General Terms and Conditions
Sale of Products | Rental of Equipment | Supply of Fragrance Oils
Version 1.0 - June 2026
Article 1 – Definitions and Scope
1.1 Definitions
In these General Terms and Conditions (hereinafter "GTC"), the following terms have the meaning described below:
"Inscentive" is the trade name of the company with its registered office at Smedenstraat 8A, 8300 Knokke, Belgium.
"Customer" is any natural or legal person, acting either as a professional or as a consumer, who enters into an agreement with Inscentive for the purchase or rental of Products.
"Products" are the scent diffusion equipment and fragrance oil formulations that Inscentive offers from time to time.
"Equipment" is any scent diffusion device that Inscentive sells or rents out, as specified in the applicable Order or Rental Agreement.
"Fragrance Oils" are the IFRA-compliant fragrance oil formulations that Inscentive sells, as specified in the applicable Order or commercial documentation.
"Rental Agreement" is the specific written agreement governing the rental of Equipment, supplemented by these GTC.
"IFRA" is the International Fragrance Association, whose standards govern the safe use of fragrance ingredients.
"Order" is any written or electronic purchase or rental order submitted by the Customer and accepted in writing by Inscentive.
"Agreement" is any purchase, rental or supply agreement concluded between Inscentive and the Customer.
"Distributor" is any reseller or distribution partner that purchases Products from Inscentive for further sale or distribution.
1.2 Scope
These GTC apply to all offers, quotations, orders, agreements and deliveries between Inscentive and the Customer, including the sale of Products, the rental of Equipment and the supply of Fragrance Oils, unless expressly deviated from in writing by an authorised representative of Inscentive.
These GTC take precedence over the Customer's general terms and conditions. Any reference by the Customer to its own terms and conditions is expressly rejected, unless Inscentive has accepted them in writing.
Distributors are responsible for ensuring that their customers are informed of and agree to these GTC or equivalent protective provisions.
1.3 Product range
Inscentive's product and equipment range is constantly evolving. These GTC apply to all Products and Equipment offered by Inscentive, regardless of model designation or generation. Specific product descriptions, technical specifications and commercial conditions are included in the applicable Order, the commercial proposal or the Rental Agreement.
1.4 Amendments
Inscentive reserves the right to amend these GTC at any time. The version in force at the time of the Order governs that Agreement. Amendments will be communicated to Customers with ongoing Rental Agreements with a notice period of at least thirty (30) days.
Article 2 – Quotations and Orders
All offers and quotations from Inscentive are non-binding and valid for thirty (30) calendar days from the date of issue, unless a different period of validity is stated in writing.
An Agreement is only concluded after written confirmation by Inscentive of an Order from the Customer, or upon delivery of the Products, whichever occurs first. Inscentive reserves the right to refuse an Order without liability.
The Customer is responsible for the accuracy and completeness of the specifications, quantities and other details in the Order. Errors communicated after confirmation may give rise to additional costs.
Orders via Distributors are subject to the Distributor's own commercial terms towards end customers; Inscentive's obligations apply only towards the Distributor, unless otherwise agreed in writing.
Article 3 – Prices and Payment
3.1 Prices
All prices are expressed in Euro (EUR) and are exclusive of VAT and other applicable taxes, unless expressly stated otherwise. Applicable taxes and levies are payable by the Customer on top of the stated price.
Prices are those stated in the confirmed Order or, in the absence of a specific agreement, the price list published by Inscentive on the date of the Order.
For Rental Agreements, the rental price for Equipment and the prices of Fragrance Oils are included in the Rental Agreement. Oil consumption is invoiced separately on the basis of the quantities actually delivered.
Inscentive reserves the right to adjust its prices subject to a written notice period of at least sixty (60) calendar days. Price adjustments during the term of a Rental Agreement are limited to the annual evolution of the Belgian health index, or another agreed index.
3.2 Invoicing and Payment
Invoices are due and payable within thirty (30) calendar days of the invoice date, unless a different payment term has been agreed in writing.
In the event of late payment, default interest shall accrue by operation of law and without prior notice of default at the rate provided for in the Belgian Act of 2 August 2002 on combating late payment in commercial transactions (as amended), together with a fixed compensation of 10% of the outstanding amount (with a minimum of EUR 150) as compensation for collection costs.
Inscentive reserves the right to suspend deliveries, the supply of Fragrance Oils or related services in the event of overdue invoices, without prejudice to other rights or remedies.
All payments must be made by bank transfer to the account number stated on the invoice. Payments are deemed to have been received on the date the amount is credited to Inscentive's bank account.
