General Conditions

The present General Conditions apply to all offers made by Creotronics to the party receiving these (“Customer”) as well as to all Agreements between Creotronics and the Customer in relation to any products or services to be supplied by or on behalf of Creotronics, except to the extent that Creotronics and the Customer have departed from them expressly and in writing. If specific conditions have been agreed on, the General Conditions shall only apply to the extent these specific conditions do not deviate from them.

By placing an order the Customer accepts the General Conditions.

All quotes or offers made by Creotronics are non-binding. They are only binding upon Creotronics if and to the extent they have been confirmed in a written order confirmation from Creotronics.

Verbal arrangements and undertakings by Creotronics shall not be binding on Creotronics unless and to the extent they have been confirmed expressly in writing by Creotronics.

Creotronics guarantees that the developed product is in line with the Specification as given in the offer, quote or any other written document send by Creotronics to the Customer. If there is a risk that the Specification can not be met this will be clearly mentioned in the offer, quote or Specification.

Any and all intellectual property rights and know-how of Creotronics, whether in Creotronics possession at the moment of execution of the Agreement or developed or acquired by Creotronics afterwards, remains the exclusive property of Creotronics. The Customer shall not reverse-engineer, de-compile, disassemble or make any other attempt to ascertain the composition or the characteristics of the developed or manufactured product. By no means can the Customer deem any right, interest or license in or to the intellectual property rights or know-how of Creotronics. The Customer must treat the intellectual property rights and know-how received by Creotronics, in whatever form, as strictly confidential.

A change in the Specification can have an effect on the development time, production time or result in other costs. When changes are made after the Specification has been approved, changes in time and/or cost will be reported by letter or mail by Creotronics. The changes will only take effect when these changes in time and/or cost have been approved by the Customer by letter or mail.

Specifications are only binding as long as Creotronics has the possibility to test them.

Creotronics is not responsible for the look-and-feel of a product. The Customer can’t refuse or disapprove a product based on personal preferences.

Creotronics is not obliged to proof that the product is in line with the Specification unless this is mentioned in the Specification. If the Customer does not indicate how a certain Specification needs to be proven, the decision will be taken by Creotronics.

Creotronics guarantees that the product is in line with all required legal guidelines or guidelines in connection with safety, environment or other as long as these are specified in the Specification.

CE certification is only performed if this is explicitly mentioned in the Specification.

Creotronics will do his best to avoid infringement of any third party IP (Intellectual Property). Creotronics can however not be held responsible for any infringement unless it’s explicitly mentioned in the Specification that IP research needs to be done upfront.

All documentation provided by Creotronics is in English and will be delivered in electronic format. If another language or printed format is required, this needs to be explicitly mentioned in the quotation or Specification. If not mentioned the additional cost is at the account of the Customer.

The Customer allows Creotronics to use third party companies to execute the assignment.

The Customer will accept a product within 30 days after delivery (prototypes inclusive) unless otherwise mentioned in the Specification. All remarks or complaints also need to be communicated within this time periode by letter or mail.

When the assignment is only related to the delivery of an existing product (production of a previously developed product) the delivery needs to be accepted within 8 days after delivery. All remarks and complaints also need to be communicated within this time periode by letter or mail.

Hidden defects need to be communicated by letter or mail within 8 days after they have been discovered and within 12 months after delivery of the product.

The warranty of 12 months does not apply to items, normally consumed in operation, or which have a normal lifetime inherently shorter than the warranty stated above, such as, without limitation, fuses or lamps. Any defect due to normal wear and tear, or cause by transportation or Force Majeure events, or attributable to the Customer’s improper use, neglect, storage, operation handling or maintenance of the goods or any part thereof, are excluded from the warranty.

Creotronics is not responsible for adjustments done by the customer after the product has been delivered.

Under no condition can Creotronics be held responsible for any loss, damage, costs, expenses, delays or other liability (included without limitation any financial losses such as loss of profit) caused by the usage of the product or by the malfunctioning or not functioning of the product as long as the product is developed and produced as given in the Specification.

The Customer will free Creotronics of any claims coming from third parties as long as the product was developed and produced as given in the Specification.

When a complaint is well-grounded, Creotronics has the possibility to adjust the product or to develop a new product when it’s related to a development assignment. When it’s related to a production assignment, Creotronics has the possibility to fix or replace the product.

Warranty work will be performed by Creotronics during normal working hours. Only if a service contract is in place warranty work can be performed outside normal working hours.

