GENERAL TERMS
& CONDITIONS OF SALE

These General Terms and Conditions of Sale ("GTC") apply to all commercial transactions between RoboCorpus and its customers, including the sale of autonomous robot systems, consultancy, installation, training and service agreements. They apply alongside, and do not form part of, the Website Terms of Use.

The GTC have been drawn up in accordance with the Belgian Code of Economic Law (CEL), the Civil Code, the Act of 2 August 2002 on combating late payment in commercial transactions, and the applicable EU consumer law directives.

The following definitions apply in these GTC:

• RoboCorpus: the company that supplies autonomous robot systems and/or provides consultancy services, as identified in the quotation or order confirmation.
• Customer: any legal entity or natural person acting in a professional capacity who enters into an agreement with RoboCorpus for the purchase of Products or Services.
• Consumer: a Customer acting as a natural person outside any commercial, business, craft or professional activity, within the meaning of Art. I.1, 2° CEL.
• Products: autonomous robot systems and associated hardware of the Gausium brand, or other brands distributed by RoboCorpus, including accessories and spare parts.
• Services: consultancy, feasibility studies, system configuration, installation, commissioning, training, technical support and all other services provided by RoboCorpus.
• Service Agreement: a continuing agreement for preventive and corrective maintenance, software updates and/or technical support of installed Products.
• Quotation: a written proposal from RoboCorpus describing the Products and/or Services to be delivered, the prices and the conditions.
• Order Confirmation: the written confirmation by RoboCorpus of an accepted Quotation, by which the agreement is formed.

These GTC apply to all quotations, orders, deliveries, Services and Service Agreements of RoboCorpus, unless expressly agreed otherwise in writing.

Deviations from these GTC are valid only if confirmed in writing by an authorised representative of RoboCorpus. Purchasing conditions or other general terms of the Customer are expressly excluded, unless RoboCorpus has accepted them in writing and expressly.

The invalidity or unenforceability of one or more provisions of these GTC does not affect the validity of the remaining provisions. In that case, the invalid provision is replaced by the legally permitted provision that most closely reflects the original intention of the parties.

By accepting a Quotation or placing an order, the Customer confirms having read, understood and accepted these GTC.

All quotations from RoboCorpus are without obligation and non-binding, unless they expressly state a binding period of validity. In the absence of such a statement, quotations are valid for 30 calendar days from the quotation date.

Quotations are based on the information provided by the Customer (site characteristics, operating conditions, infrastructure, etc.). Incorrect or incomplete information may lead to an adjustment of the quotation or to additional costs. RoboCorpus is not liable for quotation errors arising from incorrect data supplied by the Customer.

Composite quotations do not oblige RoboCorpus to deliver part of the quotation against a corresponding part of the total price. Prices for combined quotations apply only when all listed items are ordered at the same time.

An agreement is formed at the earlier of the following moments:

• The written acceptance by the Customer of a Quotation from RoboCorpus within its period of validity; or
• The sending of an Order Confirmation by RoboCorpus after receipt of an order or down payment.

Verbal arrangements, undertakings or amendments are valid only after written confirmation by RoboCorpus. RoboCorpus reserves the right to refuse an order, among other reasons in case of doubt about the Customer's creditworthiness, where the importer's stock is exhausted, or for other well-founded reasons.

Changes to a placed order are possible only with the written consent of RoboCorpus and may give rise to an adjustment of the price and/or the delivery period.

All prices are expressed in euro (EUR), excluding VAT (21% unless otherwise applicable) and excluding any transport, installation, training or import costs, unless expressly stated otherwise in the Quotation.

As RoboCorpus depends on import prices in USD and CNY for the Products of Gausium, RoboCorpus reserves the right to adjust the agreed price in the following cases:

• A change in import tariffs, customs duties or other government levies;
• Currency fluctuations of more than 5% against the exchange rate on the quotation date;
• A price increase by the manufacturer (Gausium) or official importer of more than 5% after order confirmation.

RoboCorpus will inform the Customer in writing of any price adjustment. B2B Customers accept such adjustments as part of the agreement. Consumers have the right to terminate the agreement free of charge within 14 calendar days of notification in the event of a price increase of more than 5%.

Service Agreements are indexed annually on 1 January on the basis of the health index (Belgian consumer price index, excluding alcohol and tobacco), with a minimum of 0% and a maximum of 10% per year.

Invoices are payable within 30 calendar days of the invoice date, unless the Quotation or Order Confirmation states a different period. Payments are made in euro by bank transfer to the account number stated on the invoice.

Payment schedule for new customers and larger orders:

• 50% down payment on Order Confirmation;
• 40% on notification of dispatch by the manufacturer;
• 10% balance on delivery and acceptance on site.

