Terms & Conditions

DELTRIAN GENERAL TERMS AND CONDITIONS

PREAMBLE

Deltrian specializes in air filtration solutions. They offer a wide range of products, including filters for industrial ventilation, air conditioning, and specialized environments like paint booths. Their services focus on maintaining optimal air quality and compliance with environmental standards. Additionally, Deltrian provides expert advice and support for the installation of new equipment.

These General Terms and Conditions outline the legal framework governing the relationship between Deltrian and its Customers. 

The Parties hereby agree as follows:

1.      Definitions

1.1         “Affiliate” means any entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with one of the Parties.

1.2         “Agreement” means the provisions of these General Terms and Conditions (the “GTC”), where relevant supplemented by documents listed under the Applicable Condition Clause hereunder.

1.3         “Auxiliary” means any natural or legal person who is entrusted by Deltrian with the performance of a contractual obligation entered into by Deltrian, throughout the contractual chain; this may include, but not limited to, subcontractors, workers, and directors.

1.4         “Confidential Information” means any information of any nature whatsoever meeting the following cumulative conditions: (i) the information is disclosed prior to, on or after the Agreement Date, by one of the Parties or its agents (the “Disclosing Party”) to the other Party or its agents (the “Receiving Party”), either directly or indirectly, whether in writing, verbally or otherwise and (ii) the information is neither generally known to, nor readily accessible by, third parties to this Agreement. Confidential Information includes, without limitation, business plans, analyses, forecasts, predictions or projections, intellectual property, software, technology, technical information, business models, pricing and pricing strategies, marketing ideas, data (including sales data), sales projections, financing plans, valuations, capitalization, budgets and other financial information, third-party information and any other information of such a nature that either Party may reasonably believe it to be of strategic, economic or security importance to the other Party, even if this has not been expressly mentioned.

1.5         “Creation” means all creations (including databases and software), works, inventions, information and texts associated with the performance of the Agreement and its deliverables, whether existing at the date of the signature of the Agreement or arising during the performance of the Agreement.

1.6         “Customer” means any person who receives the Products or Services of Deltrian as agreed in the order form signed by the Parties.

1.7         “Deltrian” means the entity that provides the Products and Services and issued the order form subject to these GTC.

1.8         “Force Majeure” means facts or circumstances beyond the reasonable control of the Party invoking it which could not reasonably be foreseen or avoided, including notably, without limitation: changes in the normative framework, war, civil disturbance, destruction of installations or materials by fire, flood, earthquake, explosion or storm, labour unrest, epidemic, pandemic, failure of public utilities or common carriers, strikes, acts of terrorism, natural disasters, floods, fire, failure of suppliers or subcontractors, failure of electricity network, general failure of telecommunications services or internet.

1.9         “Insolvency Event” means the situation where (a) a Party is passing a resolution for its liquidation, dissolution or winding up or suffering a winding-up order being made against it or going into administration; (b) if a receiver or administrative receiver is appointed or an encumbrance takes possession of the undertaking or assets (or any substantial part thereof) of a Party; and/or (c) if a Party is unable to pay its debts or ceases to, or threatens to cease to carry on its business or enters into a composition with its creditors.

1.10    “Intellectual Property Right” means all of the following, existing at the date of signing the order form or arising during the performance of the Agreement: (i) know-how and trade secrets; (ii) patents; (iii) utility models, designs and all other industrial property rights; (iv) trademarks and other distinctive signs (including domain names); (v) sui generis rights on databases (vi) copyrights, including copyrights on software, and (vii) all other intellectual property rights of any kind recognized by applicable law.

1.11    “Party” or collectively “Parties” means the Customer or Deltrian.

1.12    “Products” and “Services” means the list of products or services ordered by the Customer as agreed with Deltrian in the relevant order form.

1.13    “Website” means the Internet site accessible at the URLs https://www.deltrian.com, as well as all the pages accessible via these URLs. The Website and the online ordering process are reserved for Customers acting for purposes relating to their trade, business, craft or profession. By creating an account, requesting a quotation, placing or validating an order through the Website, the Customer warrants that it is not acting as a consumer, that all identification, VAT, invoicing and delivery information is accurate and complete, and that the person placing the order has authority to bind the Customer. Deltrian may request reasonable evidence of such professional capacity or authority and may refuse, suspend or cancel any order if the information or evidence provided is missing, inaccurate, incomplete or inconsistent.

2.      Applicable Conditions

2.1         The following documents form the entirety of the “Agreement” between the Parties, by order of priority:

2.1.1         Deltrian’s Corporate Ethics and Sustainability Code for Customers;

2.1.2         Modification to these GTC or Specific Terms & Conditions contained in any order form agreed in writing by both Parties (if any);

2.1.3         Appendices to these GTC;

2.1.4         These GTC.

2.2         The Customer specifically acknowledges and agrees that its own general or specific terms and conditions for purchase of goods and/or services are not applicable.

3.      Scope

3.1         Upon signature of the order form, Deltrian shall only deliver the Products or Services expressly mentioned in the order form. Unless otherwise specifically agreed in writing, no additional Product or Service shall be deemed to be included in the Product or Services.

