GENERAL TERMS
& CONDITIONS OF SALE

These General Terms and Conditions of Sale apply to every collaboration with RoboCorpus: a quotation, an order, a delivery, an installation, a site audit, a pilot or a service agreement. What is agreed otherwise in a specific agreement prevails. Whatever is not settled there, you will find here. They are separate from the terms of use of this website. The Dutch text is the governing version.

In these terms, the following terms have the meanings below, in the singular and the plural:

• RoboCorpus: RoboCorpus BV, with registered office at Blankenbergse Steenweg 10, 8377 Zuienkerke, company number 1042.126.626, RLE Ghent, Bruges division.
• Customer: any natural or legal person who requests or receives a quotation, places an order or concludes an agreement with RoboCorpus. Anyone acting in the name or on behalf of another person warrants that they are authorised to do so.
• Business: a Customer acting in the course of its professional or business activity, within the meaning of Article I.1, 1° of the Belgian Code of Economic Law (CEL).
• Consumer: a Customer who is a natural person acting for purposes outside their trade, business, craft or profession, within the meaning of Article I.1, 2° CEL.
• Products: autonomous robot systems and related hardware from Gausium or from other brands distributed by RoboCorpus, including charging stations, accessories, spare parts and consumables.
• Services: consultancy, site audits, feasibility studies, configuration, installation, commissioning, training, pilots, maintenance, technical support and all other services provided by RoboCorpus.
• Specific agreement: an agreement signed by both parties for a particular collaboration, such as a service agreement, a pilot agreement or a rental or lease agreement, together with its annexes.
• Quotation: a written proposal from RoboCorpus to a specific Customer, describing the Products and Services, the prices and the conditions.
• Order confirmation: the written confirmation by RoboCorpus of an order or of an accepted Quotation.
• In writing: on paper, by email or through the RoboCorpus customer and support portal, unless these terms expressly require a registered letter.

2.1 These terms apply to all quotations, orders, deliveries, Services and specific agreements of RoboCorpus, and to every later collaboration with the same Customer, even if they are not attached again.

2.2 If documents contradict each other, the following order applies. A lower document supplements a higher one where the higher one is silent:

• the specific agreement and its annexes;
• the Order confirmation or the Quotation accepted by the Customer;
• these general terms and conditions of sale;
• Belgian law, to the extent that it is supplementary.

2.3 Purchasing or other terms of the Customer do not apply, even if they appear on a purchase order or invoice, unless RoboCorpus has expressly accepted them in writing. An accepted deviation applies only to the transaction for which it was agreed.

2.4 If a provision is void or unenforceable, the other provisions remain in force. The parties replace the provision concerned with a valid provision that comes as close as possible to the original intention.

2.5 RoboCorpus attaches these terms to every Quotation and keeps them available at robocorpus.be/en/avv.html. By accepting a Quotation or placing an order, the Customer confirms that it has received, read and accepted them.

2.6 If a party does not act immediately against a breach by the other, it does not waive its rights. It may still rely on them later.

3.1 Quotations are without obligation, unless they expressly state a binding period of validity. If a Quotation states no period, it is valid for 30 calendar days from its date. Until the agreement is concluded, RoboCorpus may withdraw a Quotation or correct an obvious error in it.

3.2 A Quotation is based on the information provided by the Customer, such as the surface area, floor types, obstacles, conditions of use and infrastructure, or on what RoboCorpus found during a site audit. If that information proves incorrect or incomplete, RoboCorpus may adjust the Quotation or charge additional costs.

3.3 A combined Quotation does not oblige RoboCorpus to supply part of it at a corresponding part of the total price. A combination price applies only if all items listed are ordered at the same time.

3.4 Each Quotation is tailored to a specific order. The price applies only to that order and not automatically to a later, even similar, order.

4.1 The agreement is concluded at the earliest of these moments:

• the written acceptance of a Quotation by the Customer within the period of validity;
• the sending of an Order confirmation by RoboCorpus;
• the signing of a specific agreement by both parties.

4.2 Oral arrangements and commitments bind RoboCorpus only after confirmation in writing. RoboCorpus may refuse an order for a legitimate reason, for example in case of doubt about the Customer's creditworthiness or when the manufacturer or importer cannot deliver.