Cost for shipping the goods for warranty work to Creotronics are at the responsibility of the Customer. If it’s not possible to ship the goods to Creotronics, warranty work can be performed on location. Related traveling and/or lodging costs are at the account of the Customer, as well as any extra cost for transportation, packaging, insurance or rent of equipment and/or material.

Claim liability can never be higher than 20% of the cost of the assignment.

If Creotronics can proof that it’s not liable for the damage, malfunctioning or not functioning of the product, the cost for this proof is at the account of the Customer.

Creotronics is not responsible for any third party products delivered by Creotronics to the Customer.

Creotronics can only be held responsible for damage to goods shipped by the Customer to Creotronics if the damage is caused by carelessness during storage by Creotronics. The customer needs to provide all the necessary information to Creotronics to be able to store the goods in a correct way.

Creotronics will not take an insurance on the goods shipped by the Customer to Creotronics. If an insurance is required this should be taken by the Customer or it needs to be explicitly mentioned in the quotation or specification that this has to be done by Creotronics.

Any damage arising from defect goods delivered by the Customer to Creotronics are at the responsibility of the Customer. The damage can be related to Creotronics or third parties.

Delivery times are only indicative. The quotation always assumes full availability of staff and/or goods at that moment. Delivery times are not binding.

All goods travel at the Customer’s risk and at the Customer’s cost.

If goods can’t be delivered to the Customer for any reason outside the control of Creotronics, Creotronics has the right to forward all cost to the Customer. The warranty period however starts at the moment the goods can be delivered.

Creotronics shall not be liable for non-execution, directly or indirectly, due to Force Majeure. Force Majeure means any circumstance unforeseen by and/or beyond Creotronics control or power, and which might result in a delayed or otherwise deficient performance of the Agreement, and includes without limitation, non-performance or late or unsatisfactory performance on the part of its supplier, or illness of Creotronics staff. In such case, Creotronics shall have the right to suspend the Agreement for as long as the Force Majeure circumstance occurs, as well as the right to demand payment for the work already done.

Creotronics has the ownership of the product until the quotation or invoice is fully payed.

Invoices must be paid within 30 days after invoice date unless mentioned otherwise. All invoices shall be considered as accepted unless contested in writing within ten (10) days of the date of invoice. Amounts owed by the Customer to Creotronics cannot be set off or netted against a counterclaim by the Customer.

All prices are quoted exclusive of VAT. Unless otherwise agreed, all prices are exclusive of any transportation and/or insurance cost. All prices are based on the current rate of the Euro (€) and are subject to change until invoiced.

All local bank costs incurred by the Customer in relation to any payments to Creotronics, or any other bank operation cost, shall be borne by the Customer.

Any delay in payment of invoices will trigger, ipso jure and without notice, monthly late payment interests of 1 per cent (1 %), which will accrue form the due date onwards, and whereby each month commenced will be considered a whole month, as well as a lump sum of fifteen per cent (15 %) of the outstanding amount, subject to a minimum amount of 125 Euro (€). A delay in payment of 44 days or more, will result in an intrest increase to 2,0% each month. All other outstanding amounts that have not yet become payable shall in addition immediately become payable.

Creotronics has the right to stop all current and new assignments without any liability or obligation to pay compensation in case of non-payment of the invoice, the Customer files for bankruptcy or requests a postponement of payment, of declaration of bankruptcy, settlement or annulment, or a similar procedure to initiated due to which payment to Creotronics is ceased. The assignment cannot be cancelled by the Customer, except with Creotronics prior written consent. In such case, where Creotronics approves a cancellation, Creotronics reserves the right to charge the Customer with reasonable costs based upon expenses already incurred, included, without limitation, any work done, material purchased and also including Creotronics usual overhead for a minimum amount of 30% of the total

amount of the invoice.

If changes in labour cost, material cost and/or exchange rate result in an increased cost of more than 2%, Creotronics has the right to charge this cost to the Customer.

Creotronics has the right to ask a prepayment. This will be clearly mentioned in the quotation. Late payment of this prepayment gives Creotronics the right to postpone the assignment without any consequence for Creotronics.

Prices are always given in Euro (€).

Creotronics is allowed to add the Customer name and logo to the reference list and to illustrative document the project (text, pictures, drawings) and make it available to others. The document will however not mention any sensitive Customer information.

Any disputes shall be submitted to the courts having jurisdiction over the location of Creotronics' headquarters.

Last modification: 08/06/2023