3.2         The Products or Services are deemed to be delivered and performed at the location indicated in the order form.

3.3         The acceptance or signature of the order form by the Customer, the Customer’s acceptance of payment or commencement of performance shall constitute the Customer’s unconditional acceptance of the terms and conditions of this Agreement. Upon entry into force of the Agreement, these GTC shall be applicable within the limits of their scope of application.

3.4         When the Customer’s order is placed via the Website, acceptance of these terms and conditions by the Customer results from the action of ticking the box corresponding to the sentence accepting these terms and conditions, e.g. “I acknowledge having read and accepted all the terms and conditions”. The Parties acknowledge and agree that ticking this box will be deemed to have the same value as a handwritten signature by the Customer. After validation of the order on the Website, the Customer will receive a confirmation email from Deltrian.

4.      Order Acceptance

4.1         Any order placed with Deltrian shall only be binding on Deltrian after written confirmation by Deltrian (“Acceptance”). Changes made by the Customer to the order form shall only be valid if Deltrian has accepted and confirmed them in writing. The provision of a quotation by Deltrian does not entail any obligation on the part of Deltrian to deliver the Products or Services. Unless otherwise provided in the order form, the order form will be valid for 30 calendar days from the date of issue. Deltrian reserves the right to withdraw its offer at any time before it is accepted by the Customer.

4.2         Unless otherwise agreed in writing, Deltrian reserves the right, at its discretion, not to accept or process orders where the aggregate value of the Products and Services ordered by the Customer is expected to be below EUR 5,000 per calendar year.

4.3         Unless specified otherwise in the order form, Deltrian expressly reserves the right to start the supply of the Products or Services only after payment of the deposit or the full price when the price is payable upon placement of the order by the Customer. In the event of late payment of the deposit or the price, Deltrian shall not be liable for any delay in the provision of the Products or Services.

4.4         In the event of unilateral cancellation of an order by the Customer prior to the provision of the Product or the execution of the Service, the Customer shall owe Deltrian fixed compensation equal to 50% of the total amount of the cancelled order, by operation of law and without prior notice of default. This provision is not applicable when the unilateral cancellation of the order by the Customer is the consequence of a material breach or wilful misconduct attributable to Deltrian. In addition, Deltrian shall invoice a lump sum of 500€ in the event the performance of the Service is postponed or cancelled less than 48 hours before the Service is planned.

5.      Term and Renewal

5.1         Term of the Agreement.

5.1.1         This Agreement shall enter into force on the date of the signature of the order form by both Parties (the “Effective Date”).

5.1.2         The Agreement shall remain effective during one year from the Effective Date, unless otherwise provided in the order form (the “Term”). The Agreement will remain applicable as long as at least one order form is being performed.

5.2         Renewal. With regard to provision of Services, the Agreement shall automatically renew for successive periods of 1 year (each a “Renewal Period“) unless terminated in writing by either Party at least 3 months prior to the expiry of the initial Term or any Renewal Period.

6.      Termination

6.1         Termination for cause. A Party may terminate the Agreement immediately, without prior notice or compensation, if one of the following events occurs:

6.1.1         The other Party undergoes an Insolvency event; or

6.1.2         There is any change in the entity or entities having control of the other Party (a) which has a material and/or adverse impact of the other Party’s obligations under the Agreement; (b) which results in the other Party being controlled by a competitor of the Party invoking termination, for which such Party has not provided its prior written consent which shall not be unreasonably withheld; and/or (c) which results in the other Party being controlled by an entity which the Party invoking termination reasonably considers it is not sufficiently creditworthy and/or financially stable.

6.2         Termination for breach. A Party may terminate the Agreement immediately, without compensation and upon written notice to the other Party, in the event of a material breach of its contractual obligations by the other Party, that (i) has not been remedied within 30 days of the written notification of the breach by the Party invoking termination of the Agreement; or (ii) is impossible to remedy. This right to terminate the Agreement is without prejudice of other judicial remedies or the payment of damages by the Party responsible for the breach. The Parties acknowledge and agree that, without being the only situation giving rise to a material breach, the non-payment of invoices of Deltrian by the Customer shall be considered as a situation of material breach under the Agreement.

6.3         Termination for convenience. With regard to the provision of Services, either Party may terminate the Agreement at any time by giving at least 3 months prior written notice to the other Party. The notice period shall start on the first day of the month following the month in which the termination notice was given.

6.4         Consequences of termination.

6.4.1         The termination of this Agreement for any reason whatsoever shall not relieve the Parties of their obligations and liabilities arising prior to the date of termination or which, expressly or tacitly, arise or continue to apply after the date of termination of this Agreement.

6.4.2         The Customer shall pay Deltrian for all work-in-progress, Services already performed, and reasonable expenses incurred by Deltrian for the performance of the Agreement up to and including the effective date of the termination of the Agreement.

6.4.3         In the event of a termination for convenience by the Customer (i) Deltrian shall immediately cease the provision of Services; and (ii) Deltrian shall invoice a 3-month fee equivalent to the average fees paid by the Customer per month over the last 12-month period.

6.4.4         Upon termination of the Agreement, Deltrian shall, at Customer’s choice, return to the Customer or delete all correspondence, notes and any other data (including Personal Data) or material that relate or refer to the Customer.

