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STANDARD TERMS AND CONDITIONS OF SALE

3D Tools designs and installs machines for chemical processes, along with all related services, including:

  • Design
  • Machine drafting
  • Production
  • Installation
  • Maintenance

The registered office of 3D Tools is located at:

Heulsestraat 87B

8860 Lendelede

Company number (KBO): 0755.796.086

Article 1 – Scope of Application

These general terms and conditions of 3D Tools apply to the supply of products and services by 3D Tools and are applicable to all orders, quotations, and contracts concluded, to the exclusion of any other or conflicting terms and conditions, unless expressly agreed otherwise in writing. The general terms and conditions form an integral part of every order, quotation, and contract, and deviations are only valid if expressly agreed upon in writing by both parties. Any additional terms and conditions of the Customer are excluded unless they have been previously, explicitly, and in writing accepted by 3D Tools.

The Customer is deemed to be familiar with and to have accepted the general terms and conditions of 3D Tools as stated below by placing an order and/or receiving a product/service and/or receiving an invoice. 3D Tools and the Customer shall comply with applicable privacy legislation. The Customer acknowledges and accepts the Privacy Policy available on the 3D Tools website.

Article 2 – Offer and Acceptance

For custom-made machines (hereinafter referred to as “the Machine”), the Customer bears full responsibility for the accuracy and completeness of the instructions they provide.

A quotation from 3D Tools, whether delivered through any remote channel (website, social media, etc.) or otherwise, is entirely non-binding and valid for 30 calendar days from the quotation date stated on the document, unless expressly agreed otherwise.

3D Tools reserves the right to adjust its prices and/or these terms and conditions at any time. The amended conditions take effect immediately upon being communicated to the Customer. Communication may occur via letter, invoice, e-mail, or any other durable medium.

When you, as the Customer, accept a quotation—by placing an order or digitally signing the offer—thereby accepting the terms and any agreed appendices, and subsequently receiving confirmation from 3D Tools, this becomes irrevocably binding for you. As the Customer, you confirm that you are competent, of legal age, and legally authorized to purchase these products in accordance with applicable Belgian law. The Customer is not permitted to distribute or resell the machines without prior written consent from 3D Tools.

The Customer agrees to electronic communication for this purpose. Repeat orders or changes to the offer/quotation are not included in the initial agreement and will be charged at the applicable prices at the time of the reorder or modification, unless otherwise agreed in writing. 3D Tools is not bound by its offer or quotation if it contains an obvious material error or mistake.

3D Tools reserves the right to refuse or cancel an order or delivery in the event of (i) an existing legal dispute with a Customer, (ii) refusal of payment authorization by the financial institution verifying the payment, or (iii) any justified reason or clear misuse of our services and/or machines.

Both parties, as well as their employees and representatives—whom they guarantee—undertake not to disclose, distribute, or use any confidential information (including price lists) relating to the other party or the execution of the agreement between the parties, except with the express written consent of the other party.

Article 3 – Price

The price for our products and/or services is the one stated in the quotation. All prices are in euros and exclusive of VAT. All taxes, levies, duties, or additional costs arising from the delivery by 3D Tools are to be borne by the Customer.

3D Tools reserves the right to revise its prices if objective reasons justify such revision, such as an increase in raw material prices. In that case, the amounts payable will be recalculated according to the following formula:

P = P₀ (a × M/M₀ + b × S/S₀ + 0.20)³

Where:

  • P = invoice price
  • P₀ = initial base price on [date]
  • M₀ = price of [specific raw material] on [date], taken from [specific publication], namely [EUR]
  • M = price of the same raw material on [date] (at the time of supply or invoicing)
  • S₀ = reference hourly wage including social charges in the metalworking industry (national or regional average), as recognized by the Federal Public Service for Economy, SMEs, Self-Employed and Energy, and published by Agoria on [date], namely [EUR]
  • S = same wage on [date] (during the execution period of the order or invoice date)

3D Tools and the Customer automatically and by operation of law offset and settle all existing and future mutual debts. This means that in the ongoing relationship between 3D Tools and the Customer, only the largest remaining balance will continue to exist after the automatic offsetting mentioned above. This set-off shall in any case be enforceable against the trustee and other concurrent creditors, who cannot object to the set-off carried out by the parties.

Article 4 – Payment

All invoices issued by 3D Tools are payable in full, without discount, within 30 calendar days from the invoice date, at the company’s registered office. The invoices remain payable in full even in the event of a complaint or a claim for damages. 3D Tools reserves the right to issue invoices for advance payments.

3D Tools will only commence execution of the agreement/order after the Customer has paid an advance equal to 50% of the agreed total price, unless expressly agreed otherwise.

