1. Scope of Application:

All commercial transactions between SERVACO NV (hereinafter “SERVACO”) and the customer are governed by these general terms and conditions. These terms and conditions automatically take precedence over any purchase or other conditions of the customer, even if they stipulate that they alone apply. The possible nullity of one or more provisions of these general terms and conditions does not affect the applicability of all other clauses. SERVACO reserves the right to amend the provisions of these general terms and conditions.

2. Placing and Processing an Order:

1° Any offer or quotation from SERVACO is entirely non-binding and valid for a maximum of one month. Special conditions agreed for a single order do not automatically apply to subsequent orders and can never be regarded as a modification of these general terms and conditions.

2° An agreement is only concluded after written or electronic confirmation of the order by SERVACO or if SERVACO proceeds with the execution of the order, in which case no written confirmation is required. Orders placed by telephone must be confirmed in writing by the customer, unless SERVACO itself sends an order confirmation, which will count as a binding acceptance of the order. The submission of a sample by the customer with their customer information constitutes an order placement.

3° Requests for additional services concerning samples already transferred to the laboratory are treated as new orders and may lead to a corresponding adjustment of the delivery date. SERVACO is entitled to charge management and administration costs for requests concerning additional and/or modified services for an ongoing order. SERVACO may, without prior customer consent, carry out and invoice additional analyses (e.g. extra samplings) as additional work if necessary to produce a meaningful report.

3. Price and Payment:

In Belgium, SERVACO’s prices (unless stated otherwise) are exclusive of VAT, transport, insurance, and administration costs.

Unless otherwise specified on the invoice, invoices are payable in euros at SERVACO’s registered office, net, within 30 days from the invoice date. A cash discount is only granted if explicitly agreed in advance.

Any invoice amount not paid in full by the due date will automatically and without prior notice be increased by interest of 1% per month, with each started month counting as a full month, and a flat-rate fee of 15% of the outstanding amount, with a minimum of EUR 125, without prejudice to the right to claim higher proven damages by SERVACO.

If the customer fails to pay one or more outstanding claims owed to SERVACO, SERVACO may suspend all services and/or cancel unexecuted orders, either permanently or until all outstanding accounts have been fully settled. Non-payment of an invoice on the due date, as well as any applicable interest and penalties, renders all other invoices immediately due, even if not yet matured, and nullifies any previously granted payment terms. The same applies in the event of imminent bankruptcy, judicial or amicable dissolution, application for judicial reorganization, suspension of payment, takeover of the majority of the customer's shares, or any other indication of potential impairment of the customer's solvency. Unconditional payment of part of an invoiced amount constitutes acceptance of the invoice. Payments are always accepted under all reservations and without any adverse acknowledgment, and are first allocated to possible legal costs, then overdue interest, then penalties, and finally to the principal sum. SERVACO may offset reciprocal, established, and due claims and debts between itself (or its sister and subsidiary companies) and the customer up to the lower amount.

4. Delivery of Samples or Materials:

1° Unless explicitly agreed otherwise, the customer is responsible for delivering samples or materials at their own expense. Samples must be in a condition that allows for the reporting or analysis to proceed without issues. SERVACO may conduct a preliminary inspection of the condition of the samples or materials before processing or reporting. The costs of this inspection are borne by the customer if the samples or materials are found non-compliant. If the inspection reveals that analysis is not possible or only possible under less favorable conditions than originally foreseen – e.g., contamination, mixing, material degradation – SERVACO is entitled to cancel or suspend the order, with all costs incurred to that point charged to the customer.

2° The customer must ensure that no sample poses a danger at their premises, during transport, or at SERVACO’s laboratory or elsewhere, including to SERVACO’s buildings, instruments, or staff. The customer is responsible for complying with hazardous waste regulations, particularly regarding information, transport, and disposal, and must provide SERVACO with timely and accurate safety and health information about the sample (e.g., known or suspected toxic or polluting substances, potential risks to SERVACO’s buildings, instruments, or staff). The customer is liable for, and shall indemnify SERVACO on first request for, all costs, damages, obligations, and injuries to SERVACO or its staff arising from the handling of the customer's sample or sampling conditions. The customer is responsible for all costs related to the disposal and treatment of hazardous waste resulting from the sample, regardless of whether it is officially classified as such.

3° Unless otherwise agreed, all samples become the property of SERVACO. SERVACO may dispose of or destroy samples immediately after analysis, unless explicitly agreed otherwise. If the customer requests the storage or return of samples, this is always at the customer's cost and risk.

