1. Applicability and order of precedence
These general terms and conditions apply to every offer, quotationand agreement between AMOTEK and the Customer. Placing anorder entails the full and unconditional acceptance of these termsand conditions, to the exclusion of the Customer’s own terms andconditions.Where the parties have concluded a separate written agreement(the “Agreement”, including its annexes and special conditions),these terms and conditions form an integral part thereof. In the eventof any conflict between these terms and conditions and theAgreement, the Agreement shall always prevail; these terms andconditions apply to the extent that the Agreement does not derogatefrom them.
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2. Quotation and formation
Quotations from AMOTEK are without obligation. An agreement isformed only upon written confirmation of an order or by e-mail by amanager of AMOTEK, or upon the start of performance. Quotationsare drawn up on the basis of the information provided by theCustomer; any change may give rise to a revision of the price andthe time periods. AMOTEK may engage subcontractors, providedthat these terms and conditions also apply to them.If no agreement is formed, the Customer shall return the designs anddocuments received during the pre-contractual phase within 30 daysof a simple request to do so. Failing this, AMOTEK may, after anotice of default, claim a fixed indemnity of EUR 5,000 per designfile, without prejudice to its right to prove the damage actuallysuffered and subject to mitigation by the court.
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3. Term, delivery and termination
The agreement commences on the date stated in the confirmedquotation and ends upon full delivery of the Services and fullpayment, unless a different term applies. Stated time periods areindicative and do not constitute an obligation of result; AMOTEKmakes reasonable efforts to meet them. Time periods are extendedin the event of delay attributable to the Customer or a third party, or inthe event of non-payment of an advance.Where binding time periods have been expressly agreed and havenot been met, the Customer may terminate the agreement in wholeor in part, subject to a prior notice of default by registered letterallowing a reasonable cure period of four weeks; this does not applyin the event of force majeure. Services already delivered remainpayable, and such termination gives no right to compensation fromAMOTEK.AMOTEK may terminate the agreement with immediate effect andwithout compensation: (i) if the Customer remains in default after anotice of default by registered letter allowing a period of 7 businessdays; (ii) in the event of the Customer’s suspension of payments orbankruptcy; (iii) in the event of liquidation or cessation of activities;(iv) in the event of a change of control over the Customer; (v) if theCustomer refuses a requested advance; or (vi) in the event of well-founded doubt as to performance by the Customer. In such cases allclaims become immediately due and payable.Save as otherwise provided in the Agreement, the Customer maynot unilaterally terminate an ongoing agreement without AMOTEK’swritten consent. In the event of such termination, the Customer shallcompensate the resulting damage, with a fixed minimum of 15% ofthe agreed price; the parties acknowledge this as a reasonableestimate of the damage, subject to mitigation by the court.

4. Prices
Prices communicated are without obligation, unless indicated asfinal; final prices are valid for 15 calendar days from the date the quotation is sent. Save as otherwise agreed in writing, AMOTEKperforms the Services at the fixed price set out in the confirmedquotation. Changes and additional work are charged additionally atthe hourly rates in force at that time; an adjusted rate applies tourgent work. The Services are provided on business days duringnormal office hours (from 9 a.m. to 6 p.m.). All prices exclude VAT;VAT and all other levies are borne by the Customer.

5. Invoices and payment
Save as otherwise provided in the Agreement or the confirmedquotation, invoices are payable within 7 calendar days of the invoicedate, in euros, to the account stated on the invoice. AMOTEK mayrequest an advance and suspend its Services until it has been paid.A dispute regarding an invoice is valid only if it is made within 15calendar days of the invoice date, with reasons, and both by e-mailand by registered letter; failing this, the invoice is irrebuttablydeemed to have been accepted. In the event of non-payment on thedue date, all outstanding claims become due and payable byoperation of law and AMOTEK may suspend ongoing Services,without notice of default and without compensation.In the event of non-payment on the due date, AMOTEK sends a firstreminder and late-payment interest of 12.5% per year is due byoperation of law on the outstanding amount as from the due date. Ifpayment has still not been made by the 15th calendar day after thedue date, a second reminder follows and the outstanding amount isincreased by a fixed indemnity of 5%. If payment has still not beenmade by the 30th calendar day after the due date, a third reminderfollows and that fixed indemnity amounts to 10% of the outstandingamount, subject to mitigation by the court. Payments are applied firstto costs, then to interest and finally to the principal.
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6. Complaints regarding Services
The Customer shall inspect the Services immediately upon receipt.Complaints regarding products or Services delivered must benotified in writing and described precisely within 7 business days ofdelivery. Complaints do not suspend the payment obligations.

