Terms & Conditions

"VCTRON" refers to VCTRON Industrial Automation, based in Belgium, which provides the Services.

"Client" refers to the company or person commissioning the Services.

"Services" means automation engineering and consultancy services, including PLC, DCS, SCADA and HMI programming, electrical and panel design, commissioning, FAT/SAT, technical consultancy, support and technical documentation.

These Terms & Conditions apply to all quotations, assignments and agreements unless expressly agreed otherwise in writing. The Client's general terms and conditions shall not apply unless expressly accepted by VCTRON in writing.

Unless stated otherwise, quotations are non-binding and remain valid for 30 days.

An assignment is considered accepted when VCTRON confirms the assignment in writing or by email, or when VCTRON starts performing the Services at the Client's request.

The agreed scope determines which Services are included. Work that is not included in the agreed scope shall be considered additional work.

Services may be charged on an hourly, daily or fixed-price basis, as specified in the applicable quotation or agreement.

Travel, accommodation and other reasonable expenses may be charged separately unless otherwise agreed.

All prices are exclusive of VAT and other applicable taxes.

Invoices shall be issued periodically or upon completion of agreed milestones, as specified in the applicable quotation or agreement.

Unless agreed otherwise, invoices are payable within 30 days of the invoice date.

In case of late payment, VCTRON is entitled to charge the applicable statutory interest and recovery costs in accordance with Belgian law.

VCTRON may suspend the performance of Services while outstanding invoices remain unpaid.

VCTRON shall perform the Services with the care and skill reasonably expected from a qualified automation engineering and consultancy provider.

Any planning or delivery estimates are indicative unless expressly agreed otherwise in writing. VCTRON shall not be responsible for delays caused by the Client, third parties or circumstances outside VCTRON's reasonable control.

The Client shall provide all information, documentation, access, safety information, hardware, infrastructure and other resources reasonably required for the performance of the Services in a timely manner.

The Client remains responsible for the final safety, validation, approval and commissioning of the installation or system, as well as for ensuring compliance with applicable laws, regulations, standards and internal procedures before putting the system into operation.

Unless otherwise agreed, the Client is responsible for maintaining appropriate backups of its systems, software, configurations and data.

Any work resulting from changes to the agreed scope, additional requirements or Client requests shall be charged at the applicable rates.

Where reasonably possible, VCTRON shall inform the Client of the expected cost and planning impact before performing such additional work.

Either party may terminate an ongoing engagement in writing, subject to a notice period of 30 days, unless a different period is agreed in the applicable quotation or agreement.

The Client remains responsible for payment for Services already performed and reasonable expenses incurred up to the effective termination date.

If confirmed work is cancelled before commencement, VCTRON may charge reasonable preparation costs and other non-recoverable costs already incurred.

Project-specific deliverables may include PLC code, DCS configurations, HMI/SCADA configurations, technical documentation and other software or engineering deliverables specifically created for the Client's project.

VCTRON retains all rights to its pre-existing and generic intellectual property, including know-how, methods, libraries, templates, scripts, function blocks, frameworks and reusable components ("Background IP").

Upon full payment of the applicable invoices, the Client receives the right to use the project-specific deliverables for the operation, use and maintenance of the relevant installation or system.

Payment for project-specific deliverables does not transfer ownership of VCTRON's Background IP. VCTRON remains entitled to reuse its general knowledge, methods, know-how and reusable components in other projects, provided that no Client Confidential Information is disclosed.

Both parties shall keep confidential all non-public information received from the other party and shall use such information only for the purposes of the engagement.

Neither party shall disclose confidential information to third parties without the prior consent of the other party, except where disclosure is required by law.

These confidentiality obligations shall remain in effect after termination of the engagement.

VCTRON shall not publicly identify the Client or disclose specific project details as a reference without the Client's prior written consent.

Unless otherwise agreed, the Client shall provide a suitable test environment and shall participate in or approve the applicable testing activities.

Where applicable, project deliverables shall be considered accepted once they have been approved by the Client in writing or have been put into operational use without a specific objection being raised within a reasonable period.

Final acceptance and commissioning of the installation or system remain the Client's responsibility. This does not exclude VCTRON's responsibility for defects directly attributable to proven faults in the Services provided by VCTRON.

To the maximum extent permitted by applicable Belgian law, VCTRON shall only be liable for direct damage resulting from a proven fault attributable to VCTRON.

VCTRON's total liability shall, to the extent legally permitted, be limited to the amount invoiced for the specific assignment to which the damage relates.

To the extent permitted by law, VCTRON shall not be liable for indirect or consequential damage, including loss of production, loss of profit, loss of data, business interruption or downtime.

Nothing in these Terms & Conditions shall exclude or limit liability where such exclusion or limitation is not permitted under mandatory Belgian law, including liability arising from intent, fraud or gross negligence.

VCTRON maintains or will maintain professional liability insurance appropriate to its activities.

Any additional insurance requirements imposed by the Client must be agreed in writing. Any additional costs resulting from such requirements may be charged to the Client.

Neither party shall be liable for delays or failure to perform its obligations caused by circumstances beyond its reasonable control.

Such circumstances may include illness, unavailability of third parties, Client site disruptions, failure of Client-supplied equipment or infrastructure, power or network failures and other events that could not reasonably have been foreseen or prevented.

The affected obligations shall be suspended for the duration of the force majeure event.

These Terms & Conditions and the agreements to which they apply shall be governed by Belgian law.

Any dispute that cannot be resolved amicably shall be submitted to the competent courts in accordance with Belgian law, with jurisdiction determined by the place where VCTRON Industrial Automation is established, unless mandatory law provides otherwise.

If any provision of these Terms & Conditions is found to be invalid or unenforceable, the remaining provisions shall remain fully applicable.

Any amendment or deviation from these Terms & Conditions must be agreed in writing.

In the event of a conflict between these Terms & Conditions and a specific written quotation or agreement, the specific provisions of that quotation or agreement shall prevail, unless expressly agreed otherwise.

For questions regarding these Terms & Conditions, contact mats.volckaerts@vctron.com.