3.3 Retention of title
All Products sold by Inscentive remain the property of Inscentive until the full purchase price and any additional costs have been paid. The Customer may not encumber, sell or transfer Products subject to retention of title without the prior written consent of Inscentive. Equipment provided under a Rental Agreement remains the property of Inscentive at all times.
Article 4 – Delivery
Unless otherwise agreed, Products are delivered ex works (EXW, Incoterms 2020) from Inscentive's establishment in Belgium. The risk of loss or damage passes to the Customer upon handover to the carrier.
Delivery times stated by Inscentive are indicative and not binding, unless expressly agreed in writing as a fixed delivery date. A delay in delivery does not entitle the Customer to terminate the Agreement or claim damages, unless the delay exceeds thirty (30) calendar days after the agreed date and Inscentive has been given written notice of default with a reasonable additional period.
The Customer must inspect the Products upon delivery and report any visible defects, damage or deviations to Inscentive in writing within five (5) working days of delivery. In the absence of timely notification, the Products are deemed to have been delivered in conformity.
Article 5 – Warranty on Products Sold
5.1 Commercial Warranty
Inscentive warrants that Equipment sold under these GTC is free from manufacturing defects in materials and workmanship for a period of twelve (12) months from the date of delivery (the 'Warranty Period'). During the Warranty Period, Inscentive will, at its own discretion, repair or replace defective parts or units.
The warranty does not cover defects caused by: (a) misuse, negligence or incorrect installation; (b) the use of oils or consumables not supplied or approved by Inscentive; (c) unauthorised modifications or repairs; (d) normal wear and tear; or (e) damage due to external factors such as power surges, water ingress or force majeure.
Warranty claims must be submitted to Inscentive in writing within the Warranty Period, together with proof of purchase and a description of the defect.
5.2 Statutory Warranty for Consumers
If the Customer is a consumer within the meaning of Belgian law, the statutory conformity warranty applies for two (2) years after delivery, in accordance with the applicable Belgian and EU consumer protection legislation. Nothing in these GTC limits or excludes rights that consumers have under mandatory applicable law.
Article 6 – Fragrance Oils
Inscentive's fragrance oil formulations are composed exclusively of substances that comply with IFRA standards and in concentrations approved by IFRA at the time of formulation. IFRA compliance is an essential characteristic of all Fragrance Oils supplied by Inscentive.
The specific oils, scent references and commercial conditions for a particular order are included in the relevant Order or commercial proposal. Inscentive's oil portfolio evolves; the availability of specific scents is not guaranteed after the confirmed Order.
Customers must use only Fragrance Oils supplied by Inscentive in Inscentive Equipment. The use of third-party oils voids the warranty and releases Inscentive from liability for malfunctions, damage or health effects resulting from it.
Fragrance Oils must be handled and stored in accordance with the safety data sheets (SDS) provided with each product.
Article 7 – Rental of Equipment – General Provisions
The rental of Equipment is governed by a separate Rental Agreement concluded between Inscentive and the Customer, supplemented by these GTC. In the event of a conflict between these GTC and the Rental Agreement, the Rental Agreement prevails.
The minimum rental period and the commercial conditions per rental are included in the Rental Agreement.
The Customer must use the rented Equipment exclusively for the purpose and at the location stated in the Rental Agreement and may not move, pledge, encumber, sublet or otherwise dispose of the Equipment without the prior written consent of Inscentive. Rented Equipment remains the property of Inscentive at all times.
Installation and commissioning of rented Equipment is the responsibility of the Customer. Inscentive provides installation documentation and remote support. Where applicable, installation can be arranged through an independent technician at the Customer's expense. Inscentive does not provide installation staff and accepts no liability for installation carried out by the Customer or third parties.
The Customer must keep the rented Equipment in good condition and immediately notify Inscentive in writing of any malfunctions, damage, loss or theft. Routine maintenance as described in the user manual is the responsibility of the Customer.
Upon termination or expiry of a Rental Agreement, the Customer must return the Equipment to Inscentive in good condition (normal wear and tear excepted) within fifteen (15) calendar days. Failure to return it within this period entitles Inscentive to invoice the replacement value of the Equipment.
Article 8 – Connected and Remotely Managed Equipment
When Equipment is connected to Inscentive's remote management platform, Inscentive will make commercially reasonable efforts to monitor the device status and consumables, inform the Customer of replenishment needs and provide remote support.
Connection to the management platform requires a stable internet connection at the installation location. The Customer is solely responsible for providing and maintaining an adequate internet connection. Inscentive accepts no liability for service interruptions caused by connectivity problems at the Customer's premises.
