1. Scope and acceptance​

1.1 These general terms and conditions apply to all quotations issued by Memoco, all orders received by Memoco and all contracts entered into by Memoco, unless otherwise specified in writing in the quotation, order or contract. Any offer, order or contract relates to the manufacture of the equipment and/or the provision of the service(s) by Memoco, which are hereinafter defined as the “Equipment” and/or the “Service(s)”.

1.2 These general terms and conditions shall take precedence over any general terms and conditions of purchase of the customer. No deviation from these terms and conditions shall be permitted, unless otherwise stipulated in writing by Memoco.​

1.3 Unless proven otherwise, the customer acknowledges having received a copy of these general terms and conditions of sale and declares that they accept them in their entirety.

2. Formation of the contract

2.1 The contract is deemed to have been concluded upon signature by the parties or when Memoco has accepted an order in writing.

2.2 Where Memoco has issued an offer specifying a time limit for its acceptance, the contract shall be deemed to have been concluded when the customer has notified Memoco of their written acceptance before the expiry of that time limit. Once this time limit has expired, the offer shall lapse by right.

4. Prices, surcharges and delivery

3.1 The drawings and technical documents enabling the full or partial manufacture of the Equipment, and which are provided to the customer either before or after the conclusion of the contract, remain the exclusive property of Memoco. Except to the extent required for the performance of the contract, they may not, without Memoco’s authorisation, be used by the customer, nor copied, reproduced, transmitted or disclosed to third parties. These drawings and documents shall become the property of the customer (a) only if expressly provided for in a clause, or (b) if they relate to a separate preliminary design contract, distinct from the performance contract, which does not reserve ownership with Memoco.

3.2 Technical drawings and documents provided by the client to Memoco before or after the conclusion of the contract remain the exclusive property of the client. Except to the extent required for the performance of the contract, they may not, without the client’s authorisation, be used by Memoco, nor copied, reproduced, transmitted or disclosed to third parties.

4. Prix, suppléments et expédition

4.1 Memoco invoices its services in accordance with the prices set out in the contract, on a fixed-price basis and/or on a time-and-materials basis. Unless otherwise stipulated and without prejudice to clause 6.1, prices are exclusive of delivery, which is invoiced separately.

4.2 Any request to amend the subject matter of the contract and/or to supply additional Equipment and/or Services accepted by Memoco shall be set out in writing and shall give rise to a price surcharge in accordance with the prices set out in the contract, as well as to a revision, where applicable, of the time of delivery.

5. Inspection

The customer is allowed to have its duly authorized representatives inspect and verify both the quality of the materials and components used and the progress of the manufacture, in whole or in part, of the Equipment[JM1.1][LD1.2] covered by the contract, either during manufacture or after completion. These inspections and checks shall be carried out at the manufacturing premises, during the site’s opening hours, with the date and time agreed in consultation with Memoco. The costs of such inspections, including those arising from the involvement of an inspection or testing body, shall be borne by the customer.

6. Transfer of risk

6.1 The Equipment is sold EXW (Ex Works – Incoterms 2020) even if it is to be dispatched carriage paid.

6.2 Memoco shall notify the customer in writing of the date on which the customer is required to collect the Equipment. Memoco’s notice shall be given sufficiently in advance to enable the customer to make the necessary arrangements for collection of the Equipment.

6.3 If Memoco assists the customer in arranging the necessary means of transport or in facilitating customs formalities, it shall not incur any liability in this respect; all resulting costs shall be invoiced at cost price.

6.4 In all cases, the Equipment is transported at the customer’s own risk.

7. Retention of title 

7.1 Without prejudice to the provisions of clause 6, the Equipment shall remain the property of Memoco until full payment of the price, including any interest and compensation that may be due. In the event of non-payment by the due date, Memoco shall be entitled to repossess, at the customer’s expense, the Equipment of which it remains the owner.

7.2 The customer undertakes not to sell, transfer, pledge or create a security interest in the Equipment sold to third parties for as long as it remains the property of Memoco. In the event of a breach of this undertaking, the customer shall automatically be liable to pay a fixed compensation of 10 per cent of the sale price, without prejudice to payment of the sale price and any interest on arrears.

8. Delivery times 

8.1 Unless otherwise stipulated, delivery times are indicative and run from the later of the following two dates: (a) the date on which the contract is formed, as defined in Article 2; (b) the date on which Memoco receives the deposit, if the contract provides for one prior to the start of production. In any event, delivery times shall be extended in the event of a delay by the customer in providing the documents and information necessary for the proper performance of the contract.