Each payment will be applied to the oldest outstanding invoice, and first to any due damages, interest, and costs. 3D Tools reserves the right at any time to request advance payments (up to 100%) or interim payments from the Customer, or to demand additional guarantees.

Any delay in payment by the Customer renders all outstanding amounts immediately due and payable by operation of law and without prior notice of default, and grants 3D Tools the right to suspend further execution of this or other services. 3D Tools also reserves the right to terminate the agreement, in whole or in part, for the portion not yet performed. Likewise, 3D Tools may suspend the fulfillment of its obligations if the Customer fails to meet their own.

In the event of exceeding the allowed payment term, the outstanding amounts will automatically and without any prior notice incur interest of 12% per year from the invoice due date until full payment is received. In addition, any amount remaining unpaid on its due date will be increased automatically and without notice by a lump-sum indemnity of 12%, with a minimum of €150, even if a grace period has been granted. This provision is without prejudice to 3D Tools’ right to claim higher compensation if it can prove greater actual damages. In the event of late payment, collection measures may be taken in court, the full costs of which shall be borne by the Customer. The Customer shall compensate 3D Tools for all damages suffered as a result of late payment.

Any protest must be sent by registered mail to 3D Tools within 8 calendar days of receipt of the invoice and must clearly state the reason for the protest. Failure to submit a timely or properly motivated protest will render the invoice definitively accepted and fully payable. The protest does not suspend the Customer’s obligation to pay.

Article 5 – Delivery

The price and specifications of the Machine are stated in the signed quotation, order form, or statement of work. 3D Tools will make every effort to carry out the delivery within the timeframe specified. However, the delivery periods are not binding on 3D Tools and are to be considered indicative only.

When the Machine meets the Factory Acceptance Test (FAT) criteria as agreed upon and described in the quotation or annex signed by both Parties, the Machine may be delivered. An example of such an annex can be found at the end of this document. Delivery takes place at the moment 3D Tools makes the Machine available to the Customer at 3D Tools’ premises, after any agreed testing has been successfully completed. From that moment, the Customer assumes all risks related to the Machine, including those concerning storage, conformity, loading, transport, and unloading.

The Parties may agree that 3D Tools will handle the transport. Even in that case, all risks related to storage, loading, transport, and unloading remain the responsibility of the Customer, who may insure against such risks.

If difficulties or delays occur during the execution of the agreement due to a lack of timely information or assistance from the Customer, the delivery deadlines will be extended, and the price will be increased to cover the additional costs incurred.

When 3D Tools is responsible for installation, the Customer must ensure that no circumstances arise that could hinder or obstruct the proper assembly or installation of the Machine.

 Article 7 – Retention of Title

The ordered products remain the property of 3D Tools until full payment of the price, including any applicable costs and interest.

Article 8 – Non-Solicitation

From the conclusion of the agreement until 12 months after its termination, the Customer shall refrain from inducing any employee or independent contractor of 3D Tools to terminate their relationship with 3D Tools and to enter into a direct agreement with the Customer. This restriction also applies to freelancers and subcontractors.

If the Customer acts in breach of this provision, they shall be obliged to compensate 3D Tools for all resulting damages. This compensation shall be equivalent to the gross salary or the agreed remuneration for services rendered by the person concerned over the previous twenty-four (24) months, without prejudice to 3D Tools’ right to claim higher compensation upon proof of greater actual damages.

Article 9 – Intellectual Property Rights

3D Tools retains all intellectual property rights, including but not limited to patents, designs and models, copyrights, database rights, trade secrets, know-how, trademarks, and rights in trade or product names, on all documents, templates, technical descriptions, plans, drawings, models, samples, or photographs it produces (non-exhaustive list), regardless of whether the Customer has been charged for their creation.

No quotation, order, agreement, or collaboration may be interpreted as granting the Customer any ownership or exclusive right to the aforementioned materials. As long as these materials have not been made publicly available by 3D Tools, they may not be copied, used for purposes other than those for which they were intended, or shown to third parties without prior written consent from 3D Tools. Upon simple request, these materials must be immediately returned to 3D Tools, and the Customer must confirm in writing that this has been done.

3D Tools reserves the right to use images or renderings of completed projects for promotional purposes without owing the Customer any compensation or requiring prior authorization. However, 3D Tools will always inform the Customer beforehand and refrain from publication if the Customer objects.

The Customer agrees not to perform any acts that would infringe upon or invalidate 3D Tools’ intellectual property rights, nor to allow any third party to do so. The Customer shall also refrain from engaging in reverse engineering, disassembly, or decompilation of the products.

Any breach by the Customer of this article will result in a lump-sum compensation equal to 50% of the price of the Machines, without prejudice to 3D Tools’ right to claim higher compensation for proven additional damages.