Where Equipment contains occupancy or environmental sensors, such data is processed by Inscentive in aggregated and anonymised form, exclusively for optimising scent distribution and managing consumables. Inscentive does not use sensor data to identify individuals.
Service level commitments and response times for connected Equipment, if agreed, are included in the Rental Agreement or a separate service schedule.
Article 9 – Intellectual Property
All intellectual property rights to Inscentive's Products, software, remote management platform, brand names, oil formulations and documentation remain the exclusive property of Inscentive or its licensors. No licence is granted beyond what is strictly necessary for the use of the Products in accordance with these GTC.
The Customer may not copy, reverse engineer, decompile or otherwise attempt to discover the formulations of the Fragrance Oils or the software embedded in Inscentive Equipment.
Article 10 – Limitation of Liability
Inscentive's liability towards professional Customers (non-consumers) is limited to direct damage and shall in no event exceed the total amount invoiced by Inscentive to the Customer in the twelve (12) months preceding the event giving rise to the claim.
Inscentive is not liable for: (a) indirect or consequential damage, including loss of profit, loss of turnover, loss of business opportunities or reputational damage; (b) damage caused by improper use, unauthorised modification or the use of non-approved consumables; or (c) damage caused by force majeure.
Nothing in these GTC limits Inscentive's liability for fraud, wilful misconduct, death or personal injury caused by gross negligence, or any other liability that cannot be excluded under mandatory applicable law.
Article 11 – Force Majeure
Neither party is liable to the other party for any failure or delay in the performance of its obligations insofar as this results from circumstances beyond that party's reasonable control, including force majeure, pandemic, war, civil unrest, government measures, supply chain disruptions, fire, flood or critical infrastructure failure.
The affected party shall notify the other party in writing as soon as possible. If the force majeure situation continues for more than sixty (60) calendar days, either party may terminate the Agreement concerned by written notice without liability, with the exception of amounts already due.
Article 12 – Data Protection
Inscentive processes personal data of the Customer and its representatives in accordance with Regulation (EU) 2016/679 (GDPR) and the applicable Belgian data protection legislation, for the purposes of order management, delivery, invoicing, customer relationship management and, where applicable, remote management of connected Equipment. Inscentive's privacy statement is available at inscentive.eu.
Article 13 – Termination
Inscentive may terminate an Agreement with immediate effect by written notice if: (a) the Customer fails to pay an undisputed invoice within fifteen (15) days of a written payment reminder; (b) the Customer is declared insolvent, goes bankrupt or enters into judicial reorganisation proceedings; or (c) the Customer materially breaches these GTC and fails to remedy the breach within fifteen (15) days of written notice.
In the event of early termination of a Rental Agreement by the Customer (other than due to a material and unremedied breach by Inscentive), the Customer must pay a termination fee as set out in the Rental Agreement.
Provisions which by their nature survive termination (including Retention of Title, Intellectual Property, Limitation of Liability, Data Protection and Applicable Law) remain in full force after termination.
Article 14 – Miscellaneous
Assignment: The Customer may not assign its rights or obligations under an Agreement without the prior written consent of Inscentive. Inscentive may assign its rights and obligations to an affiliated company or in the context of a merger, acquisition or restructuring.
Entire Agreement: These GTC, together with any applicable order confirmation, Rental Agreement or other written agreement, constitute the entire agreement between the parties with regard to the subject matter and supersede all prior negotiations and representations.
Severability: If any provision of these GTC is found to be invalid or unenforceable, the remaining provisions shall remain in full force. The invalid provision shall be replaced by a valid provision that comes as close as possible to the original intention.
Waiver: Failure to enforce a provision does not constitute a waiver of that or any other provision.
Language: In the event of a conflict between translations of these GTC, the English version prevails.
Notices: All formal notices must be given in writing, by e-mail with read receipt or by registered letter to the addresses stated in the Agreement.
Article 15 – Applicable Law and Dispute Resolution
These GTC and all Agreements concluded between Inscentive and the Customer are governed exclusively by Belgian law, to the exclusion of its conflict-of-law rules.
Any dispute arising from or in connection with these GTC or an Agreement shall first be submitted to good-faith negotiations between the parties. If no solution is reached within thirty (30) calendar days of written notice, the dispute shall be submitted to the competent courts of the judicial district of Bruges, Belgium, without prejudice to Inscentive's right to seek urgent or provisional measures before any competent court.
If the Customer is a consumer habitually resident in another EU Member State, that consumer may also bring proceedings before the courts of their place of residence, and mandatory consumer protection provisions of that Member State may apply.