6.4.5         The Customer shall collect all Customer-owned materials, equipment, Products and other tangible property from Deltrian’s premises within 3 months following the effective date of termination of the Agreement or, where applicable, a particular order form. Any such items not collected within this period shall be deemed abandoned, and Deltrian may, at its sole discretion and at the Customer’s cost, store, return, recycle, dispose of or otherwise deal with such items without any further liability towards the Customer.

7.      DELTRIAN Obligations

7.1         Unless expressly otherwise agreed by the Parties, all obligations of Deltrian are strict “best efforts” obligations and cannot be interpreted as obligations to reach a certain result.

7.2         Deltrian will provide the Products or Services using reasonable skill and care in accordance with applicable professional standards and the specifications set out in the Agreement, and, when applicable, will comply with the Service Level Agreement (“SLA”).

7.3         Products or Services will be provided professionally and promptly by qualified personnel. Deltrian is solely responsible for its staff and may change them at any time, unless otherwise agreed in writing.

7.4         Deltrian undertakes to provide the Products and Services in a safe and responsible manner, adhering to all applicable safety standards and regulations.

7.5         Deltrian undertakes to inform the Customer promptly by email of any anomalies reasonably observed during Deltrian’s presence on site in connection with the provision of the Products or Services.

7.6         The Parties acknowledge and agree that no explicit or implicit guarantees apply (including those regarding the quality and fitness for a certain purpose or use envisaged by the Customer) other than those explicitly set out in the Agreement.

8.      Customer Obligations

8.1         The Customer undertakes to:

8.1.1         Provide any and all information, resources (including relevant contact persons) and/or assistance (including access to technical specifications, data, systems and people) that Deltrian reasonably requires for the provision of the Products or Services;

8.1.2         Provide Deltrian with all documents and information necessary to confirm the final price of the Products or Services;

8.1.3         Promptly notify Deltrian of any circumstances which may affect the performance of the Agreement, in particular with respect to the execution, timing, pricing and progress of the provision of the Products or Services.

8.2         Deliverables included in the Services may contain advice and recommendations, but the Customer bears full and exclusive responsibility for the use and/or implementation of such advice and recommendations.

8.3         In case of delay caused in whole or in parts by the Customer’s act or omission, Deltrian reserves the right to invoice any additional effort or cost incurred based, e.g., on reasonable hourly rates or a predetermined lump sum.

8.4         The Customer must comply with all applicable legislation and regulations, in particular the laws and regulations applicable to the receipt and use of the Products or Services.

8.5         All Products and Services shall be deemed accepted if, within 10 calendar days after provision or delivery, the Customer has not provided Deltrian written notice identifying specifically any basis for not approving the Products, Services and/or deliverables.

8.6         The Customer confirms it has all necessary permissions to order and benefit from the Products or Services, and to grant Deltrian access to any premises, systems, devices, data or materials required for the performance of the Agreement.

9.      Prices

9.1         Prices payable for the Products and Services are stipulated in the order form and are expressed in Euros.

9.2         Prices in the order form exclude taxes (notably VAT). The Customer agrees to pay VAT and any new or increased taxes during the Agreement.

9.3         Unless otherwise agreed, prices in the order form exclude costs and expenses. The Customer must pay for costs incurred by Deltrian, such as shipping costs, administrative costs or customs clearance costs (for foreign sales).

9.4         Deltrian may charge additional fees at its standard daily rate if the scope of the Products or Services increases or if the Customer fails to provide necessary information or resources.

9.5          Deltrian’s prices for Services are subject to yearly indexation, which is notified to the Customer. The Customer will have a period of 30 calendar days from the notification of Deltrian’s new prices to terminate the Agreement without compensation with a one-month notice period. If the Customer does not notify Deltrian of the termination of the Agreement within the aforementioned period, the Agreement will remain in effect, and Deltrian’s new prices will be deemed accepted by the Customer.

9.6         Unless expressly stated otherwise during the online ordering process or in Deltrian’s written Acceptance, prices displayed or communicated through the Website are indicative, expressed in euros, exclusive of VAT and exclusive of delivery costs, administrative costs, customs duties, import duties, insurance, packaging, unloading costs and any other taxes, duties or charges. Costs that can be calculated through the Website will be shown before the order is submitted. Costs that cannot reasonably be calculated in advance may be charged to the Customer or confirmed in Deltrian’s written Acceptance. All taxes, duties, levies and costs linked to the order, delivery, import, use or resale of the Products or Services are borne by the Customer, unless expressly agreed otherwise in writing.

10.    Payment

10.1    The price for the Products or Services shall be payable by the Customer to Deltrian in accordance with the Agreement and the invoices issued by Deltrian. Deltrian’s invoices are payable within 30 calendar days from the date of the invoice. In case of non-payment of an invoice on its due date, all amounts owed shall become immediately due and payable, and such non-payment shall constitute a material breach by the Customer.

10.2    Where a deposit, the full price or any other amount of the Product or Service is payable upon placement of the order, Deltrian reserves the right not to start the provision of the Product or Services until the relevant payment has been received, or where accepted by Deltrian, until proof of payment has been provided.

