General terms and conditions

Article 0. Framework.
The client/customer/principal contracts exclusively with Scientia Terrae VZW (KBO BE0476.082.235). Only Scientia Terrae VZW is responsible for the actions (or omissions) of its directors and appointees and, where applicable, for the goods it delivers. Only Scientia Terrae VZW has or will have any obligation towards the client/customer/principal or any other person with regard to the services/goods it provides. The client/customer/principal agrees not to bring or have brought any claim against any person other than Scientia Terrae VZW in relation to these services/goods, particularly against its directors and/or appointees and/or auxiliary persons. For the sake of clarity, the parties specify that an auxiliary person shall be considered to be any person, in the first or subsequent degree, who is charged with the full or partial execution of an agreement concluded between the parties and who is not themselves a contracting party to the agreement, such as (without limitation) subcontractors, freelancers, employees, directors, officers, and appointees. These general terms and conditions also apply to all persons involved in the performance of the assignment and/or on whom any liability rests or could rest in connection therewith in any way.

Article 1. Quotations - Order Confirmations. Our quotations and order confirmations are valid for 30 days, unless we choose to execute them nonetheless.

Article 2. Delivery Term. Given the specialized and exceptional nature of our services, delivery terms are by definition non-binding and are  provided for indicative purposes only. As such, any delay shall under no circumstances entitle the client/customer/principal to claim damages or to terminate the agreement. This does not prevent us from striving to meet indicated deadlines diligently (obligation of means).

Article 3. Place of Delivery - Risk. 3.1. All deliveries and services are deemed to have been made at our place of business . Delivery is validly effected by making the sold goods and rendered services available to the client/customer/principal at our premises. 3.2. Any risks are borne by the client/customer/principal once goods/services have been put at his disposal, even in cases involving free delivery or transport arranged by us.

Article 4. Returnable Packaging Items. If goods are delivered on pallets, in invoiced or any other returnable packaging items, the deposit amount will also be invoiced to the client/customer/principal. The deposit will only be credited if the returnable packaging is returned to our place of business carriage paid, in good condition and unused for any other purpose. At our discretion, the deposit may either be reimbursed or offset against any claim we may have against the client/customer/principal, including principal amount, liquidated damages, interests and costs, even if such claim is not yet due.

Article 5. Samples - Analyses. 5.1. The client/customer/principal is responsible for the correct delivery of samples. The transport of samples, including all directly and indirectly related costs, shall be entirely at the expense and risk of the client/customer/principal who must take particular care, especially with regard to (bio)safety, packaging, customs and other formalities and insurance of/for the samples. 5.2. We take the necessary precautions to handle and store the samples, but accept no liability for the total or partial loss or destruction of samples. The client/customer/principal is therefore advised to always provide sufficient backup samples. 5.3. The client/customer/principal shall always guarantee the stability and safety of the samples. Any statements made by the client/customer/principal in this regard, whether explicit or implicit, shall in no way limit or negate this guarantee. If the samples pose any risks (even minor ones), the client/customer/principal must inform us of this in writing in advance and must take all possible measures to guarantee (bio)safety and health protection. 5.4. In any case, we do not accept any liability if the client/customer/principal fails to comply with the above-mentioned obligations/guarantees. In such cases, the client/customer/principal shall be required to compensate all direct and indirect damages and shall indemnify us against any claims that may be brought against us.

