General Sales Conditions
The following General Sales Conditions apply to all transactions for laboratory testing and consulting services between Customer and ResourceFull unless otherwise specified in writing by an officer of ResourceFull:
General sales conditions – version 2026
1. SERVICES.
ResourceFull agrees to deliver services pursuant to the description above (the Project) to the Customer named above (the Customer).
2. TIMING.
The execution of the Project shall commence on the start date mentioned above or on any other data as may be agreed upon by the Parties. ResourceFull targets to finish the Project no later than the delivery date indicated above. However, ResourceFull will not be responsible for delays caused by late or poor delivery of information or test materials by Customer.
3. PAYMENT.
Payment shall be made within thirty (30) days upon receipt by Customer of invoices sent by ResourceFull. 30% pre-payment start-up cost, followed by monthly invoicing based on previous month’s performance. In case of delay, by operation of law and without notice of default, a late payment interest of one (1) percent per month will be charged, as well as a standard fee of ten (10) percent of the unpaid amounts as a compensation for recovery costs.
4. CONFIDENTIALITY.
4.1 Information provided by one of the Parties to the other shall be deemed confidential if it is marked confidential or stated to be confidential within thirty (30) days after its disclosure. Within a period of three (3) years, unless a longer period has been agreed upon elsewhere, the Parties agree to maintain such information confidential, with the same care as they treat their own confidential information and at least with a reasonable care.
4.2 The above obligations of confidentiality shall not apply to information which: (i) was in the possession of the recipient prior to initial receipt hereunder; (ii) is now generally available to the public; (iii) later becomes generally available to the public without breach of this Agreement; (iv) is received without restrictions on its use or secrecy from a third party having the right to disclose such information; (v) the receiving Party can prove to have developed independently of any disclosure hereunder.
4.3 Unless explicitly revoked by the Customer, ResourceFull has the right to use the Customers name and logo as a reference (without details on the project topic).
4.4 Each Party shall comply with applicable data protection legislation, including the GDPR, with respect to any personal data exchanged in connection with this Agreement. Personal data shall only be processed to the extent necessary for the performance of the Project and shall not be retained longer than required for that purpose or as required by law.
5. NON-RECRUITMENT.
The Customer agrees that it will not, without ResourceFull’s prior written consent, employ or sollicit for employment whether directly or indirectly, any person who is employed by or contracted to ResourceFull and who has supplied services to the Customer during the preceding twelve (12) months.
6. SAMPLES AND TEST MATERIALS.
The Customer shall ensure that all samples and materials supplied to ResourceFull are accurately described, safely packaged, and accompanied by all relevant safety information (e.g. safety data sheets) applicable under Belgian and EU regulations. The Customer shall proactively inform ResourceFull of any known or suspected hazardous, toxic, or contaminating properties of the sample, and of any risks it may pose to ResourceFull's premises, equipment, or personnel.
7. NON-RECRUITMENT.
The Customer agrees that it will not, without ResourceFull's prior written consent, employ or solicit for employment, whether directly or indirectly, any person who is employed by or contracted to ResourceFull and who has supplied services to the Customer during the preceding twelve (12) months.
8. LIABILITY.
ResourceFull's obligations under this Agreement constitute a best-efforts obligation (“middelenverbintenis”), not an obligation to achieve a specific result. The Customer agrees to indemnify and hold harmless ResourceFull, its officers, agents and employees from any liability, loss or damage they may suffer as a result of claims, demands, costs or judgments of a third party against them, arising out of the activities to be carried out pursuant to the use by the Customer of the results obtained within this Project. ResourceFull cannot be held responsible for errors in the Project results or the services, when these errors are the result of a shortage of or an error in the delivered information, data, or problem formulation. The total liability of ResourceFull, in case of a attributable and direct shortcoming of ResourceFull, will be limited to the invoice amount as mentioned above. This limitation does not apply in case of gross negligence or wilful misconduct on the part of ResourceFull. Any claim relating to the Project or a report must be notified to ResourceFull in writing within thirty (30) days of the date the relevant report was issued, failing which the claim shall be deemed waived.
9. WARRANTY.
ResourceFull shall perform the Project using reasonable skill, care, and diligence in accordance with generally accepted industry practice. Given the exploratory and R&D nature of the Project, ResourceFull does not warrant any specific outcome or result. ResourceFull shall not be held responsible for consequential damages arising from inaccuracies or omissions, except in case of gross negligence or wilful misconduct.
10. FORCE MAJEURE.
Neither Party shall be liable for any failure or delay in performing its obligations to the extent such failure or delay is caused by an event beyond its reasonable control, including but not limited to fire, flood, natural disaster, war, strikes, governmental action, supply chain disruption, or failure of third-party suppliers (a Force Majeure Event).
11. TERMINATION.
In the event that either Party shall be in default of its material obligations under this Agreement and shall fail to remedy such default within thirty (30) days after receipt of written notice thereof, this Agreement may be terminated upon written notice at the option of the Party not in default upon expiration of the thirty (30) day period, unless the default is due to force majeure. The provisions considering confidentiality, liability and governing law shall survive such termination undiminished.
12. GENERAL.
12.1 These General Sales Conditions take precedence over any purchase or other conditions of the Customer, even if the Customer's conditions state that they alone shall apply, unless ResourceFull has expressly accepted such conditions in writing.
12.2 If any provision of these General Sales Conditions is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the validity of the Agreement as a whole shall not be affected.
12.3 For the purposes of this Agreement and with regard to the services to be provided hereunder, ResourceFull shall be deemed to be an independent contractor and not the Customer’s agent or employee. ResourceFull shall have no authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the Customer except as provided for herein or authorized in writing by the Customer.
12.4 In case of any conflict or inconsistency between the specific offer/agreement and these General Sales Conditions, the terms of the specific offer shall prevail.
12.5. This Agreement cannot be transferred or encumbered in any way by one Party without the express written consent of the other Party, any attempt to do so being void.
12.6. This Agreement can only be changed by a written document signed by all Parties.
11. Governing Law.
This Agreement shall be governed by the laws of Belgium. In case of a dispute that cannot be resolved by an amicable settlement, only the courts of Leuven shall have jurisdiction.