Article 10 – Nullity and Force Majeure

If any provision of these general terms and conditions is found to be null or invalid, the remaining provisions shall remain fully in force. In such a case, 3D Tools and the Customer shall, by mutual agreement, replace the invalid provision with a new one that approximates the intent and purpose of the original as closely as possible.

If 3D Tools is unable to perform its obligations due to force majeure, strike, or lockout, it has the right to cancel the order by simply notifying the Customer in writing. In such a case, 3D Tools shall not owe any compensation to the Customer.

Cases considered as force majeure include, but are not limited to: any cause entirely beyond the control of 3D Tools, unforeseeable circumstances that make the fulfillment of obligations impossible, such as natural events, pandemics, lockdowns, strikes or lockouts, fire, flooding, seizure, embargo, hacking or total power outage, internet failure, shortage of transport means, or the unavailability of key personnel (e.g., due to illness, incapacity for work, or strike)—regardless of whether the force majeure occurs at 3D Tools or at one of its suppliers.

Article 11 – Warranties

Except for the warranties expressly and explicitly stated in the annex agreed upon between the Customer and 3D Tools, in accordance with the model provided in Annex 1, no other warranties are provided, except for those minimum obligations required by applicable law at the time of signing the quotation/annex/agreement.

Article 12 – Liability

3D Tools can only be held liable for direct material damage caused by intent or gross negligence, to the exclusion of any indirect damage, including but not limited to loss of profits, loss of use, loss of contracts, loss of production, loss of savings, loss of income, business interruption, increased operating costs, or loss of capital — regardless of how such damage was caused and whether or not it was foreseeable.

This liability is limited to the lower of the following amounts:

(i) the invoiced value of the order or assignment,

(ii) the amount paid by 3D Tools’ insurer,

and in any case, limited to the liability that is mandatorily imposed by Belgian law.

The Customer undertakes to ensure that its insurer waives any right of recourse against 3D Tools.

3D Tools complies with current Belgian and European legislation and obtains the necessary CE certifications for the machines it delivers.

The warranty shall never apply to defects or shortcomings arising from:

  • Accidents, neglect, drops, use of the machines contrary to their intended purpose or the instructions provided, modifications, unauthorized combinations or alterations to the machine, misuse, poor maintenance, or any other abnormal or incorrect handling of the machine or its intended environment (this list is non-exhaustive);
  • Non-functional deviations between specifications or stated quality descriptions and the actual performance of the delivered machines, goods, or services;
  • Damage caused by incorrect, incomplete, or late data and instructions provided by the Customer;
  • Damage directly or indirectly caused by an act of the Customer or a third party, whether due to non-compliance with these General Terms and Conditions, error, or negligence;
  • Normal wear and tear, excessive stress, or external influences.

Liability of 3D Tools may only be invoked by the direct Customer and not by third parties.

Article 13 – Termination

If the Customer terminates the agreement, or if the agreement cannot proceed due to the Customer’s actions, the Customer shall owe the seller compensation equal to 30% of the invoice amount for the unexecuted portion of the order, without prejudice to 3D Tools’ right to claim higher proven damages, including but not limited to the cost of materials and/or goods already ordered or work already performed.

3D Tools is entitled—without any right to compensation on the part of the Customer—to cancel the order or assignment if (i) it is based on incorrect information provided by the Customer, or if 3D Tools suspects that the Customer has engaged its services for reasons that are not objectively reasonable or acceptable, or (ii) if, after the conclusion of the agreement, 3D Tools is, for objective reasons, no longer able to execute the order (for example, due to the unavailability of Machines and/or Goods). In such a case, 3D Tools will inform the Customer within a reasonable period. Only when no alternative solution is available will 3D Tools cancel the agreement and refund any amounts already paid within 14 calendar days following the notification.

If 3D Tools decides to cancel an agreement (i) outside the circumstances mentioned above, (ii) outside cases of force majeure, and (iii) without any breach by the Customer, the Customer shall be entitled, at most, to compensation equal to 30% of the price.

Article 14 – Applicable Law and Jurisdiction

Belgian law applies to these general terms and conditions and to every agreement concluded with 3D Tools. These general terms and conditions are drafted in Dutch; in the event of interpretation disputes, the Dutch version shall prevail over any translations.

The possible nullity of one or more provisions of these general terms and conditions, or part thereof, shall not affect the validity of the remaining provisions or the rest of the clause in question. In such a case, the Parties shall endeavor to replace the invalid clause with an equivalent valid provision. If no agreement can be reached, the competent court may moderate the invalid provision to the extent permitted by law.

Any dispute concerning the conclusion, validity, performance, and/or termination of the agreement between 3D Tools and the Customer shall fall under the jurisdiction of the competent courts of the judicial district where the registered office of 3D Tools is located.


REV. 3 - 20/10/2024