute a material breach. The Seller shall be entitled to seek injunctive relief, damages and any other remedies available under applicable law.

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15. Governing Law and Jurisdiction

15.1 These Terms and any Agreement are governed by Belgian law.
15.2 Any disputes shall be subject to the exclusive jurisdiction of the competent courts of Belgium.

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16. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.