10.3    Any payment dispute must be made in writing within 15 days from the invoice date. The dispute does not release the Customer from the obligation to pay. Invoices not contested within 15 days are considered accepted and cannot be disputed later.

10.4    Unless the Customer demonstrates that the damage suffered by Deltrian is inexistant or is less than the applicable penalty, the amount of any invoice not paid in full on the due date shall be increased by operation of law and without prior notice of default by interests calculated at the rate of 1% per month, each month commenced being considered as a full month, with a maximum of 5% of the total amount of unpaid invoice. Interests are capitalized annually. Claims for damages in connection with the same infringement only exist after offsetting the contractual penalty.

10.5    Without prejudice to the other provisions, if an invoice remains unpaid within 30 days after its issue date, Deltrian is entitled to increase the amount of the invoice by 15% as compensation for administrative costs, up to a maximum of 40 euros per invoice.

10.6    The Customer hereby agrees that Deltrian is authorized to set off any debt owed by the Customer to Deltrian against any claim that the Customer may have against Deltrian.

10.7    Online payment. Deltrian may offer bank transfer, card payment, payment link, payment platform, or any other online payment method indicated during the online ordering process or in Deltrian’s written Acceptance. Deltrian is not obliged to offer any payment method for all Customers, orders, countries, Products or Services.

10.8    Where the price, a deposit, the full price or any other amount is payable online, Deltrian is not required to process the order, reserve stock, start production, deliver Products or perform Services until the relevant payment has been authorized and/or received, as applicable. Any online payment remains subject to Deltrian’s written Acceptance. If Deltrian refuses or cancels a paid order, Deltrian will refund the amount received for the cancelled order, without prejudice to any other amount due under the Agreement.

10.9    Payment providers, failed payments, and fraud checks. Online payments may be processed by third-party payment service providers, banks, card schemes, payment platforms, or financial intermediaries. The Customer shall comply with the terms, authentication requirements and security measures applicable to the selected payment method. Deltrian is not liable for any refusal, delay, interruption, malfunction or error of such third parties, except in case of Deltrian’s fraud, willful misconduct or gross negligence. If a payment is refused, reversed, cancelled, charged back, suspended, subject to investigation or otherwise not effectively received by Deltrian, the Customer remains liable for all amounts due. Deltrian may suspend or cancel the order, suspend delivery or performance, require another payment method or require payment in advance. Any bank charges, processing fees, currency conversion costs, chargeback fees or similar costs caused by the Customer’s payment method or failed payment are borne by the Customer, unless caused by Deltrian’s fraud, willful misconduct or gross negligence. Deltrian may carry out reasonable fraud, sanctions, payment-abuse and credit-risk checks and may refuse, suspend or cancel any order where Deltrian reasonably suspects fraud, unauthorized payment use, sanctions issues, abnormal ordering behavior or material credit risk. Unless expressly stated otherwise, Deltrian does not store full payment card details; payment data may be processed by the relevant payment provider under its own terms and applicable data protection and payment security rules.

10.10             Electronic invoicing. The Customer accepts that invoices, credit notes, and related billing documents may be issued and transmitted electronically. Where mandatory B2B e-invoicing rules apply, including Belgian VAT rules, the Customer shall provide all information required for structured electronic invoicing, including valid company identification, VAT number, invoicing address, electronic invoicing identifiers and platform or network details. The Customer shall be able to receive, process and store electronic invoices in accordance with applicable law. Deltrian is not liable for delay, rejection, non-processing or payment issues caused by inaccurate, incomplete or outdated invoicing information provided by the Customer.

11.    Liability

11.1    Deltrian’s liability is limited to that imposed by applicable law, including fraud, gross negligence, willful misconduct, or personal injury or death. In all cases, the Customer waives Deltrian’s liability, and Deltrian is released from any liability for the Products or Services after the Customer has tested and validated or accepted the Products or Services insofar defects were discoverable. Products and Services are used by the Customer under their own responsibility.

11.2    Deltrian’s liability is always limited to direct and foreseeable damages arising out or in connection with the execution of the Agreement.

11.3    The total aggregate liability cap of Deltrian for damages arising out or in connection with the performance of the Agreement is limited to the aggregate fees paid or payable by the Customer to Deltrian over the last 6-month period. Should the liability cap here above not apply, Deltrian’s total liability shall never exceed the amount effectively paid by Deltrian’s professional liability insurer in relation to the relevant claim. Any claim must be submitted within 1 year from delivery of the Product or Services, provided that the relevant issue was reasonably discoverable at that time; failing which, the claim must be submitted within 3 months of the date of discovery of the defect or event giving rise to Deltrian’s alleged liability. Under no circumstances will Deltrian be held liable for any indirect or consequential loss or damage including notably, without limiting to, damages for loss of business revenues, business profits, business interruption, loss of time, loss of data, rise in general costs, disruption of commercial activity, damage to reputation, loss – also in the future – of savings, employee costs or loss of opportunities, privacy invasion, earnings loss, turnover decrease, or increased overheads.

11.4    Deltrian is not liable for damages arising out or in connection with the Customer’s non-compliance with this Agreement. Additionally, Deltrian is not responsible for defects caused by the Customer or a third party, whether by fault or negligence.

