GENERAL TERMS AND CONDITIONS OF SKYEBASE B.V.

Article 1 – Definitions/General

  1. In these General Terms and Conditions, the following definitions shall apply:
    • Terms and Conditions: these General Terms and Conditions of SkyeBase;
    • SkyeBase: SkyeBase BV (see contact details below) and any company recognized by SkyeBase BV that refers to the Terms and Conditions in offers and agreements;
    • Customer: the person to whom the offer is made or who has instructed SkyeBase to perform services or supply goods.
  2. These Terms and Conditions shall apply to all offers made by SkyeBase and to all agreements between SkyeBase and the Customer (including the conclusion, content and performance thereof). By placing an order with SkyeBase, the Customer accepts these Terms and Conditions, without comment or derogation. Derogations from these Terms and Conditions are only valid if SkyeBase has expressly accepted them in writing. If one or more provisions (or part thereof) are not valid or a derogation is granted, this shall not affect the validity and applicability of the other provisions.


Article 2 – Offers/prices

  1. The offers made by SkyeBase are based on the information provided by the Customer and are valid for 60 (sixty) calendar days. After that period, SkyeBase may amend, withdraw or retain its offer.
  2. Unless expressly stated otherwise, all offers are made without obligation and may be amended at any time. Any offer made by SkyeBase can only be accepted without deviation or other reservation.
  3. The prices quoted by SkyeBase are for delivery ex SkyeBase’s warehouse or place of business, unless otherwise agreed in writing. Price quotations are made exclusive of VAT and other government taxes, unless stated otherwise in writing. Any additional costs shall be charged separately by SkyeBase. SkyeBase’s prices are set for each individual agreement and in no way can they serve as a basis for other deliveries, even if they are similar.
  4. Prices are subject to typing errors or material mistakes. No liability is accepted for any consequences arising from this.
  5. Useless travel: per travel (subject to deviations): ½ day performance
  6. Fuel allowance: SkyeBase reserves the right to introduce these at any time. This will be communicated in a timely manner.
  7. All rates stated in this quote are valid only for entire order of the quote and for performance in a continuous period (i.e. not for partial purchases). If the quotation needs to be revised for individual items, which are part of this quotation, the technical feasibility will be reviewed and the rates will be adjusted accordingly.


Article 3 – Conclusion of the Agreement

  1. An agreement is only concluded at the point at which a person who is authorised to legally bind SkyeBase confirms the Customer’s order or assignment in writing, or as soon as SkyeBase starts to execute it.
  2. In the event that SkyeBase acts as a subcontractor, SkyeBase shall have:
    • a direct claim against the end customer in the amount of what the end customer owes to the co-contracting party – main contractor;
    • a right of lien on all claims of the co-contracting party – main contractor arising from the contract for accepted work.
  3. This direct claim and/or right of lien shall apply not only to the principal claim, but also to all ancillaries, such as interest, a penalty clause and all collection costs, including legal costs.
  4. The proposed number of working hours is always indicative. All working hours that are performed are invoiced, including any delays. All prices are valid on working days between 8 a.m. and 6 p.m. Higher prices for hourly labour rates shall apply to Saturdays, Sundays and public holidays, outside office hours and if the employee(s) work(s) more than 8 working hours in one day. The following surcharges will then apply: week morning (07h00 – 08h00) and evening (18h00 – 21h00): +25%, week night: (21h00 – 07h00): +50%, Saturday: +50%, Sundays and holidays + 100%.
  5. A working day consists of 8 hours.
  6. Prices are calculated on the basis of the daily rate of raw materials, wages and social charges. When an approval or order confirmation has been received, the price can only be changed by mutual agreement or by applying the following price revision formula: P = Po x (0.2+0.8 S/So).
  7. where:
  8. P = Billing price
  9. Po = Initial base price at the date upon which the agreement was concluded
  10. So = Cost price of the reference salary or hourly wage, increased by the amount of social charges as at 31 December of the year preceding the conclusion of the agreement in the sector in which SkyeBase is active, as published by Agoria
  11. S = Same cost price salary/hourly wage on 31 December of the year preceding the price review
  12. The Customer declares that they have all legal permissions, including town planning, urban development and operating conditions, to have the work carried out by SkyeBase.