4.3 An order can only be changed with the written consent of RoboCorpus. A change may affect the price and the delivery period. The delivery period previously communicated lapses and RoboCorpus communicates a new one.

4.4 An order is firm as soon as the agreement has been concluded. The Customer cannot cancel it, not even in part, without prejudice to the statutory right of withdrawal of a Consumer under Article 21.

4.5 If the Customer nevertheless refuses to take delivery of, have installed or pay for an order, RoboCorpus may, at its option:

• claim full performance of the agreement and payment of the full price; or
• terminate the agreement at the Customer's expense. The down payment made is then retained as compensation, because RoboCorpus has by then irrevocably ordered the Products from the manufacturer, without prejudice to RoboCorpus's right to prove higher actual damage.

4.6 After delivery, the Customer can only rely on the complaints procedure of Article 18 and, as a Consumer, on the right of withdrawal of Article 21.

5.1 Prices are in euro and exclude VAT. Transport, insurance, installation, training and import costs are not included, unless the Quotation expressly mentions them. Taxes and levies on the Products or the price are borne by the Customer.

5.2 RoboCorpus purchases the Products at prices in USD and CNY. Between the Order confirmation and delivery, RoboCorpus may adjust the price proportionally in the event of:

• a change in import tariffs, customs duties or other government levies;
• an exchange rate fluctuation of more than 5% compared with the rate on the date of the Quotation;
• a price increase of more than 5% by the manufacturer or the official importer.

5.3 RoboCorpus notifies a price adjustment in writing, stating the reason and the calculation. A Business accepts such an adjustment as part of the agreement. A Consumer may terminate the agreement free of charge within 14 calendar days of the notification in the event of an increase of more than 5%.

5.4 Prices of service agreements are indexed annually on 1 January according to the formula in the service agreement. If it contains no formula, P = P0 × (S1 / S0) applies, where P0 is the price at signing, S0 the Belgian health index of the month before signing and S1 that of the month of November before the adjustment. A fall in the index never results in a price lower than the price last applicable.

6.1 Invoices are payable within 30 calendar days of the invoice date, unless the Quotation, the Order confirmation or the specific agreement states a different term. The Customer pays in euro, without discount, to the account number stated on the invoice.

6.2 For Products, the following payment schedule applies, unless the Quotation provides otherwise:

• 50% down payment upon the Order confirmation;
• 40% upon notification that the manufacturer has shipped the Products;
• 10% upon delivery and handover on site.

For returning Customers with a good payment history, a different schedule may be agreed. RoboCorpus orders the Products from the manufacturer only after the down payment has been received.

6.3 Service agreements are invoiced as the service agreement provides: per contract year in advance, or monthly by direct debit. Consultancy and site audits are invoiced after completion, unless the Quotation requires an advance.

6.4 A complaint about an invoice must be made in writing and with reasons within 8 calendar days of the invoice date. After that, the invoice is deemed accepted, without prejudice to the mandatory rights of a Consumer.

6.5 The Customer may not set off an amount it owes to RoboCorpus against a claim on RoboCorpus, unless RoboCorpus has acknowledged that claim in writing or a court has finally established it.

6.6 A partial payment is allocated first to collection costs, then to damages, interest and finally to the principal of the oldest outstanding invoice.

6.7 If the Customer has a Product financed by a leasing company, the following applies:

• the leasing company buys the Product and pays the price; the Customer remains bound by the Quotation it has accepted;
• if the leasing company refuses the financing, the order remains firm and the Customer pays itself, unless the Quotation expressly states a financing condition;
• as the user, the Customer enjoys the warranty, the Services and the rights of Article 14.5 as if it were the buyer, and the leasing company assigns those rights to it for that purpose;
• the Customer's obligations under Articles 10, 13 and 15 remain with the Customer.

7.1 If a Business does not pay on the due date, it owes interest by operation of law and without notice of default from that due date, at the rate of the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, on the outstanding amount including VAT.

7.2 In addition, a Business owes fixed compensation of 10% of the outstanding amount, with a minimum of 150 euro. RoboCorpus may prove higher actual collection costs.

7.3 For a Consumer, interest and compensation are only due after a free first reminder and a period of 14 calendar days, and within the limits of Article XIX.4 CEL.