11.5    Neither of the Parties may be held responsible for delays or problems in the execution of this Agreement if they are the result of Force Majeure.

11.6    The Customer acknowledges that any form of extra-contractual liability arising out or in relation to the Agreement is excluded. To the fullest extent permitted by applicable law, the Customer waives any extra-contractual claim against Deltrian and Deltrian’s Auxiliaries in connection with the performance or non-performance of the Agreement. Any limitation, exclusion or cap of liability available to Deltrian under the Agreement may be invoked directly by its Auxiliaries.

11.7    The Customer undertakes to include in its contracts with its own customers and principals provisions excluding, to the extent permitted by law, the extra-contractual liability of Deltrian and its Auxiliaries in relation to the performance of the Agreement. If a third party nevertheless brings such a claim against Deltrian or any of its Auxiliaries, the Customer shall, upon first request, provide Deltrian with the benefit of any relevant contractual defenses available under the Customer’s contract with that third party and shall cooperate fully, including by voluntarily intervening in any judicial or extrajudicial proceedings where appropriate.

12.    Confidentiality

12.1    The Receiving Party may use the Disclosing Party’s Confidential Information only for the Agreement’s performance. Except as provided in the Agreement, the Receiving Party shall not disclose the Confidential Information to any third party without prior written consent. The Receiving Party shall take all reasonable measures to protect the Confidential Information, including those used for its own similar information.

12.2    The Receiving Party shall limit access to Confidential Information to its employees, contractors, professional advisors, Affiliates, and entities controlled by it (collectively, “Personnel”) on a need-to-know basis. It shall inform them of the information’s confidential nature and ensure they are bound by obligations as restrictive as those in the Agreement. The Receiving Party is fully responsible for any confidentiality breaches by its Personnel.

12.3    All Confidential Information remains the exclusive property of the Disclosing Party. No licenses or rights to patents, trade secrets, copyrights, trademarks, or other Intellectual Property Rights are granted.

12.4    The Receiving Party shall promptly notify the Disclosing Party of any unauthorized use, access, or disclosure of Confidential Information. They shall cooperate to regain possession and prevent further unauthorized use or breach.

12.5    Confidentiality obligations contained in the Agreement shall continue to apply for a period of 5 years after termination of the Agreement.

12.6    Upon termination of the Agreement or upon written request by the Disclosing Party, the Receiving Party will:

12.6.1    Cease using the Disclosing Party’s Confidential Information; and

12.6.2    Destroy the Disclosing Party’s Confidential Information (in any form including without limitation, and all copies, notes, summaries, excerpts, or extracts) within 15 calendar days of receipt of request, unless the Receiving Party is required not to do so for compliance with its internal recordkeeping requirements.

12.7    Obligations of confidentiality contained in the Agreement shall not apply:

12.7.1    In the event of a dispute relating to the Agreement; or

12.7.2    In the case of audits performed by public administrations. The Receiving Party may disclose Confidential Information during audits by public administrations to comply with legal obligations or binding orders, but only the required information.

12.8    The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm to the Disclosing Party. Therefore, the Disclosing Party has the right to seek injunctive relief for any violation of this Agreement.

12.9    To enforce the Agreement, a Party may seek all legal remedies, including injunctive relief, to stop the other Party from disclosing Confidential Information.

13.    Personal Data

13.1    In principle, Deltrian does not process personal data except for common business contact details of the Parties’ representatives, according to its Privacy Policy (Privacy Policy – Deltrian INTERNATIONAL). Therefore, unless otherwise agreed by the Parties, Deltrian does not process personal data on behalf of the Customer and shall bear no responsibility for personal data sent by the Customer to Deltrian.

13.2    Should Deltrian process personal data on behalf and under the instructions of the Customer, the rights and obligations of the Parties with regards to the processing of personal data shall be exclusively governed by the provisions of the Data Processing Agreement (“DPA”). In case of contradiction between the provisions of the Agreement and the DPA, the latter shall prevail.

14.    Intellectual property

14.1    All pre-existing and independently developed Intellectual Property Rights will remain the exclusive property of the respective Party that owned it. Unless otherwise agreed in writing, nothing in this Agreement can be interpreted as a transfer or a license on one or more Intellectual Property Right of a Party to the other Party.

14.2    Any assignment or license of Intellectual Property Rights from Deltrian to the Customer will only take effect upon full payment of all amounts due by the Customer as per the order form.

14.3    Deltrian holds and retains all the rights, titles and property in the Products, Services, Creations and deliverables. The Agreement, and any delivery, sale, transfer of ownership or payment thereof, shall transfer to the Customer any Intellectual Property Rights relating thereto, which shall remain the exclusive property of Deltrian or its licensors during and after the term of the Agreement to the only extent that what is necessary to the full execution of the order form.

14.4    Deltrian hereby grants to the Customer:

14.4.1    A non-exclusive, royalty-free, worldwide, perpetual, non- transferable, revocable license to use and copy the Creations in accordance with the Agreement for the Customer’s internal business purposes; and

14.4.2    A non-exclusive, royalty-free, worldwide, non-transferable, revocable license for the duration of the Agreement to use the Products or Services in accordance with the Agreement for the Customer’s internal business purposes.