Article 4 – Orders – Delivery and delivery times

  1. Irrespective of the reason, it is only possible to change an order with the agreement of SkyeBase and this may result in additional costs. The Customer must confirm these additional costs before the changes can be accepted.
  2. In case of relocation or cancellation ≤ 48 hours* (container terminals ≤ 24 hours*), a fee of half a day’s performance will be charged. (*working days)
  3. In case of relocation or cancellation > 48 hours* (container terminals > 24 hours*), an administrative cost of € 350.00 will be charged. (*working days)
  4. In both cases the cancellation must be confirmed in writing (by e-mail and/or letter).
  5. Cancellation of the order will be considered to be a breach of contract. Should this be the case, the Customer shall owe compensation for damage on a flat rate basis of 15% (fifteen percent) of the agreed price, with a minimum fee of EUR 300 and without prejudice to SkyeBase’s right to prove greater damage and to claim damages in respect of this.
  6. SkyeBase reserves the right to terminate the agreement by means of providing written notification to the Customer, without providing compensation to the Customer and without prior notice of default, in the event of bankruptcy, apparent insolvency as well as in the event of any drastic change in the legal and/or financial situation of the Customer, such as a major change in the Customer’s personnel or management, a major change in the shareholder structure of the Customer, if control over the Customer changes hands, or if all or part of the assets of the Customer are seized.
  7. Unless otherwise expressly agreed in writing between SkyeBase and the Customer, the delivery and completion dates and other dates given by SkyeBase are for information purposes only, are not binding, and do not constitute an essential provision of the agreement. Should the term set by SkyeBase be exceeded by 2 (two) months, the Customer shall inform SkyeBase thereof by registered letter so that SkyeBase may take action if necessary. Unless explicitly agreed otherwise in writing, failure to meet the specified deadlines does not give the Customer the right to call for the agreement to be dissolved, to refuse services, or to claim damages.
  8. As soon as goods are ready for collection or delivery at SkyeBase or the work arising from the service has been completed, and SkyeBase has notified the Customer of this, goods will be deemed to have been delivered and services will be deemed to have been performed.


Article 5 – Force majeure

  1. Force majeure is understood to mean any circumstance that prevents or makes the normal performance of an obligation unreasonably difficult, and which cannot be attributed to SkyeBase. Force majeure shall in any case include (without limitation): strikes, a general lack of necessary raw materials, unforeseeable bottlenecks with suppliers or other third parties upon which SkyeBase depends, governmental measures, general power failures and general transport problems.
  2. SkyeBase shall inform the Customer in writing and within a reasonable period of time once SkyeBase becomes aware of a situation of force majeure.
  3. During the force majeure situation, SkyeBase’s obligations are suspended without judicial intervention. Should the force majeure situation last longer than 3 months, either party may dissolve the agreement.
  4. If SkyeBase has already partially fulfilled its obligations when the situation of force majeure occurs, or if it can only partially fulfil its obligations, SkyeBase may separately invoice for the proportion that has already been delivered, or they may deliver and invoice the part to be delivered. This does not apply if the part already delivered or to be delivered has no independent value.


Article 6 – Transfer of risk and ownership

  1. The Customer shall bear the risk for any damages that may occur to, or by, the delivered goods and/or services from the moment of delivery or completion of the order.
  2. Any delivery of goods by SkyeBase to the Customer shall be made subject to the reservation of title so that title is not transferred to the Customer until the Customer has paid all that it is due under the agreement, including interest and costs. This retention of title clause shall also apply in the event of bankruptcy insofar as the goods are held by the Customer in kind.
  3. Until such moment as full payment has been made and ownership has therefore transferred, the Customer i) may not pledge the goods or grant a third party any other right thereto, except in the normal course of business of the Customer; and ii) the Customer is obliged to keep the goods in a properly identifiable manner and to take all due and proper care, maintaining the goods as they originated from SkyeBase. Under penalty of inadmissibility, the legal action shall be brought before the report on the recovery of debts has been drawn up. In case of non-compliance with this prohibition, the Customer will owe a fixed compensation of 50% of the sales price (as a supplement to the sales price and any possible compensation for delays).
  4. Should the Customer fail to make a timely payment and this failure is not rectified within a reasonable period of time after prior written notice of default has been made by SkyeBase, SkyeBase may, without further notice of default or judicial intervention, dissolve the purchase agreement and repossess the goods it has delivered without being liable for any damage and without prejudice to SkyeBase’s right to claim compensation. In that case the Customer shall grant SkyeBase free access to the delivered goods.


Article 7 – Additional work, settlement of additional work and lesser amounts of work

  1. It is deemed that extra work is involved in:
    • changes to the agreement or the terms of execution;
    • deviations from the amounts of any provisional appropriations entered;
    • deviations from off-settable quantities;
  2. Adjustments deemed necessary by SkyeBase on the basis of its expertise to ensure proper and professional execution of the work in order to adjust the work in a quantitative sense, or if such changes are necessary as a result of new or amended laws and regulations. In such case SkyeBase shall be entitled to charge all additional work to the Customer. These costs will be charged separately on the invoice provided to the Customer.