Article 6. Complaints - Limitation of Liability. 6.1. Any complaints regarding the quantity, nature, condition, quality and conformity of our deliveries/services must, under penalty of forfeiture, be made at the time of acceptance and confirmed to us by registered letter within 5 days of receipt. Complaints concerning hidden defects must, under penalty of forfeiture, be confirmed to us by registered letter no later than 8 days after discovery and in any case no later than 6 months after delivery. Under no circumstances shall a complaint justify the suspension, in whole or in part, of payment. 6.2. Our liability is in any case doubly limited, on the one hand (1) to a maximum of 100% of the agreed value of the deliveries and to 40% of the agreed value of the services, with the exclusion of any other compensation for direct or indirect damages, such as, among others, damage to persons, animals, goods and crops of the client/customer/principal or third parties and, on the other hand (2) to the amounts paid out and covered by our insurers. This double limitation applies to the total of all claims by the client/customer/principal and any third parties. 6.3. When conducting contract research, we operate strictly in accordance with the instructions of the client/customer/principal, under their responsibility and without any liability on our part for any flawed design/flawed instructions. When carrying out work based on specifications, we follow those specifications to the extent possible and under the responsibility of the client/customer/principal, again without any liability for flawed designs or flawed instructions.  This is subject to mandatory legal provisions to the contrary. 6.4. The exclusions and limitations of liability and indemnity contained in these terms and conditions are also stipulated for the benefit of our appointees and of all those engaged by us for the (full or partial) execution of the cooperation. 6.5. The statutory provisions on non-contractual liability shall, to the extent legally permitted, not apply between the contracting parties, nor between a contracting party and an auxiliary person of the other contracting party. 6.6. The client/customer/principal undertakes to include the liability limitations set out in these general terms and conditions in all agreements it enters into with third parties involved in any way with the products and services delivered by us. In the event of non-compliance with this provision, the client/customer/principal undertakes to fully indemnify and compensate us for all resulting damages upon first request.

Article 7. Payment. 7.1. Unless otherwise agreed in writing, our invoices are payable in cash at our place of business. Any exchange rate risks and bank charges are to be borne solely by the client/customer/principal, who shall reimburse and indemnify us accordingly. 7.2. Unless expressly agreed otherwise in writing, our representatives or agents are not authorized to receive any payments on our behalf.

Article 8. Non-Payment. For any amounts not paid by the client/customer/principal on the due date, a late payment interest of 1% per month shall be due by operation of law and without prior notice of default, whereby each commenced month shall count as a full month. In addition, in the event of late payment, the client/customer/principal shall owe fixed compensation for damages, set at 15% of the invoice amount with a minimum of €250.00.  We also reserve the right to claim compensation for the actual damages incurred. The non-payment of a single invoice on its due date shall render all our other invoices, even those not yet due, immediately and automatically payable without notice of default.

Article. 9. Set-Off. Unless expressly agreed otherwise in writing, all claims involving the same client/customer/principal, regardless of their legal nature or associated conditions, shall be deemed part of a single agreement, under which the mutual obligations continuously offset each other.

Article 10. Obligations. 10.1. We do not undertake any obligation to achieve a specific result. All our obligations shall be deemed obligations of means. 10.2. Any commitments made by our representatives or agents outside the scope of these terms and conditions shall only binding upon us if expressly accepted in writing by our management. 10.3. Unless explicitly stated otherwise, our analyses, research results, and all our deliverables - interpreted in the broadest possible sense - are provided for informational purposes only and do not constitute any commitment, agreement or liability on our part. However, our working methods are based on many years of practical experience and research. We expressly advise the client/customer/principal that it is both prudent and considered best (and necessary) practice to always conduct small-scale, cautious, and sufficiently frequent tests in real-life conditions prior to implementing any new applications that rely wholly or partially on our deliverables (goods and services).

Article 11. Breach of Contract. If the client/customer/principal fails to fulfill their obligations, the collaboration shall be deemed automatically terminated at the client/customer/principal’s expense, by operation of law and without prior notice of default. Compensation for the client/customer/principal’s breach of contract is fixed at 15% of the total contract value, with a minimum of €500.00, without prejudice to any legal fees incurred. We reserve the right to pursue specific performance and/or to claim actual damages as well. Any breach of contract by the client/customer/principal shall also entitle us to suspend the execution of any outstanding deliveries and/or services -  urgent or otherwise - even without prior warning.

Article 12. Creditworthiness. If our confidence in the creditworthiness of the client/customer/principal is impaired -  due to, among other things, enforcement measures taken against the client/customer/principal or any other identifiable reason - we reserve the right to suspend all or part of the order, even if goods have already been wholly or partially dispatched and/or services wholly or partially rendered, until the client/customer/principal provides adequate guarantees ensuring the proper fulfillment of all their obligations. In the event the client/customer/principal refuses to comply, this shall constitute a breach of contract by the client/customer/principal as defined in Article 11, and all provisions of that article shall apply in full.