7.4 In the event of persistent non-payment, RoboCorpus may terminate the agreement in accordance with Article 19, without prejudice to its right to damages.

8.1 Unless the Quotation provides otherwise, Products are delivered EXW (Incoterms 2020) from the RoboCorpus warehouse, Bontebeek 32, 9473 Denderleeuw, Belgium. Transport, insurance and customs formalities are then for the Customer's account and risk. Delivery on site, with or without installation, only takes place if the Quotation states so.

8.2 Delivery periods are indicative and depend on the manufacturer's production and delivery schedule. A delay does not entitle the Customer to damages or termination, unless it exceeds 180 calendar days and is attributable solely to RoboCorpus. If RoboCorpus ultimately does not deliver, it refunds the down payments received. For a Consumer, the statutory delivery rules of Article VI.43 CEL apply.

8.3 RoboCorpus may deliver in instalments and invoice each partial delivery separately. A delay in one part does not release the Customer from its obligation to take and pay for the other parts.

8.4 The risk of loss or damage passes to the Customer at the moment of:

• handover to the carrier or to the Customer, for EXW delivery; or
• physical delivery at the Customer's site, for agreed DAP or DDP delivery.

8.5 If the Customer refuses or delays taking delivery, the risk passes at the agreed time of delivery and storage and additional transport costs are for its account.

8.6 The Customer inspects the Products on receipt for visible damage and missing items. It notes any remarks on the delivery note and confirms them in writing within five working days. After that, the delivery is deemed compliant as regards visible defects.

8.7 RoboCorpus delivers the Products with the CE marking, the EU declaration of conformity and the manufacturer's user manual, in the language required by law. The Customer keeps these documents with the Product. If the Customer substantially modifies a Product without the written consent of RoboCorpus, it bears the responsibility of a manufacturer within the meaning of the machinery legislation itself.

9.1 RoboCorpus remains the owner of the Products delivered until the Customer has paid all amounts due in full: the price, interest, damages and costs.

9.2 As long as the retention of title applies, the Customer may not sell, rent out, pledge or otherwise encumber the Products without the written consent of RoboCorpus. If the Customer nevertheless disposes of them, the retention of title continues on the price or the claim it obtains for them.

9.3 If a third party seizes the Products or asserts rights to them, the Customer notifies RoboCorpus immediately and informs the third party of the retention of title.

9.4 In the event of non-payment or imminent bankruptcy, RoboCorpus may take back the Products. The Customer grants RoboCorpus access to the premises where they are located for that purpose. Amounts already paid are set off against a reasonable fee for use, damage to the Products and the costs of recovery.

9.5 From delivery, the Customer bears the risk, even if it is not yet the owner. It insures the Products against the usual risks such as fire, theft and water damage, and presents the policy on request.

9.6 Products, parts or accessories that RoboCorpus holds for repair, maintenance or storage may be retained by it until all amounts due from the Customer have been paid.

10.1 If the Quotation includes installation or commissioning, the Customer provides at its own expense:

• a suitable site: a flat and clean floor (maximum 1% slope, unless the product specifications allow otherwise), sufficient lighting, sockets for the charging stations and a network connection in accordance with the product specifications;
• a contact person who is present during installation and can take decisions on the configuration;
• free access to the site during the agreed hours;
• timely and accurate information about the environment: floor plans, obstacles, lifts, doors, thresholds and floor coverings.

10.2 Additional costs due to incorrect or incomplete information, absence of the contact person, an inaccessible site or a necessary reinstallation are charged at the rates of the Quotation or, failing that, the applicable hourly rate.

10.3 After installation, the parties jointly draw up a handover report. The Customer notes its remarks on it. If the Customer puts the Products into use without remarks, they are deemed handed over as regards visible defects. Hidden defects and the warranty of Article 11 are not affected.

10.4 RoboCorpus is not liable for wear to floors, doors or infrastructure caused by normal use of the Products in accordance with their specifications, nor for an interruption of business operations during installation.

10.5 From delivery, the Customer is the custodian of the Products. It is responsible for their safe use on its premises: the risk assessment and the measures for its employees and visitors, the instruction of the operators and liability insurance covering damage caused by the Products to third parties.