8.2 No delay in delivery shall give rise to any liability on the part of Memoco to pay compensation.

8.3 If the customer fails to collect the Equipment for any reason whatsoever at the time it is made available to them by Memoco in accordance with clause 6.2, the customer shall nevertheless be liable for payment of all sums due upon delivery of the Equipment. In such cases, Memoco shall, as of right, arrange for the storage of the Equipment at the customer’s expense and risk at a rate of €40 per square metre per month (2026 price, indexed annually on 1 January based on reference wage costs – AGORIA MANUFACTURING – PC 111). At the customer’s request, the Equipment shall be insured by Memoco at the customer’s expense.

9. Payment 

9.1 Payments shall be made in euros, net and without discount. Unless otherwise agreed, invoices are payable in full and immediately at Memoco’s registered office.

9.2 Any dispute regarding invoices must be substantiated and notified in writing to Memoco, by registered post or electronically, no later than 15 days from the invoice date; failing which, the invoice shall be deemed to have been accepted.

9.3 Where the customer fails to pay within the agreed payment period or, failing that, within the statutory payment period, Memoco shall be entitled, with effect from the day following the due date, automatically and without formal notice, to a surcharge of 10 per cent on any outstanding amount, subject to a minimum of €75, as well as to interest on arrears at the statutory interest rate applicable to commercial transactions as published in the Belgian Official Gazette, calculated from the due date. Memoco is also entitled, without prejudice to its right to reimbursement of costs and expenses in accordance with the Judicial Code, to claim from the customer reasonable compensation for all relevant recovery costs incurred as a result of the late payment, subject to a minimum of €40.

9.4 In the event of non-payment by the aforementioned due dates, Memoco reserves the right to suspend, in whole or in part, the performance of any delivery of Equipment and/or provision of Services provided for in the contract.

9.5 All current and future taxes, as well as all levies and additional costs of any kind whatsoever relating to the sale, shall be borne by the customer. In the event of a request for invoicing to a third party, the customer shall remain liable for payment of the invoice.

10. Financial Guarantees 

If, after the conclusion of the contract and until full payment of the price, it appears that the customer’s creditworthiness is called into question or deteriorates – in particular in the event of a request for an extension of the payment deadline, a protest, the attachment of all or part of the customer’s assets at the initiative of a creditor, or a delay in payment of any sum due to Memoco or any institutional creditor – Memoco reserves the right, even after partial performance of the contract, to require the customer to provide any guarantee necessary to ensure the proper fulfilment of the customer’s obligations under the contract.

11. Termination of the contract  

11.1 In the event of a material breach by the customer of any obligation arising out of the contract with Memoco, in particular in the event of failure to pay any invoice by its due date or failure to provide any security requested by Memoco in accordance with clause 10, the contract shall, following the sending of a formal notice which remains unremedied, be terminated by right by the mere fact of Memoco notifying the customer of its intention to do so by registered letter.

11.2 In the event that the client unilaterally terminates any service contract with Memoco through no fault of Memoco (Article 1794 of the old Civil Code), the client shall by right be liable to Memoco for the value of the Services provided and the expenses incurred up to the date of termination, as well as for loss of profits. The amount payable shall be assessed on a flat-rate basis at thirty per cent (30 per cent) of the value of the Services not performed, without prejudice to Memoco’s right to establish a higher actual loss. Any deposit paid upon conclusion of the contract shall not be refunded in such a case and shall be deducted from the termination indemnity due.

12. Warranty

12.1 Memoco undertakes to remedy, by replacing or repairing the Equipment, any duly proven hidden defect affecting the Equipment sold which does not result from a case of force majeure, faulty intervention, or any instruction given by the customer or a third party (for example: improper handling, incorrect operation, modifications carried out by the customer or third parties), nor from a design fault in the item into which the Equipment sold has been incorporated. This warranty is limited to defects brought to Memoco’s attention within one year of the delivery or commissioning of the Equipment. Memoco shall assume no warranty obligations other than those set out in this Article 12.1.

12.2 Entitlement to the warranty is conditional upon the items covered by it being used and maintained in accordance with the conditions laid down by Memoco or, failing that, by the manufacturer or importer. No breakdown or damage resulting from work carried out on the Equipment by a person not authorized by Memoco shall give rise to a claim under the warranty.