Article 13. Retention of Title. All goods and (products resulting from our) services shall remain our property until full payment has been received of the principal amount, contractual penalties, interest, and costs. All risks are borne by the client/customer/principal. Any advance payments made shall remain acquired by us as compensation, including for potential losses upon resale. In the event the client/customer/principal sells or processes the goods, all claims arising from such resale are hereby assigned to us. The client/customer/principal undertakes to formally notify their counterparty of this assignment and to provide us with a copy of that notification.

Article 14. Reference. Notwithstanding the provisions of Article 18, we reserve the right to communicate - at our sole discretion - internally and externally regarding the cooperation with the client/customer/principal, including through all possible forms of marketing or promotional communication. The client/customer/principal gives us unconditional permission to produce any necessary photographs and audiovisual material for this purpose and agrees to cooperate fully in this regard.

Article 15. Intellectual Property ("IP") Rights. 15.1. For the purposes of this agreement, IP means all intellectual property rights in the broadest possible sense, including but not limited to patents, copyrights, designs, trademarks, and know-how, whether or not registered. 15.2. IP that belongs to a party prior to or independently of the cooperation and that is introduced or disclosed to the other party in the context of the cooperation (hereinafter referred to as "Background IP"), shall remain the property of the disclosing party. It is agreed that the use of Background IP shall be limited to what is necessary and useful for the cooperation. 15.3. Unless expressly agreed otherwise, IP created in the course of or as a result of the cooperation - for example through the improvement and/or modification of Background IP by us -(hereinafter referred to as "Foreground IP") shall exclusively belong to us. 15.4. The client/customer/principal is entitled to use the (test) results, conclusions, advice or findings derived from our deliveries and services for internal use only and exclusively within the intended scope of the cooperation. Our name may only be used for this purpose subject to our prior explicit written consent. 15.5. Our IP is never transferred. Subject to our explicit prior consent, a limited and non-transferable right of use of our IP may be granted to the client/customer/principal. 15.6. If, in the course of the cooperation, we are required to use IP that does not belong to the client/customer/principal, the client/customer/principal guarantees that the cooperation will not infringe upon any such rights, and the client/customer/principal shall indemnify us against any and all third-party claims in this regard. 15.7. The client/customer/principal hereby grants us unconditional permission to use, in the broadest possible sense, any data resulting from research or analyses. Unless explicitly agreed otherwise, we shall retain all IP rights to any materials or results generated based on such data.

Article 16. Non-solicitation of personnel. Except with our express prior written consent, the client/customer/principal is prohibited from directly or indirectly entering into any contractual relationship with any of our personnel or with the personnel of our affiliated legal entities during the term of our cooperation and for a period of 24 months following the end of our most recent cooperation. This prohibition applies regardless of whether such personnel are employed or are engaged on a self-employed basis (including through a legal entity) by us or by our affiliated legal entities. In the event of a breach of this provision, the client/customer/principal shall, by operation of law and without prior notice of default, owe a fixed compensation calculated as follows: for employees: an amount equal to the total gross remuneration (excluding employer contributions) paid to each solicited employee during the 12 months preceding the solicitation and/or for our self-employed personnel (whether or not through a legal entity): an amount equal to the total of the invoices issued by the solicited individual to us or to our affiliated legal entities during the 24 months preceding the solicitation (excl. VAT), without prejudice to our right to claim compensation for the actual damages suffered. If the solicited individual was engaged for less than 12 months (in the case of employees) and 24 months (in the case of self-employed personnel (whether or not through a legal entity)), the average monthly compensation for the actual period of engagement shall be calculated and then multiplied by 12 (for employees) and/or 24 (for self-employed contractors), respectively. For the purposes of this article, the term ‘client/customer/principal’ shall also include all natural or legal persons affiliated with the client/customer/principal. This article also applies as a clause for the benefit of our affiliated legal entities, who shall acquire their own right of recourse under this clause against the client/customer/principal.

