General Terms and Conditions of Sale

General Terms and Conditions of Sale Yocto (B2B)
Version: September 10, 2026

1. Scope of application

All sales, works, deliveries, and services of Yocto are subject exclusively to the following general terms and conditions of cooperation. These terms and conditions apply to business-to-business (B2B) transactions. Deviating terms and conditions of the customer are not accepted, unless explicitly agreed upon in writing.

2. Quotations

A price quotation issued by Yocto is binding, unless otherwise stated, for a period of one month. A quotation can under no circumstances be invoked against Yocto as a conclusive analysis of the customer's business conditions prior to the sale. The customer alone determines the equipment/software to be delivered and bears full responsibility for the suitability of their choice.

3. Orders

An order shall only be binding on Yocto if it is confirmed in writing by Yocto or when Yocto has commenced performance of the order.

4. Deliveries and complaints

The delivery of equipment shall take place according to the terms of the order. Delivery periods and execution dates are estimated to the best of Yocto's ability. An unforeseen delay shall not give rise to any compensation, unless the delay is unreasonable and attributable to gross negligence or willful misconduct by Yocto.

The customer is responsible for the designated installation location. The customer shall, at their own expense, ensure that the location is equipped with the necessary utilities (such as electricity) and complies with the manufacturer's specifications. The customer shall grant Yocto free access to the installation site during the agreed time frame.

Any visible defect detected upon delivery must be recorded immediately by the customer on the delivery note. To be valid, any complaint regarding visible defects or non-conformity must be notified to Yocto by registered letter within eight days of receipt. Complaints regarding hidden defects must be notified by registered letter within eight days of their discovery.

Insofar as installation is required, it shall be carried out by Yocto personnel or by third parties authorized by Yocto. Delivery of the equipment transfers the risk to the customer.

5. Payments

Yocto's invoices are payable at its registered office, net and without discount, within 30 days of the invoice date, unless agreed otherwise in writing.

In the event of total or partial non-payment of the invoice by the due date, late payment interest of 10% per annum shall be due automatically and without prior notice of default from the due date. In addition, the outstanding invoice amount shall be automatically increased, without prior notice of default, by a fixed compensation of 10%, with a minimum of €50.00 and a maximum of €2,000.00 for collection costs.

Reciprocity: If Yocto fails to perform an essential obligation in a timely and proper manner, the customer shall be entitled to a similar fixed compensation charged to Yocto under the same conditions.

Disputing an invoice or complaints regarding a portion of the delivery shall not release the customer from their obligation to pay the undisputed portion.

6. Liability of Yocto

Except in cases of intent, gross negligence, or fraud, Yocto's contractual and non-contractual liability towards the customer shall in all cases be limited to a maximum of the invoice amount of the specific delivery, service, or software license that gave rise to the damage (excluding VAT).

Yocto shall in no case be liable for indirect damage, consequential damage, intangible damage, loss of profit or revenue, loss of data, or third-party claims, even if Yocto was advised of the possibility of such loss or damage.

7. Retention of title

Yocto remains the exclusive owner of the delivered equipment and associated licenses under all circumstances until the agreed price, including taxes, any interest, and costs, has been fully settled by the customer.

8. Warranty

The equipment and software delivered are warranted against manufacturing and execution defects for the period and under the conditions specified on the order form, quotation, and/or license terms, starting on the date of delivery.

The warranty is limited to the repair or replacement of defective parts or the reasonable adjustment of software to ensure its proper functioning. Yocto undertakes an obligation of means in this respect. Yocto cannot guarantee that the equipment and software will operate uninterrupted or completely free of errors (bugs).

9. Prohibition of copying and intellectual property

Unless agreed otherwise in writing, it is strictly forbidden to copy the software or any part thereof, except for archiving purposes (one backup copy), to replace a damaged copy, or within the limits of statutory exceptions. In the event of a proven infringement of intellectual property rights, the customer owes a fixed compensation equal to the purchase value of the relevant software license per infringement, without prejudice to Yocto's right to prove and claim higher actual damage.

10. Termination in case of default

If either party seriously fails to fulfill its contractual obligations, the other party has the right to terminate the contract unilaterally and extrajudicially. This termination can only take place after the defaulting party has been given notice of default by registered letter and has failed to remedy the breach after a period of 15 calendar days.

In the event of termination attributable to the customer, the customer shall be liable for payment for services and equipment already delivered, plus a fixed compensation of 25% of the price of the unperformed or canceled portion of the contract, without prejudice to Yocto's right to prove higher damages. If the contract is terminated attributable to Yocto, Yocto shall owe a similar compensation of 25% to the customer.

11. Software warranty

Both the duration and modalities of the software warranty are determined by the original software supplier. These are stated on the licensing documents or on the original licensor's website.

12. Software licenses and intellectual property rights

When Yocto supplies software, this always concerns the sale of a user license according to the conditions determined by the original licensor. Ownership of intellectual property rights remains with the licensor at all times. Installing and/or using the software explicitly implies that the customer accepts these license conditions.

13. Confidentiality

Both parties undertake to treat all confidential information, trade secrets, and technical data obtained within the context of the cooperation as strictly confidential, unless explicitly agreed otherwise or required by law.

Yocto attaches great value to the protection of personal data and complies with the General Data Protection Regulation (EU 2016/679 - GDPR).

Yocto processes personal data exclusively for:

Customer and relationship management (including invoicing and quotations).
Delivering software licenses and helpdesk support.
Complying with legal and administrative obligations (e.g., SME portfolio / KMO-portefeuille).

Yocto takes appropriate technical and organizational measures to secure personal data and does not pass them on to third parties unless necessary for the performance of the contract (e.g., registration with a software manufacturer). The full privacy policy, including the rights of data subjects (access, correction, erasure), can be consulted on Yocto's website.

15. Jurisdiction, applicable law and language

This agreement, as well as all disputes arising therefrom, shall be governed exclusively by Belgian law. All disputes of any nature whatsoever fall under the exclusive jurisdiction of the courts of the judicial district of East Flanders, Ghent division.

Prevalence of Dutch Version: These general terms and conditions were originally drawn up in the Dutch language. In the event of any discrepancies, contradictions, or disputes regarding the interpretation between this translated English version and the original Dutch version, the original Dutch text shall always prevail and be legally binding.