For returning Customers with a good payment history, a different schedule may be agreed. Service Agreements are invoiced quarterly, payable in advance within 14 days.

Set-off (compensation) by the Customer is not permitted unless the counterclaim has been acknowledged in writing by RoboCorpus or is indisputably established by a court decision.

In the event of late payment, the Customer owes default interest by operation of law and without prior notice of default, in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions: the applicable reference rate set by the European Central Bank, increased by 8 percentage points, calculated on the outstanding invoice amount including VAT.

In addition, late payment by a B2B Customer gives rise to fixed damages of 10% of the outstanding amount, with a minimum of €150. For Consumers, the statutory scale under Art. XIX.4 CEL applies (max. €150 for amounts ≤ €150; above that, a statutory percentage).

In the event of persistent non-payment or imminent insolvency, RoboCorpus reserves the right to terminate the agreement in accordance with Section 19, without prejudice to its right to damages.

Unless expressly agreed otherwise in the Quotation, Products are delivered EXW Antwerp (Ex Works, Incoterms® 2020). Transport, insurance and customs formalities are at the Customer's expense and risk.

Delivery periods are indicative and depend on the production and delivery planning of Gausium. A delay in delivery does not entitle the Customer to damages or termination, unless the delay exceeds 90 calendar days and is demonstrably attributable to RoboCorpus alone.

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

• Handover to the carrier or forwarding agent (for EXW delivery); or
• Physical delivery at the Customer's site (for agreed DDP or DAP delivery).

The Customer is obliged to inspect the delivered Products on receipt for visible defects, damage or quantitative discrepancies. Remarks must be noted immediately on the delivery note and reported to RoboCorpus in writing within 5 working days. Once this period has expired, the delivery is deemed accepted as conforming.

RoboCorpus retains full ownership of all delivered Products until the Customer has paid all outstanding amounts in full, including principal, default interest, damages and any costs, including those arising from earlier or concurrent agreements.

For as long as the retention of title applies, the Customer is not entitled to sell, rent out, pledge, encumber or otherwise dispose of the Products without the prior written consent of RoboCorpus.

In the event of non-payment or imminent bankruptcy, RoboCorpus has the right to repossess the Products immediately and without judicial intervention. The Customer hereby irrevocably authorises RoboCorpus to access the site where the Products are located. Amounts already paid are set off against the compensation for use and against any damage to the Products.

The Customer bears the risk of loss of or damage to the Products from delivery onwards, even if ownership has not yet transferred. The Customer is obliged to insure the Products adequately against all customary risks (fire, theft, water damage, liability) and to present the insurance policies to RoboCorpus on request.

Where the Quotation includes installation and/or commissioning, the following obligations apply to the Customer:

• Site preparation: The Customer provides, at its own expense, a suitable installation area: a level, clean floor (max. 1% slope unless specified otherwise), sufficient lighting, a stable wifi network (min. 2.4 GHz, 5 GHz recommended), and accessible power sockets in line with the product specifications.
• Attendance: The Customer appoints a responsible person who is present during the installation and authorised to take decisions on the configuration.
• Access: The Customer guarantees free access to the installation site for RoboCorpus personnel during the agreed hours.
• Maps & floor plans: The Customer provides accurate floor plans and information about the environment (obstacles, lifts, doors, floor coverings) in good time, as required for the robot configuration.

Additional costs arising from incomplete or incorrect site information, unavailability of the Customer, inaccessibility of the site or required reinstallations are borne by the Customer and are invoiced at the applicable daily or hourly rate.

RoboCorpus is not liable for damage to the site (floors, doors, infrastructure) resulting from normal use of the robots in accordance with their specifications, nor for business interruptions during the installation period.

A. Products

RoboCorpus passes on the manufacturer's warranty for the delivered Products as provided by Gausium, generally 12 months on parts and labour from the delivery date, unless the manufacturer applies a different period. RoboCorpus grants no additional warranty on top of the manufacturer's warranty, unless expressly agreed in writing.

The warranty covers only manufacturing and material defects that existed at delivery and become apparent under normal use. The warranty lapses in the event of:

• Abnormal, careless or improper use of the Products;
• Unauthorised modifications, repairs or disassembly by the Customer or third parties;
• External causes (accidents, fire, water, moisture damage, electrostatic discharge, power problems);
• Failure to observe the manufacturer's instructions for use or maintenance requirements;
• Normal wear of consumable parts (batteries, brushes, filters, wheels).

B. Services

RoboCorpus undertakes a best-efforts obligation (obligation de moyens) when providing consultancy, installation and maintenance services, unless the Quotation expressly includes an obligation of result. Indicative ROI calculations, degrees of automation and time savings are estimates and do not constitute guaranteed results.