A. Products

11.1 RoboCorpus passes on the manufacturer's warranty, usually 12 months on parts and labour from the date of delivery, unless the manufacturer applies a different period. RoboCorpus gives no additional warranty, unless agreed otherwise in writing. A service agreement does not extend or renew the manufacturer's warranty.

11.2 Under the warranty, RoboCorpus chooses, in consultation with the manufacturer, between repair and replacement of the defective part. A repair or replacement does not extend the warranty period. The Customer reports a defect through the support portal or by email to support@robocorpus.be.

11.3 The warranty covers manufacturing and material defects that occur during normal use. It lapses or does not apply in the event of:

• abnormal, careless or improper use;
• modifications, repairs or disassembly by the Customer or third parties without the consent of RoboCorpus;
• external causes such as collision, fire, water, moisture, chemicals, electrostatic discharge or power problems;
• failure to follow the manufacturer's user manual or maintenance instructions;
• normal wear of consumable parts such as brushes, pads, filters, wheels and squeegee blades.

Batteries are covered by the manufacturer's specific warranty.

B. Services

11.4 For Services, RoboCorpus undertakes an obligation of means, unless the Quotation expressly promises a result. ROI calculations, automation rates, coverage rates and time savings are substantiated estimates, not guaranteed results.

12.1 Consultancy, site audits, feasibility studies and ROI analyses are obligations of means. They are based on the Customer's information, the findings on site and the technology available at that time.

12.2 The Customer provides the information, access and cooperation needed for performance in good time. Delays or additional work due to late or incomplete information are charged on the basis of the time actually spent, at the rate of the Quotation.

12.3 Reports, floor plans, analyses and advice from RoboCorpus are intended for the Customer. The Customer may not pass them on to third parties or make them public without written consent, except to its own advisers bound by confidentiality.

12.4 Hourly and daily rates are stated in the Quotation. Travel beyond the distance included in the Quotation is charged at 0.80 euro per kilometre excluding VAT, there and back, travel time included. Travel by train or plane is charged at actual cost.

12.5 A pilot or demonstration on site is governed by a pilot agreement. It sets out the duration, the costs, the insurance of the machine and what happens if the Customer does or does not purchase after the pilot.

13.1 Maintenance and support of Products are governed by a service agreement. The package content, service hours, response times, rates, invoicing and indexation are set out there and prevail over this article.

13.2 A service agreement runs for at least 12 months, unless it provides otherwise. It is then tacitly renewed each time for 12 months.

13.3 Notice of termination is given in writing:

• by a Business: no later than three months before the end of the current period;
• by a Consumer: no later than one month before the end of the current period.

13.4 Early termination during the minimum term is only possible by mutual written agreement. If the Customer terminates unilaterally before the end of that term, the remaining instalments are due, unless RoboCorpus has committed a serious fault.

13.5 Response times are obligations of means and not guaranteed resolution times. Unless the service agreement sets other service hours, they run during office hours from Monday to Friday, from 8.30 to 17.00, excluding Belgian public holidays.

13.6 The Customer does not have the Products maintained or repaired by third parties without the prior written consent of RoboCorpus. If this nevertheless happens, the warranty and service obligations of RoboCorpus are suspended for the resulting damage.

14.1 All intellectual property rights in documents, reports, floor plans, analyses, configurations, maps, settings and training material developed or supplied by RoboCorpus remain with RoboCorpus, unless agreed otherwise in writing.

14.2 The Customer obtains a non-exclusive and non-transferable right to use those documents and configurations, solely for internal use with the Products delivered. Copying, modifying, distributing or commercial use is only permitted with the written consent of RoboCorpus.

14.3 Software, firmware, apps and cloud platforms of the Products are subject to the manufacturer's licence terms. The Customer accepts those terms at commissioning. RoboCorpus itself grants no additional licence to that software. Manufacturer updates may change operation or features. RoboCorpus is not liable if the manufacturer changes, restricts or discontinues an app, cloud platform or software feature.

14.4 The trademarks, logos and trade names of RoboCorpus and of the manufacturers are protected. The Customer does not use them in its own communication without prior written consent. If the Customer resells Products after paying for them in full, it does so in their original condition and without harming the reputation of the brand or of RoboCorpus.