Article 8 – Payment

  1. Unless otherwise agreed, all deliveries will be made within 30 (thirty) calendar days of the invoice date. Payment must in all cases take place without discount or settlement.
  2. Payments made by the Customer shall serve in the first instance to settle all interest and costs due, and in the second instance to settle due and payable invoices that have been outstanding for the longest period of time, even if the Customer states that the payment relates to a later invoice.
  3. In the event of non-payment on the due date, SkyeBase is entitled, without prior notice, to both a default interest of 1% per month from the due date of the invoice and a compensation of 10% of the invoice amount (with a minimum amount of EUR 200). SkyeBase reserves the right to prove greater damages and seek reimbursement for them.
  4. If the Customer is in default or breach of contract with respect to one or more obligations, all reasonable costs incurred in obtaining a settlement out of court shall be borne by the Customer.


Article 9 – Complaints

  1. The Customer shall be obliged, as soon as possible after delivery, to examine whether SkyeBase has duly fulfilled the agreement. The Customer is obliged to immediately notify SkyeBase in writing as soon as it becomes apparent that this is not the case. The Customer shall carry out such examinations and make such notifications within 14 (fourteen) calendar days at the latest after delivery. Objections against invoices must be explained and sent by registered mail within 8 (eight) calendar days after the invoice date, under penalty of inadmissibility of the right to protest. Without prejudice to the foregoing, no complaint pertaining to visible defects, missing goods or non-compliant delivery may be made after the day of delivery as provided for in article 3.e. of these Terms and Conditions and in order for any other complaint to be valid, an explanation must be provided, the complaint must contain a detailed description and it must be made by registered letter or by fax within 72 hours following the event that could concern the liability of SkyeBase. Should the Customer fail to accept the delivery or make the delivery impossible, the period of 72 hours shall start to run on the date of notification that the goods are ready for collection, or on the delivery note or, failing that, on the invoice date. In the absence of a complaint made within the aforementioned periods of time, any (further) use and even a partial use of the goods shall irrefutably be deemed to be an act of approval or acceptance. The timely submission of a complaint does not relieve the Customer of his payment obligation.
  2. The parties shall be deemed to have properly performed the agreement in the event that the Customer has failed to carry out the examination or notification as referred to in Article 9(a) in a timely manner.
  3. SkyeBase undertakes to remedy all indisputable hidden defects (to the goods themselves) by means of replacement or repair. This obligation only extends to defects that become apparent during the period of 1 (one) year after commissioning; this is presumed to have occurred 30 calendar days after delivery in Belgium, or 45 calendar days after a delivery abroad. This obligation does not apply in the case of:
    • failure to comply with instructions and/or requirements issued by SkyeBase and/or the manufacturer or importer;
    • anything other than normal use;
    • defects resulting from normal wear and tear;
    • assembly or repairs carried out by third parties;
    • materials or goods that the Customer has provided to SkyeBase for processing;
    • materials, goods and working methods insofar as these have been implemented or applied on the express instruction of the Customer;
    • force majeure.
  4. Should SkyeBase replace items pursuant to Section 9(c), the replaced items shall become its property.
  5. Should there be any complaints during performance, the Customer may directly contact SkyeBase’s CBO or COO. These will be logged and monitored.

Article 10 – Liability

  1. SkyeBase’s liability is limited to the fulfilment of the obligations described in Article 9(c). Without prejudice to the provisions of Article 10(b), further guarantees or liabilities are expressly excluded such as (without limitation) compensation for indirect damage including consequential damage, damage due to loss of profit, damage due to loss of savings, damage due to business interruption and immaterial damage, damage to third parties, damage to material other than the goods supplied by SkyeBase. Unless otherwise stipulated in the offer, the obligations of SkyeBase are best efforts obligations.
  2. In respect of direct or indirect damage to persons, property or the business of the Customer and/or third parties as a result of defects in the goods and/or services provided by SkyeBase, SkyeBase is not liable unless these are the result of an intentional act or gross negligence on the part of SkyeBase. SkyeBase is not liable for defects in goods and/or services provided by SkyeBase that are the result of an intentional act or gross negligence on the part of its personnel or third parties it engages in the performance of the agreement. SkyeBase shall also not be liable for any errors made by third parties, including (without limitation) damage during shipment or transport, damage due to incorrect use of the material, damage inflicted by the Customer and/or third parties, damage due to incorrect/incomplete information, and/or if the Customer has not complied with its statutory or other obligations.
  3. The Customer shall indemnify SkyeBase against any claim for damages brought by a third party against SkyeBase arising from or in connection with the performance of the agreement by SkyeBase.
  4. The Customer shall be the sole party liable for any damage relating to defects in the auxiliary materials, tools, safety equipment, traffic facilities, etc. made available by them.
  5. SkyeBase can only be held responsible for direct material damage occurring during the execution of orders. A (partial) order is completed when the inspection equipment has been safely switched off.
  6. The data reported in reports (digital or paper) are indicative. SkyeBase cannot be held responsible for decisions based on results of these reports.