RoboCorpus provides consultancy services (feasibility studies, automation advice, ROI analyses, process optimisation) as a best-efforts obligation. Results, recommendations and analyses are based on the information provided by the Customer and on the technology available at that time.

The Customer is obliged to provide, in good time, all relevant information, access and cooperation necessary for the proper performance of the services. Delay or additional costs resulting from late or incomplete provision of information by the Customer are borne by the Customer and are invoiced on the basis of hours actually spent at the applicable daily rate.

Reports, analyses and recommendations from RoboCorpus are intended solely for the Customer and may not be passed on to third parties or distributed publicly without the written consent of RoboCorpus.

Hourly and daily rates for consultancy are stated in the Quotation. Travel costs are invoiced separately at €0.42/km (in line with the NMBS kilometre rate or the current rate accepted for tax purposes) or on the basis of actual costs for travel by train or plane.

Service Agreements for maintenance and technical support of installed Products are concluded for a minimum term of 12 months, unless stated otherwise in the Quotation. After the minimum term, the agreement is tacitly renewed for successive periods of 12 months.

Notice of termination: Termination is possible subject to written notice:

• B2B Customers: at least 3 months before the end of the current contract period;
• Consumers: at least 1 month before the end of the current contract period.

Early termination within the minimum term is not possible, except by mutual written agreement. In the event of early unilateral termination by the Customer, the remaining instalments of the minimum term are payable as damages, except in the case of gross fault by RoboCorpus.

Response times included in a service agreement are best-efforts obligations unless expressly laid down as a binding SLA. Response times are defined in office hours (Monday to Friday, 9:00–18:00, excluding Belgian public holidays).

The Customer undertakes not to have the robots serviced by third parties without the prior written consent of RoboCorpus. Unauthorised servicing by third parties suspends the warranty and service obligations of RoboCorpus.

All intellectual property rights in the documents, reports, analyses, configurations, software settings and training material developed or provided by RoboCorpus remain vested in RoboCorpus, unless expressly agreed otherwise in writing.

The Customer obtains a non-exclusive, non-transferable right of use in the documents and configurations provided to it, solely for internal use in connection with the delivered Products. The Customer is not entitled to copy, modify, distribute or exploit them for commercial purposes without the written consent of RoboCorpus.

The software and firmware of the Products (Gausium) are subject to the licence conditions of the respective manufacturers. RoboCorpus grants no additional licences on such software. The Customer accepts the manufacturers' end-user licence agreements (EULA) at commissioning.

Brand names, logos and trade names of Gausium and RoboCorpus are protected trademarks. The Customer may not use them in marketing material or publications without prior written consent.

The parties undertake to treat all confidential information they receive in the context of the agreement, including trade secrets, pricing, technical specifications, customer data and business processes, as strictly confidential and not to disclose it to third parties without the prior written consent of the other party.

This duty of confidentiality applies for the term of the agreement and for 3 years after its termination. It does not apply to information that:

• Was already publicly available before it was received, without any action by the receiving party;
• Was lawfully obtained from a third party not bound by a duty of confidentiality;
• Was developed independently by the receiving party;
• Must be disclosed on the basis of a legal obligation or a court order.

In the event of a breach of the duty of confidentiality, the party in breach owes fixed damages of €5,000 per established breach, increased by €500 per day that the breach continues after written notice of default, without prejudice to the right to additional damages upon proof of greater loss. Prior notice of default is not required for the penalty to become due.

The liability of RoboCorpus is at all times limited to direct and foreseeable damage. Excluded from liability are:

• Indirect damage, consequential loss, loss of profit, loss of turnover, loss of production, loss of customers, reputational damage;
• Damage resulting from incorrect, careless or improper use of the Products by the Customer or its staff;
• Damage caused by failure to observe the manufacturer's instructions for use or safety requirements;
• Damage to persons or property of third parties, to the extent not covered by the liability insurance of RoboCorpus;
• Damage resulting from force majeure in accordance with Section 17.

The total liability of RoboCorpus for damage per claim is limited to the lower of the following amounts:

• The amount invoiced by RoboCorpus to the Customer in the 12 months preceding the claim for the Products or Services concerned; or
• The amount actually paid out by the insurer of RoboCorpus for the case concerned.

The above limitations do not apply in the event of intent or gross negligence on the part of RoboCorpus or its appointees, nor in the event of damage to life, body or health.

RoboCorpus is not liable for delay or failure in the performance of its obligations where this results from circumstances beyond its reasonable control that were not foreseeable at the time the agreement was concluded.

Such circumstances include, among others: production stoppages or delivery delays at Gausium, international transport disruptions, government measures or import bans, war or armed conflict, pandemics or epidemics, extreme weather conditions, cyberattacks on suppliers' infrastructure, or strikes at third parties.