14.5 The Products are connected products within the meaning of the Data Act (Regulation (EU) 2023/2854). Before the purchase, RoboCorpus provides the Customer with information on the data a Product generates, where it is stored and how the Customer can request or have it erased. The manufacturer is, as a rule, the data holder. RoboCorpus handles access requests together with the manufacturer. If the Customer resells a Product, it passes that information and those rights on to the buyer.

14.6 RoboCorpus may mention the name and logo of a Business as a reference, unless the Business objects in writing. RoboCorpus publishes photos, videos, figures or a detailed case study about the deployment at the Customer only with the Customer's prior consent.

15.1 The parties keep confidential information received from each other secret, such as prices, technical data, floor plans, customer data and business processes. They use that information only to perform the agreement and do not disclose it to third parties without written consent.

15.2 This obligation applies during the agreement and for three years after it ends. It does not apply to information that:

• was already public, through no fault of the receiving party;
• was lawfully obtained from a third party not bound by confidentiality;
• was independently developed by the receiving party;
• must be disclosed by law or by court order.

15.3 A party that breaches this obligation owes fixed compensation of 5,000 euro per established breach, without prejudice to the other party's right to prove higher actual damage.

15.4 RoboCorpus processes the personal data of the Customer and its contact persons as controller, for quotations, performance, invoicing, support and follow-up, in accordance with its privacy statement at robocorpus.be/en/privacy.html. RoboCorpus does not sell that data to third parties.

15.5 For personal data that RoboCorpus processes on behalf of the Customer, such as camera images, maps and log data of the Products, the Customer is the controller and RoboCorpus the processor. The data processing agreement annexed to the service agreement, or a separate data processing agreement, applies. The Customer informs its employees and visitors that the Products operate with cameras and sensors.

16.1 RoboCorpus is only liable for direct and foreseeable damage. It is not liable for:

• indirect or consequential damage, such as loss of profit, loss of turnover, loss of production, loss of customers or reputational damage;
• damage caused by incorrect, careless or improper use of the Products by the Customer, its staff or third parties;
• damage caused by failure to follow the manufacturer's user manual or safety instructions;
• damage caused by incorrect or incomplete information from the Customer;
• damage to Products that the Customer or a third party has modified or used with unapproved parts or software;
• damage caused by force majeure, as defined in Article 17.

16.2 The total liability of RoboCorpus per event is limited to the amount its insurer actually pays for that event. If there is no cover, it is limited to the amount RoboCorpus invoiced the Customer in the 12 months before the event for the Products or Services concerned.

16.3 RoboCorpus may rely on the manufacturer or on approved partners for performance. It remains responsible to the Customer for their work, within the limits of this article.

16.4 The limitations in this article do not apply in the event of intent or gross negligence of RoboCorpus or its agents, nor in the event of death or personal injury, nor to the extent that product liability law provides otherwise on a mandatory basis.

16.5 RoboCorpus is a distributor of the Products. It purchases them from an importer established in the European Union and is not itself a manufacturer or importer. Upon written request, RoboCorpus discloses the identity of the manufacturer and the importer within one month.

17.1 Neither party is liable for a delay or failure resulting from circumstances beyond its reasonable control that were not foreseeable when the agreement was concluded.

17.2 Such circumstances include: production stoppages or delivery delays at the manufacturer, disruptions of international transport, government measures, import or export bans, war, pandemics, exceptional weather conditions, cyberattacks on suppliers, telecom network outages and strikes at third parties.

17.3 The affected party notifies the force majeure in writing as soon as possible. The obligations concerned are suspended for as long as the force majeure lasts. If it lasts longer than 60 calendar days, either party may terminate the agreement in writing without compensation. For Products that RoboCorpus has already ordered from the manufacturer, that period is 180 calendar days; until then the order remains firm. What has already been delivered or performed is settled pro rata.

17.4 If unforeseen circumstances beyond the parties' control make performance excessively onerous for a party, without constituting force majeure, the parties negotiate in good faith on an adjustment of the agreement, as provided by Article 5.74 of the Belgian Civil Code. During that negotiation, both parties continue to perform their obligations.

18.1 The Customer reports complaints about visible damage or missing items as provided in Article 8.6, within five working days of delivery, to info@robocorpus.be, stating the delivery note number, a description and photos.