Article 11 – Execution

  1. SkyeBase reserves the right to use data/images for its own portfolio or to enhance data models.
  2. SkyeBase has the right to carry out everything that is not explicitly described in an agreement on the basis of its own technical and creative insight.
  3. The data captured by SkyeBase constitutes the final selection. SkyeBase cannot be forced in any way to provide or complete additional data.
  4. Insofar as there is no written agreement concluded between SkyeBase and the Customer regarding the transfer of rights (including copyrights or other exclusive rights) pertaining to data/images, these rights shall remain with SkyeBase.
  5. SkyeBase undertakes to keep the data for at least 60 (sixty) calendar days after delivery.
  6. The date of execution is only given after receipt of the Customer’s agreement or receipt of the order form.
  7. The date of the order will be determined in mutual consultation. SkyeBase may postpone the order at any time if the weather is not good enough to allow for safe execution of the order. SkyeBase will try to provided a GO or NO GO for the order 24 hours in advance. A new date will be set in mutual agreement if the order cannot be continued.
  8. The stated execution and delivery deadlines are always approximate, unless explicitly agreed otherwise. The Customer can never claim compensation or dissolve the agreement should these deadlines be exceeded.
  9. The Customer shall ensure that SkyeBase has access to all areas, drains and pipes that need to be accessible in order to execute the agreement. Should this not be the case and a second visit is necessary, the additional costs will be charged.
  10. In the event of an order with a UAS at a location situated within a helicopter training area (HTA) zone, the order may be postponed if this zone is active at the time of the order. A discussion will then take place to collaboratively decide upon a new time for the order to be executed. HTA zones are published the day before at 5 p.m. but can also spontaneously become active.
  11. If the airport geo zone manager or control tower asks SkyeBase to stop the order, the order will be stopped. Depending on the duration of the stoppage, the order will continue afterwards, or a new time for the order will be scheduled.
  12. The Customer must clearly indicate in advance where any explosion-sensitive areas are located within the vicinity of the order.
  13. The Customer shall inform all its employees, subcontractors, visitors and other persons who will be in the mission area of the missions to be carried out by SkyeBase. In this way, all persons in the mission area are deemed to be involved persons; no uninvolved persons will be in the area where the inspection will take place.
  14. The pilot or operator of the inspection tool (UAS, ROV, Crawler, etc.) can never be forced to perform unsafe actions. Nor can they be forced to exceed the limits of the device being used or take a risk where there is the possibility of loss or damage to the inspection material.
  15. SkyeBase always has the right to terminate the order or not to start the order should it not be possible to guarantee the safety of persons or objects.
  16. SkyeBase will operate its flights in accordance with the legislation in force at the time of the operation.
  17. The Customer must declare that they have given permission to fly/navigate/drive on their property/at their facility/plant.
  18. In the case of an ROV (underwater drone) the minimum water depth must be 60 cm and the maximum current 3 knots.


Article 12 – Personal data

Should SkyeBase process personal data, the privacy policy of SkyeBase (LINK) shall apply.

Article 13 – Safety

  1. SkyeBase will, at all times, perform work in accordance with safety regulations. An LMRA (“Last Minute Risk Analysis”) will be carried out before starting work.
  2. The Customer may hold SkyeBase responsible if it judges that SkyeBase employees are not acting in a safe manner. In such a situation, any work will be stopped and safety consultations will be held.


Article 14 – Intellectual property rights and confidentiality

  1. The Customer acknowledges the existence and validity of SkyeBase’s intellectual property rights (including trademark rights, patent rights and copyrights) and SkyeBase’s rights of use pertaining to its information, documents and materials, and undertakes not to do anything to limit, challenge or diminish the validity and value of such intellectual property rights.
  2. Unless agreed otherwise, SkyeBase retains the intellectual property rights and all other rights to its offers, objects, images, drawings, models, software etc.
  3. All information, whether oral or written, that is provided by SkyeBase to the Customer shall remain the property of SkyeBase and may only be used by the Customer for the purpose for which such information is provided.
  4. The Customer shall keep all information from SkyeBase confidential and will not provide it to third parties in any way whatsoever, unless this is reasonably necessary for the proper performance of the agreement and even then, only after and insofar as a duty of confidentiality has been agreed with these third parties.


Article 15 – Applicable law and dispute resolution

  1. Agreements with SkyeBase are governed exclusively by Belgian law.
  2. In the event of a dispute the parties will try to settle it amicably. In the absence of an amicable settlement within a reasonable period of time, all disputes concerning the conclusion, validity, interpretation, execution and/or termination of the agreement shall fall within the exclusive jurisdiction of the courts of the registered office of SkyeBase.


Contact details for SkyeBase BV

Address: Leo Baekelandstraat 6, unit 7, 2950 Kapellen, Belgium
Company Number: 0749.925.014
RPR Antwerp – Antwerp department
Email: info@skyebase.be
Website: www.skyebase.be