15.    Indemnity

15.1    Each Party shall indemnify, defend and hold the other Party harmless from and against any third-party claim arising out or in connection with any breach or misappropriation of that third-party Intellectual Property Rights (hereafter a “Claim“). The indemnifying Party will pay those costs and damages finally awarded or settled against the other Party based on such Claim, provided that:

15.1.1    The other Party promptly notifies the indemnifying Party in writing of such Claim;

15.1.2    The indemnifying Party has sole control of, and the other Party reasonably cooperates in all respects in the defence of each such Claim and all related settlement negotiations;

15.1.3    The other Party does not make any admission or disclosure or otherwise take any action prejudicial to the indemnifying Party in the defence of such Claim; and

15.1.4    Claim does not relate to any act or omission of the Customer, including notably, without limiting to, a change in the Products, Services and/or deliverables, a combination of the Products, Services and/or deliverables with other materials, products or software not developed and supplied by Deltrian, or failure to install an update where installation would have removed the cause of the infringement, or any breach of this Agreement by the Customer.

16.    Delivery

16.1    Deltrian will make reasonable efforts to provide the Products and Services within the agreed timeframes. However, the Parties acknowledge that exact completion times cannot be guaranteed, and the specified timeframes are indicative, unless otherwise agreed in writing. Delay in the provision of the Products or Services shall not give rise to a right to terminate the Agreement, nor to an obligation on the part of Deltrian to pay compensation to the Customer.

16.2    In order for a deadline to be binding, the binding nature of this deadline must be clearly specified as such on the order form and accepted in advance and in writing by Deltrian. In this case, if Deltrian does not meet the deadline, the Customer may obtain compensation for the loss it has actually suffered and for which it provides proof, provided that the amount of this compensation does not exceed 10% of the total price of the order. The deadline only starts from the date on which Deltrian receives all the elements and information necessary for the performance of the order.

16.3    Any delay attributable to the Customer at the beginning of, or during the supply process will result in an extension of the deadline. Deltrian shall not be liable for any delay in the execution of the order if the Customer, with Deltrian’s consent, makes changes to the order after the order form has been signed or validated. Deltrian may charge an additional price if the Customer requests that all or part of the order be executed within a shorter period than the usual or agreed deadline.

16.4    When a binding deadline is accepted by Deltrian, Deltrian shall no longer be bound by this deadline in the following circumstances: (i) the occurrence of Force Majeure, (ii) non-compliance with payment terms by the Customer, (iii) in case of a modification of the order form as agreed between the Parties, and (iv) any delay attributable to the Customer, e.g. for the provision of information requested by Deltrian.

16.5     Deltrian may, upon agreement with the Customer, maintain Products dedicated to the Customer at Deltrian’s premises on a consignment basis, which may be subject to separate invoicing, unless otherwise agreed upon in writing. Such Products shall remain the exclusive property of Deltrian until paid for by the Customer, at which time ownership and title of such Products shall transfer to the Customer.

16.6     Delivery modalities, estimated delivery times, delivery costs and applicable Incoterms, where relevant, are indicated during the online ordering process or in Deltrian’s written Acceptance. The Customer is solely responsible for ensuring that the Products or Services may be lawfully imported, purchased, installed, used and, where applicable, resold in the country of destination, and for all import formalities, customs duties, local taxes, authorizations, certifications and destination-country regulatory requirements, unless expressly agreed otherwise in writing. Deltrian may refuse, suspend or cancel any order where the order, delivery, export, import, use or resale of the Products or Services may breach applicable law, export controls, sanctions, customs rules or product regulatory requirements.

17.    No Warranty

17.1    Deltrian provides the Products and Services “as is” without any warranties, express, implied, statutory, or otherwise. Except as stated in this Agreement, all warranties, including those of quality, fitness for a particular purpose, non-infringement, and any arising from business use, are excluded to the fullest extent permitted by law.

18.    Suspension

18.1    Deltrian is entitled to suspend the Services in whole or in part, with immediate effect, in emergency situations where the Customer jeopardizes or threatens to jeopardize Deltrian’s rights and/or provision of services to its other customers.

18.2    Deltrian is entitled to suspend the Services in whole or in part, with immediate effect, in the event of adverse conditions that could compromise the safety or effectiveness of the work, including but not limited to bad weather.

18.3    Deltrian is entitled to suspend the Services in whole or in part, with immediate effect and without court intervention, if the Customer fails to comply with one or more of the obligations under the Agreement, including notably without limiting to payment of Deltrian’s invoices, and fails to cure such breach within a period of 15 calendar days following notification by Deltrian.

18.4    Any suspension of the Services will be notified by Deltrian as soon as reasonably possible and, where feasible, in advance.

19.    Non-Solicitation

19.1    During the Agreement and for a period of 12 months after its termination, the Customer shall not, in any way, through any means, directly or indirectly, solicit or recruit any staff, employee, collaborators, agents, representatives, or subcontractors (“Solicited Person”) of Deltrian, except through general recruitment ads. Breaching this obligation will result in a minimum compensation of the yearly net compensation of the Solicited Person at the time of termination of the employment contract or company agreement, excluding fringe benefits under the employment contract and employer’s contributions, without prejudice to further claims if the damage exceeds this amount.