7. Intellectual property and licence
The Customer acknowledges that it has been sufficiently informed ofthe functionalities of the works developed for it in accordance withthe confirmed quotation. Designs, texts, models, software andconcepts provided by AMOTEK may be used by the Customer solelyfor the agreed purpose.No agreement entails any transfer of intellectual property rights,unless expressly agreed otherwise in writing and, where applicable,on the condition that the Customer has paid all amounts due. TheCustomer may not, in whole or in part, modify, copy, distribute,translate, publish, license, transfer or create derivative works of theworks without prior written consent, both during and after theServices, and shall not remove any notices of intellectual propertyrights.Where a right of use or a licence is granted (including in anAgreement or annex), use is governed by the terms of that licence.For third-party software, the Customer shall comply with theapplicable licence terms. AMOTEK warrants that it is entitled to grantthe rights of use and indemnifies the Customer against third-partyclaims, except to the extent that the works have been modified by theCustomer. The Customer provides the necessary trademarks andlogos and agrees that AMOTEK may display these on its website forreference purposes.

8. Permitted use
The Customer shall not use the Services and facilities (includingstorage space) to commit infringements or to cause damage or

nuisance to AMOTEK or third parties. The Customer warrants thatno unlawful or punishable data, software or references are presenton the equipment made available, and shall, on first request,indemnify AMOTEK against all resulting claims and costs, includingreasonable lawyers’ fees. Unlawful use, spamming and the provisionof content contrary to public order, public morality or the legislationon computer crime are prohibited and may lead to immediatesuspension. The Customer shall promptly comply with anyreasonable request to remove or amend its own content.

9. Liability
Except in the event of fraud, intent or gross negligence, AMOTEK isnot liable for immaterial, indirect or consequential damage, includingloss of profit, turnover or income, loss of data, reputation orcustomers, and damage resulting from third-party claims. AMOTEKis not liable for failure of the internet connection or for disruptionswithin or outside its network.AMOTEK is liable only for damage actually suffered and proven thatarises from its contractual obligations. Except in the event of fraud,intent or gross negligence, its liability, per claim or series of claimsarising from the same cause, is in any event limited to the amountspaid by the Customer for the Services concerned over the sixmonths preceding the damage-causing event. The Customer issolely liable for the proper use of the works in accordance with thespecifications, the documentation and the instructions.

10. Processing of personal data
AMOTEK processes personal data of the Customer and of its staff,subcontractors and appointees as data controller, in accordancewith Regulation (EU) 2016/679 (GDPR) and Belgian implementinglegislation. Processing takes place on the basis of the performanceof the agreement, compliance with legal obligations and/orAMOTEK’s legitimate interest in managing the businessrelationship. Data subjects have the rights of access, rectification,erasure, restriction, objection and portability, and the right to lodge acomplaint with the Data Protection Authority. AMOTEK takesreasonable technical and organisational measures; the Customeracknowledges that transmission via the internet is never without riskand warrants that it has lawfully provided the data to AMOTEK.

11. Confidentiality
The parties shall treat all information exchanged in the context of theagreement as confidential, except for information that is alreadypublic. Each party shall refrain, during the agreement and for fiveyears after its end, from disclosing or using the other party’sconfidential information for purposes other than those for which itwas provided. The party that breaches this obligation owes the otherparty a fixed indemnity of EUR 5,000 per breach, without prejudice tothe right to compensation for the damage actually suffered andsubject to mitigation by the court.

12. Non-solicitation and exclusivity
Save as otherwise provided in the Agreement, each party shallrefrain, during the agreement and for six months after its end, fromemploying, directly engaging or inducing to leave the other party anystaff, self-employed service providers or consultants of the otherparty who were involved in the project. Save as otherwise providedin the Agreement, the parties are not bound by any exclusivityobligation towards each other.

13. Force majeure
In the event of force majeure, each party is released by operation oflaw from its obligations for the duration of the force majeure. Forcemajeure includes, among others: depletion of stock, delay or failureof deliveries, accidents, machine breakdown, strikes, fire, war,epidemic, flooding, disruptions of electricity, ICT, internet ortelecommunications, government measures, and faults or delaysattributable to third parties. The parties make reasonable efforts tolimit the consequences. If the force majeure lasts longer than twomonths, either party may terminate the agreement out of courtwithout compensation.
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14. Miscellaneous
If a provision is null and void or unenforceable, the remainingprovisions remain valid; the parties shall replace the provisionconcerned in good faith with a valid provision that approximates theoriginal purpose as closely as possible. The failure to exercise aright, or any delay in exercising it, does not constitute a waiver.Amendments to the agreement concluded between the parties aremade in writing. The parties accept that an acceptance confirmedelectronically or by e-mail has the same evidential value as ahandwritten signature.

15. Governing law and competent court
These terms and conditions and all agreements are governed byBelgian law. Disputes fall within the exclusive jurisdiction of thecourts of Antwerp, Antwerp division, unless the law mandatorilyprescribes another court.

The most recent version of these general terms and conditions is alwaysavailable on AMOTEK’s website.