12.3 Any action taken by Memoco under the warranty is subject to a prior inspection and, if necessary, to Memoco taking back the non-compliant components for examination. No component may be returned to Memoco without its prior written consent. The replacement or repair of a non-compliant part of the Equipment shall not extend the original warranty period.

12.4 Under no circumstances shall Memoco be liable for damage caused by its Equipment, nor for losses relating to the activities of the customer or persons for whom the customer is responsible, except in the event of death resulting from defective Equipment. Nor shall Memoco be liable to pay damages on the grounds of non-contractual liability.

12.5 In any case where Memoco’s liability might be engaged, and unless otherwise required by mandatory statutory provisions or public policy, Memoco shall not be liable for compensation for financial, commercial, non-pecuniary, reputational or any other indirect losses, such as, in particular, loss of production, turnover or energy savings, caused directly or indirectly by the use or operation of the Equipment supplied, beyond its warranty obligation set out in this article. Any compensation shall in all circumstances be limited to the price paid by the customer. The customer shall indemnify Memoco against any claims by third parties for damages exceeding this limit.

12.6 In the case of manufacture in accordance with plans drawn up by the customer, Memoco’s liability shall in any event be limited to the manufacture of the Equipment in strict accordance with the specifications set out in those plans.

13. Subcontracting 

Memoco may subcontract all or part of the performance of the contract to any third party without the customer’s prior written consent.

14. Force majeure 

14.1 The following shall be deemed to constitute force majeure: circumstances arising after the conclusion of the contract, beyond the control of the parties, which prevent its performance, in particular: industrial disputes, fire, mobilization, requisition, embargo, prohibition on the transfer of foreign currency, insurrection, lack of means of transport, general shortage of supplies, restrictions on the use of energy, pandemics, acts of (cyber)terrorism, as well as any delay or failure affecting the parties’ suppliers or subcontractors.

14.2 The party invoking the circumstances referred to above must notify the other party in writing, without delay, of both their occurrence and their cessation. The occurrence of any such cause shall suspend the performance of the parties’ obligations and relieve them of their respective liability.

14.3 If the situation continues for more than six (6) months, the contract shall terminate by right and each party shall be released from its obligations, without prejudice to the parties’ right to enter into a new contract.

15. Cybersecurity 

15.1 Each party shall implement the necessary technical and organizational security measures to ensure the confidentiality, integrity, availability and resilience of (i) its networks and information systems, as well as the protection of users of such systems and other persons likely to be affected by cyber incidents, and (ii) any confidential information, including personal data, against unauthorized access, loss, theft, misuse or any other form of unlawful processing or disclosure. When implementing these measures, each party shall take into account the state of the art, the costs of implementation, the nature, scope and purpose of the agreement, the risks involved and the likelihood of any incident affecting information that is confidential or personal data.

15.2 In the event of a cyber incident – that is to say, any event having an actual detrimental effect on the security of networks, information systems or confidential information – the party concerned shall immediately notify the other party as soon as it becomes aware of the incident, and shall provide the other party with all available information on the nature and extent of the cyber incident, as well as on the measures taken to address it and mitigate the damage. Where personal data is involved, the party concerned shall comply with Articles 33 and 34 of the GDPR.

16. Protection of personal data 

Memoco, as the data controller, is required to inform the customer about the processing and collection of personal data in accordance with the GDPR. Memoco fulfils this obligation through its data protection policy, which is available on its website. Any further information may be requested at info@memoco.eu, by telephone or by post at the address given below.[

17. Miscellaneous 

17.1 If, under applicable law, any provision of these general terms and conditions or of the contract to which they apply is found to be, in whole or in part, unlawful, void or unenforceable, this shall not affect the lawfulness, validity or enforceability of the remaining provisions. In such an event, the parties shall endeavour, by mutual agreement, to replace the provision in question with a valid clause achieving the same or substantially the same economic objective.

17.2 The fact that Memoco does not rely on all or part of these general terms and conditions at any given time shall not be construed as a waiver of its right to rely on them at a later date.

17.3 Memoco may assign the contract to any entity with which it is directly or indirectly affiliated without the customer’s prior consent.

18. Governing law 

These general terms and conditions, as well as any contract to which they apply, are governed by Belgian law.

19. Competent courts 

Any dispute relating to the conclusion, interpretation, performance or termination of the contract shall be subject to the exclusive jurisdiction of the courts and tribunals of the judicial district of Walloon Brabant.