20.    Online orders

20.1    Online order process and Acceptance. An online order is submitted by completing the ordering process on the Website, reviewing the order details, accepting the applicable GTC and Specific Terms and Conditions where prompted, and confirming submission of the order. The Customer may correct input errors before submitting the order and is responsible for verifying the accuracy and completeness of the order. Any automatic email, webpage confirmation, order summary or acknowledgement sent after submission of an order through the Website only acknowledges receipt and does not constitute Deltrian’s Acceptance, unless expressly stated otherwise. The order becomes binding on Deltrian only upon Deltrian’s written Acceptance, including by email, order confirmation, accepted order form or equivalent written confirmation. Deltrian may refuse or not process any order in accordance with the Agreement, including in case of stock unavailability, technical error, pricing error, incomplete information, credit or payment risk, suspected fraud, export restriction or other legitimate reason.

20.2    Online information and Customer review. Before submitting an order through the Website, the Customer will be given access, where relevant, to Deltrian’s identity and contact details, the main characteristics of the Products or Services, the applicable price or pricing method, taxes and costs, available payment methods and timing, delivery or performance terms, technical order steps, error-correction tools, applicable GTC and Specific Terms and Conditions, available contract languages and promotional conditions. The Customer is responsible for reviewing such information before submitting the order and for assessing whether the Products or Services meet its professional needs.

20.3    Electronic acceptance, versioning and evidence. The Customer’s acceptance of the GTC and any applicable Specific Terms and Conditions may be evidenced by ticking a box, clicking a confirmation button, using an electronic signature process, submitting an order or continuing the online ordering process after access to the applicable terms. Deltrian may retain electronic records of the ordering process, including account details, order data, acceptance logs, timestamps, IP address, applicable GTC version, order confirmation, payment status, invoice and related communications. Such records constitute admissible evidence of the order, the Customer’s acceptance and the content of the Agreement, unless the Customer provides clear evidence to the contrary. The applicable GTC version is the version made available to the Customer at the time of order submission, unless Deltrian’s written Acceptance expressly provides otherwise.

20.4    Customer account. Where online orders are placed through a Customer account, the Customer is responsible for its credentials and user access rights. Any order, instruction, approval or communication made through the Customer’s account or credentials is deemed made by an authorized representative of the Customer, unless unauthorized access was previously notified to Deltrian in writing and Deltrian had reasonable time to act. The Customer shall immediately notify Deltrian of suspected or actual unauthorized use of its account, credentials or ordering tools. Deltrian is not liable for orders placed before such notification, except in case of Deltrian’s fraud, wilful misconduct or gross negligence.

20.5    Manifest errors and Website availability. Deltrian is not bound by any order affected by a manifest error, including obvious pricing, Product description, stock, calculation, currency, payment-processing, technical or system errors. Deltrian may cancel the affected order or propose corrected terms; if the Customer refuses them, the order is cancelled without liability for Deltrian, except for refund of any amount received for the cancelled order. Deltrian may modify, suspend, restrict or discontinue access to all or part of the Website, customer accounts or online ordering tools for maintenance, security, operational, technical or legal reasons. Deltrian uses reasonable efforts to maintain Website availability and security but does not warrant uninterrupted, error-free or permanent access. The Customer shall not misuse, overload, disrupt, reverse engineer, bypass security measures, introduce malicious code or otherwise compromise the Website or Deltrian systems.

20.6    Order documents, language and promotions. After submission of an online order, Deltrian may provide the Customer with an order summary or acknowledgement by email or through the Customer account. The Customer is responsible for retaining the order summary, Deltrian’s written Acceptance, the applicable GTC, any Specific Terms and Conditions, invoices and related contractual documents. Unless expressly made available through a customer account or confirmed by Deltrian in writing, Deltrian does not guarantee permanent online access to the concluded Agreement or historical order documentation. The Agreement may be concluded in the language used in the relevant order form, quotation, order confirmation or invoice. The Agreement may be made available in several languages for convenience. In case of discrepancy between language versions, the English version prevails, unless the relevant order form expressly provides otherwise. Any promotional offer, discount, campaign, voucher or similar commercial communication made through the Website is subject to its stated conditions, including eligibility, duration, territory, applicable Products or Services, minimum order value and exclusions. Unless expressly stated otherwise, promotions are not cumulative, may be withdrawn or modified before Deltrian’s Acceptance, and do not apply retroactively to accepted orders.

20.7    No withdrawal. As online orders are reserved for professional Customers, the Customer has no consumer right of withdrawal, cooling-off period or similar cancellation right, unless mandatory law or Deltrian’s prior written agreement provides otherwise. Any cancellation, return, exchange or modification of an order requires Deltrian’s prior written approval and does not suspend payment obligations. Products may not be returned without Deltrian’s prior written authorization and must comply with Deltrian’s return instructions. Returns are made at the Customer’s cost and risk unless agreed otherwise in writing or required by mandatory law. Deltrian may refuse any unauthorized, improperly packaged, incomplete, damaged, used, altered, custom-made, specially ordered or non-resalable Product. Products manufactured, adapted, configured, reserved, imported or specifically ordered for the Customer may not be cancelled, returned or refunded, except in case of Deltrian’s material breach, wilful misconduct or gross negligence, or mandatory law. The Customer shall reimburse all related costs, expenses, work-in-progress, production, procurement, storage, transport and administrative costs, without prejudice to Deltrian’s other remedies under the Agreement.