5. Liability:

1° Orders are executed according to the terms, techniques, and methods developed and generally applied by SERVACO at the time of execution. Results may not always be entirely accurate and/or relevant. Analyses, interpretations, assessments, advice, and conclusions are prepared in accordance with sector-specific standards of care. SERVACO's services constitute a best-efforts obligation. Customers must verify results, interpretations, assessments, and conclusions if they wish to rely on them for important decisions, at their own risk.

2° Reports prepared by SERVACO may only be used for the purposes specifically outlined in the report. SERVACO assumes no liability for the contents of its reports if used for purposes other than those for which the report was prepared. The report is indivisible and may not be used in parts. It refers only to the sample analyzed by SERVACO. SERVACO cannot be held liable if the sampling plan and/or analysis scope proves to be insufficient or inadequate.

3° The customer is responsible for the proper delivery of samples or materials to SERVACO. SERVACO is not liable for damage to samples occurring during transport or at any site where services are provided. The customer is always responsible for ensuring the safety, packaging, and insurance of the sample from dispatch until delivery to SERVACO's laboratory. SERVACO will handle and store samples in accordance with applicable standards of care but cannot be held liable for loss or destruction of samples, even after receipt at its laboratories.

4° The customer declares and guarantees that all samples sent to SERVACO for analysis are safe and stable. The provisions of Article 4,2° apply.

5° Unless explicitly agreed otherwise, the contractual relationship is solely between the customer and SERVACO. No third-party beneficiaries or transferable liabilities arise from any order, and the customer shall indemnify and hold SERVACO harmless from any third-party claims for damages related in any way to the customer or the customer’s order. SERVACO can only be held liable for proven direct damage caused by SERVACO’s gross negligence and/or willful misconduct in the execution of an order. Claims must be submitted by the customer no later than one month after the date of the relevant analytical report, or within eight days of receipt of the invoice. SERVACO shall never be liable for any indirect, direct, or consequential damages (including but not limited to: business losses, revenue loss, goodwill, business opportunities, moral damages, etc.) suffered by the customer or third parties. SERVACO’s total liability is in any case limited to an amount equal to ten times the invoiced and paid price of the relevant report.

6° The customer has a duty to mitigate damage. If the customer intends to make a decision or take action based on a SERVACO report involving a potential risk, cost, or investment exceeding EUR 25,000.00, the customer must inform SERVACO and allow SERVACO the opportunity to double-check the test results, either free of charge or for a fee, possibly by requesting additional samples. If the customer fails to follow these guidelines, they forfeit any right to compensation from SERVACO.

7° Stated lead times are purely indicative. Delays in execution can never lead to penalties, compensation, or dissolution of the agreement at SERVACO’s expense. Changes to the order nullify any agreed delivery terms.

6a. Confidentiality and Use of Analysis Results:

Analysis results are prepared exclusively for the customer's use and may not be disclosed to third parties for any purpose without SERVACO’s prior written consent. Analysis results may not be published or exploited without SERVACO’s prior written consent. Any disclosure is the sole responsibility of the customer, who shall indemnify SERVACO for all consequences and/or third-party claims based on the disclosed results or reliance thereon.

6b. Confidentiality of Clients, Sources, and Reporting Obligations:

SERVACO shall treat all information obtained or created for customers confidentially at all times. If SERVACO is legally required to report, the customer will always be informed before any reports or information are passed on to official/competent authorities. Information about the customer obtained through sources other than the customer (e.g., a complainant, regulatory authorities) will be kept confidential between the customer and the laboratory. SERVACO will keep the identity of the source confidential and will not share it with the customer unless the source consents.

7. Personal Data:

SERVACO may store personal data provided by the customer in an automated database. These data will be processed in accordance with GDPR regulations. The customer may request access, correction, or deletion of their data at any time, by submitting a request with proof of identity to NV Servaco, Vlamingstraat 19, 8560 Wevelgem, or via email at info@servaco.be. Data will be stored only as long as necessary for the customer relationship. SERVACO takes all technical and organizational measures to ensure the confidentiality of the data at all times. Questions or complaints regarding data processing may be addressed to the Data Protection Authority.

8. Disputes and Applicable Law:

All disputes arising from these general terms and conditions or from any agreement between SERVACO and the customer fall under the exclusive jurisdiction of the courts of Kortrijk. Belgian law applies.