18.2 The Customer reports hidden defects in writing within 30 calendar days of discovery, and no later than 12 months after delivery. The parties regard these periods as the short period of Article 1648 of the former Belgian Civil Code. For a Consumer, the statutory periods of Article 11 apply.

18.3 A complaint is only admissible if the Product concerned has not been further modified or repaired by the Customer or a third party and the Customer keeps it available for inspection.

18.4 A complaint does not suspend payment. The Customer may only suspend payment of the part of the invoice that directly concerns the disputed Product or Service, after notifying RoboCorpus in writing.

18.5 RoboCorpus handles a complaint within ten working days of receipt. If it is justified, RoboCorpus chooses between repair, replacement or a credit note for the disputed part, without prejudice to the statutory rights of a Consumer.

19.1 RoboCorpus may suspend its obligations, or request an advance payment or additional security, in the event of:

• late payment, as provided in Article 7;
• reasonable doubt about the Customer's solvency;
• a change of control over the Customer, or the transfer of its business or a substantial part of it;
• refusal by the Customer to provide the cooperation or information needed for performance.

19.2 Either party may terminate the agreement in the event of a serious breach by the other party, after a written notice of default giving a remedy period of 15 working days. If no remedy follows, termination is notified by registered letter.

19.3 To the extent permitted by law, RoboCorpus may terminate the agreement without notice of default in the event of bankruptcy, cessation of payments, dissolution or liquidation of the Customer. In the event of judicial reorganisation, the mandatory rules of Book XX CEL apply.

19.4 If the agreement is terminated due to a breach by the Customer, all outstanding amounts become immediately due and RoboCorpus may take back the unpaid Products in accordance with Article 9. Services performed are settled pro rata.

20.1 A claim by a Business against RoboCorpus, on whatever ground, becomes time-barred one year after the day on which the Business knew or should reasonably have known of the fact, and no later than two years after delivery of the Products concerned or performance of the Services concerned.

20.2 For a Consumer, the statutory limitation periods apply, including those of the statutory conformity guarantee.

20.3 Claims of RoboCorpus against the Customer become time-barred in accordance with the statutory periods.

21.1 RoboCorpus works mainly for Businesses. If the Customer is a Consumer, the protections of this article also apply. A provision of these terms that conflicts with mandatory consumer law does not apply to a Consumer.

21.2 A Consumer who concludes an agreement at a distance or off-premises may withdraw from it without giving reasons within 14 calendar days of delivery of the Products or of the conclusion of the agreement for Services, in accordance with Article VI.47 CEL.

21.3 The right of withdrawal does not apply to:

• Products configured or personalised to the Consumer's specifications;
• Services fully performed before the end of the withdrawal period, with the Consumer's prior consent.

21.4 If the Consumer expressly asks for the installation or another Service to start before the end of the withdrawal period and then withdraws, they pay an amount proportionate to what has already been performed. If they withdraw after delivery of Products, they bear the direct cost of returning them and are liable for any diminished value resulting from handling beyond what is necessary to try out the Products.

21.5 A Consumer with a complaint first contacts us at info@robocorpus.be. If we cannot find a solution together, they can turn to the Consumer Ombudsman Service (consumentenombudsdienst.be).

22.1 All agreements with RoboCorpus are governed by Belgian law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

22.2 A dispute with a Business that is not settled amicably is submitted exclusively to the Enterprise Court of Ghent, Bruges division, unless mandatory law requires a different jurisdiction. For a Consumer, the courts of their place of residence also have jurisdiction.

22.3 The parties accept that an agreement may be concluded and signed electronically, and recognise the evidential value of emails, messages in the customer portal and electronic signatures.

22.4 RoboCorpus may amend these terms. A new version applies to agreements concluded after its publication on robocorpus.be. For an ongoing agreement, the version in force when it was concluded continues to apply, unless the Customer agrees in writing to the new version. RoboCorpus keeps every earlier version and provides it on request.

22.5 These terms exist in Dutch, English, French and German. In the event of a difference between the versions, the Dutch text prevails.

22.6 During the collaboration and for twelve months after it ends, the Customer does not employ employees of RoboCorpus who were involved in the performance, nor engage them in any other way, without the written consent of RoboCorpus. If it does so nevertheless, it owes compensation equal to six months' gross salary of that employee.