21.    Subcontracting

21.1    Deltrian may subcontract all or part of the provision of the Products and Services to subcontractors. Affiliates shall never be considered as subcontractors for the purposes of the Agreement.

21.2    Deltrian remains fully liable to the Customer for the provision of the Products and Services and compliance with other obligations under the Agreement.

22.    Publicity

22.1    The Customer authorizes Deltrian to mention the Customer as a client and use the Customer’s name and logo in its reference list and on its website.

22.2    Deltrian will promptly cease to indicate that the Customer is one of its customers and to use the Customer’s name and logo upon the Customer’s first written request.

23.    Force majeure

23.1    In the event of occurrence of Force Majeure affecting any obligation of a Party, this Party is required to notify the other as soon as it becomes aware of it.

23.2    Such notification must indicate the nature, the starting date, the presumed end date and the presumed impact of the Force Majeure or other cause of exoneration on the performance of this Party’s obligations. As soon as the event has ended, the Party whose obligations have been affected must notify the other Party without delay of the precise end date of that event and its actual impact on performance and attach to it the elements of proof thereof.

23.3    If Deltrian cannot perform its obligations due to Force Majeure, the Agreement’s performance will be suspended. This suspension will automatically extend all deadlines by the number of days equal to the suspension period. Such suspension does not prevent the Customer from fulfilling its payment obligations.

23.4    If the suspension of the performance of this Agreement due to Force Majeure lasts for more than 60 calendar days, each Party may terminate the Agreement by operation of law and without compensation, by written notice to the other Party.

24.    Hardship

24.1    If, due to circumstances beyond Deltrian’s control, the performance of its obligations cannot be continued or is made more onerous or difficult, the Parties agree to negotiate in good faith an adjustment of the contractual conditions within a reasonable period of time to restore the balance. If no agreement is reached within a reasonable period of time, either Party may invoke the termination of the Agreement without compensation or indemnity of any kind.

25.    Miscellaneous

25.1    Independence. This Agreement does not create any authority or subordination link between the Parties and is not a contract of employment and does not establish any joint venture, association, or commercial partnership. Deltrian will provide the Products and the Services independently. Each Party must comply with applicable legal provisions, including tax and social security regulations with regard to the administration of its personnel.

25.2    Assignment. Deltrian has the right to assign the Agreement in whole or in part as well as the rights and obligations arising from it without the Customer’s written consent. The Customer does not have the right to assign the Agreement in whole or in part as well as the rights and obligations arising from it without Deltrian’s written consent.

25.3    Entire Agreement. Provisions of the Agreement, its appendixes and the order form constitute the full text of the Agreement between the Parties having the same object. It supersedes all other agreements, proposals, offers or declarations of intent previously made by the Parties, as well as any other communication between the Parties regarding the Agreement.

25.4    Modifications. Any adaptation or modification to the Agreement shall be binding only if such adaptation or modification has been made in writing and has been expressly approved in writing by both Parties.

25.5    Survival. Parties agree that the following provisions shall continue to apply even after the termination of this Agreement: Payment, Confidentiality, Publicity, Intellectual Property, Non-solicitation, Liability, Performance, Personal data, Governing law and Jurisdiction.

25.6    No waiver. Any waiver of rights or interests under this Agreement must be explicitly done in writing. Failure to assert a right or insist on compliance does not constitute a waiver or acceptance of a breach.

25.7    Severability. The invalidity or unenforceability of any provision of the Agreement does not affect the validity of the remaining provisions unless the invalid provision was crucial for one Party to enter into the Agreement. Any invalid or inapplicable provision will remain in force to the maximum extent permitted by law, and the Parties will replace it with a provision of equivalent economic effect.

25.8    Notices. Unless the Agreement requires a registered letter, any notification is valid if made by hand delivery with a signed receipt or email with confirmation, or registered letter to the addresses mentioned in the Agreement. Each Party must inform the other of any address changes during the Agreement term.

25.9    Governing Law. The Agreement will be governed by and interpreted according to the law of the country where the Service Provider entity that signed the order form is established, without reference to its conflict of laws rules. No effect shall be given to any other choice of law or to any conflict-of-laws rules or provisions that would result in the application of the laws of any country other than the law of the country where the Service Provider entity that signed the order form is established.

25.10             Jurisdiction. All disputes arising from or in connection with the Agreement will be settled definitively by the courts and tribunals of the country where the Service Provider entity that signed the order form is established. Notwithstanding the preceding, either Party may validly bring any proceedings for provisional or protective measures or injunctions before any court of competent jurisdiction.

25.11             Electronic Signature. The Parties acknowledge and agree that the Agreement may be fully and validly executed by electronic signature (e.g. DocuSign).