RoboCorpus will notify the Customer in writing of a force majeure situation as soon as possible. Performance of the obligations concerned is suspended for the duration of the force majeure.

If the force majeure situation lasts longer than 60 calendar days, both parties have the right to terminate the agreement in writing and without judicial intervention, without either party owing damages to the other. Products already delivered and/or Services already performed are settled pro rata in that case.

Complaints about visible defects or quantitative discrepancies on delivery must, as set out in Section 8, be reported in writing within 5 working days of delivery to info@robocorpus.be, stating the delivery note number, a detailed description of the defect and photographic documentation.

Complaints about hidden defects must be reported within 30 calendar days of discovery, and at the latest within 12 months of the delivery date (except for Consumers, who benefit from the statutory periods). After these periods, defects are deemed to have been accepted.

Submitting a complaint does not suspend the Customer's payment obligation. The Customer may suspend payment only of the invoiced amount that relates directly to the disputed Product or Service, after written notice to RoboCorpus.

RoboCorpus undertakes to handle complaints within 10 working days of receipt. If the complaint is well-founded, RoboCorpus chooses at its own discretion between repair, replacement or a credit note to the value of the disputed amount, unless Consumers are entitled by law to claim other remedies.

Suspension by RoboCorpus: RoboCorpus has the right to suspend performance of its obligations in the event of:

• Late payment or failure to meet a payment obligation by the Customer;
• Well-founded doubt about the solvency or creditworthiness of the Customer;
• Refusal by the Customer to provide the necessary cooperation or information for the performance of the Services.

Termination: Either party has the right to terminate the agreement in the event of a material breach by the other party, following written notice of default with a remedy period of 15 working days. Termination takes effect upon notification by registered letter, after the remedy period has expired without remedy.

The agreement is terminated by operation of law and without notice of default in the event of:

• An application for bankruptcy, judicial reorganisation or insolvency proceedings by or against the Customer;
• Suspension of payments by the Customer;
• Dissolution or liquidation of the Customer's company.

On termination attributable to the Customer, all outstanding claims of RoboCorpus become immediately due and payable, and RoboCorpus has the right to reclaim Products delivered but not paid for on the basis of the retention of title (Section 9). Services already performed are settled pro rata.

All claims of the Customer against RoboCorpus, on whatever basis, lapse after 1 year from the date on which the Customer became aware, or could reasonably have become aware, of the fact giving rise to the claim, with an absolute maximum of 2 years after the delivery date of the Products concerned or the performance of the Services concerned.

This shortened limitation period applies to all B2B claims. For Consumers, the statutory limitation periods under the Civil Code and consumer legislation apply, including the 2-year conformity guarantee.

The limitation period for claims of RoboCorpus against the Customer (recovery of invoices, damages) is 5 years in accordance with Art. 2262bis of the Civil Code.

RoboCorpus mainly serves professional B2B customers. However, where the Customer is a Consumer within the meaning of Art. I.1, 2° CEL, the following additional protections apply, without prejudice to the other provisions of these GTC.

Right of withdrawal: Consumers who conclude a distance contract (for example by email or via the website) have the right to withdraw from the agreement without giving reasons within 14 calendar days of delivery of the Products or of conclusion of the services agreement, in accordance with Art. VI.47 CEL.

The right of withdrawal does not apply to:

• Products configured or personalised specifically for the Customer;
• Robots whose installation on site has already begun with the express consent of the Consumer;
• Services whose performance has been fully completed before the end of the withdrawal period, with the prior agreement of the Consumer.

Complaints & mediation: Consumers with a complaint first contact us at info@robocorpus.be. If no solution is found, they can turn to the Belgian Consumer Mediation Service (consumentenombudsdienst.be). The European ODR platform was discontinued on 20 July 2025.

These GTC and all agreements falling under them are governed by Belgian law, with the exception of the Vienna Sales Convention (CISG), which is expressly excluded.

B2B disputes: Any dispute that cannot be settled amicably is submitted exclusively to the competent courts of the judicial district of Antwerp, unless mandatory law requires a different rule of jurisdiction.

B2C disputes: For Consumers, the courts of the Consumer's place of residence in Belgium also have jurisdiction, in accordance with Art. 624 of the Judicial Code and EU Regulation 1215/2012 (Brussels I bis).

In the event of a dispute, we recommend first making contact via info@robocorpus.be in order to seek an amicable solution.

RoboCorpus reserves the right to amend these GTC unilaterally. The amended version applies to all agreements concluded after publication of the amendments on robocorpus.be. For ongoing agreements, the GTC in force at the time the agreement was formed continue to apply, unless the Customer agrees in writing to the amended version.

The controlling language of these GTC is Dutch. In the event of any discrepancy between the Dutch version and a translation, the Dutch text prevails.