Article 17. Non-solicitation of Customers. The client/customer/principal who engages, in whole or in part, in the same or similar activities as ours and/or those of our affiliated legal entities, or who operates in the same sector, shall refrain - both during the term of the collaboration and for a period of 24 months following its termination - from actively approaching or soliciting our customers or those of our affiliated legal entities. In the event of a breach of this provision, the client/customer/principal shall, automatically and without prior notice of default, owe a fixed compensation equal to the total amount invoiced (excluding VAT) by the client/customer/principal to the solicited clients during the three years preceding the solicitation, without prejudice to our right to prove and claim the actual damages suffered. The date of the first service provided by the client/customer/principal to the solicited client shall serve as the reference point of the calculation. For the purposes of this article, ‘client/customer/principal’ shall also include all natural or legal persons affiliated with the client/customer/principal. This article also applies as a clause in favour of our affiliated legal entities, which shall acquire an independent right of action against the client/customer/principal under this article.

Article 18. Confidentiality. None of our products - interpreted in the broadest possible sense - may be disclosed to the public without our prior consent, which shall not be deemed granted through general or non-specific language, and subject only to mandatory legal obligations.

Article 19. Reporting and/or Notification Obligation. The detection of certain results in samples and/or the performance of certain services may be subject to a notification obligation to the competent authorities. In this context, reference is made, among others, to the Guidelines pursuant to the Ministerial Decree of 22/01/2004 regarding the modalities for notification obligations within the food chain, published in the Belgian Official Gazette on 13/02/2004 (see also: http://www.favv.be/meldingsplicht/). Prior to any notification, a risk assessment must be conducted regarding the potential impact on - depending on the case - human, animal or plant health. The client/customer/principal is solely responsible for this. The client/customer/principal is responsible for performing the risk assessment, providing all necessary information and issuing clear and timely instructions on what must be done, when and how. If a notification obligation applies, the client/customer/principal guarantees that such notification will be made without delay, and in any event within 48 hours of the initial detection. The client/customer/principal accepts full responsibility for this obligation and shall provide us with evidence that the required legal steps have been taken. More generally, the client/customer/principal always guarantees the timely and correct fulfillment of all reporting and/or notification obligations and the client/customer/principal shall indemnify us against all claims in this regard, including those from public authorities or third parties. The client/customer/principal also agrees to inform us promptly and continuously of any reporting and/or notification obligations and of any actual notifications made. In cases where there is doubt as to whether the client/customer/principal has fulfilled its obligation to notify, we reserve the right to make the notification ourselves to the FASFC (Federal Agency for the Safety of the Food Chain), it being understood that this does not release the client/customer/principal from its own obligations. A notification made in accordance with this Article 19 shall under no circumstances be considered a breach of the confidentiality obligations set forth in Article 18.

Article 20. Jurisdiction - Applicable Law. 20.1. In the event of any dispute, only the courts of our registered office, our place of business, or the domicile/registered office of the client/customer/principal - at our discretion - shall have jurisdiction. In any case, only the Belgian courts shall be competent. 20.2. Only Belgian law shall apply, and no conflict-of-law rule may be invoked in such a way that any law  other than substantive Belgian law would become applicable.

Art. 21. Waiver - Severability - Precedence. 21.1. The failure to enforce one or more provisions of these terms and conditions shall never be considered as a waiver of these conditions by the client/customer/principal. 21.2. The invalidity of one or more articles, or parts thereof, shall not affect the validity of the remaining provisions. If any article or part of an article is found to be invalid, the parties undertake to replace it with a new provision or part that most closely reflects the original intent and effect of the invalid clause. 20.3. Our terms and conditions shall at all times take precedence over those of the client/customer/principal, who, by placing the order, expressly waives the applicability of their own general terms and conditions and agrees not to invoke them.

We expressly draw the client/customer/principal’s attention to the fact that we do not accept any general terms and conditions/purchase terms/procurement terms, regardless of their designation, issued by the client/customer/principal.

Our terms and conditions are valid as of 1 September 2025 and replace all previous versions with immediate effect.