General Terms and Conditions

01. Scope

These general terms and conditions of sale of the Company (hereinafter the “General Terms and Conditions”) apply to all orders of products from the Company to a customer of the Company (hereinafter the “Buyer”), to all sales of products from the Company to the Buyer, as well as to any commercial relationship between the Company and the Buyer. Any order by the Buyer or sale to the Buyer of the Company’s products therefore implies the Buyer’s unreserved acceptance of the General Conditions, which shall prevail over any general conditions of purchase of the Buyer and which shall be supplemented, where applicable, by the special conditions set forth in any other contractual document, including purchase orders or invoices. The Company would not have contracted if this condition had not been accepted by the Buyer.

Any document other than the General Conditions, and in particular the information contained in the product sheets, catalogs, notices, price lists, prospectuses, advertising or other documents, is only informative and non-contractual. The Company reserves the right to adapt or modify the General Conditions at any time. In case of modification, the General Conditions in force on the day of the order will be applicable.

The fact that the Company does not avail itself at a given time of any of the clauses of the General Conditions does not mean that it waives its right to avail itself of such clause at a later date.

02. Offer

Any offer described as “firm” is valid for a period of 24 hours. Any offer not described as “firm” or “subject to our final approval” is submitted without any commitment.

03. Sales contract

Any written sales contract sent by the Company to the Buyer shall be returned duly signed, within a period of 7 days. Failure to return the sales contract shall imply total acceptance of all the special clauses which it contains and these general terms of sale. Nevertheless, the Company will still have the right to consider the contract as null and void. Besides, any sales order accepted in writing, either by acknowledgement or by order confirmation, is considered as an integral part of the sales contract and the general terms of sale.

04. Breach of contract

The Buyer may not cancel an order on short notice, it being understood that less than 30 days before delivery constitutes short notice.

If the order is cancelled by the Buyer unilaterally, the order shall be due in full, without prejudice to any compensation that the Company may claim from the Buyer for the entirety of the damages suffered. The Buyer shall also indemnify the Company for loss of profits for the cancelled order.

In the event the Company agrees to cancel the order in whole or in part, the Buyer shall pay to the Company a lump sum compensation equal to 40% of the contract amount without prejudice to the Company’s right to be compensated for the margin not received by the Company, for all expenses which have been incurred in connection with the order, including but not limited to design costs, labor and supply costs, the cost of maintaining inventory and work-in-progress, the cost of raw materials, tools, and for all direct and indirect consequences, without prejudice to any compensation that the Company may claim for the entirety of the damages suffered. The Buyer shall also indemnify the Company for the loss of profits for the cancelled order.

If a change in circumstances, unforeseeable at the time of the conclusion of the sales contract, makes performance excessively onerous, the Company may request the Buyer to renegotiate the contract. If the renegotiation is refused or fails, the Company may terminate the sales contract on a date it shall determine, without entitlement to damages.

05. Failure and delay to supply

Besides cases of exclusion of liability, the Company shall not be held liable for a failure to deliver the agreed quantities where the failure is the result of abnormal circumstances such as machine failure or breakage, default by a supplier or subcontractor, lack of raw materials, etc.

06. Delivery

The delivery times for Products set forth in the purchase order, invoice, any other written agreement with the Company or any communication from the Company are estimated and non-binding times (“Estimated Time of Arrival” or “ETA”).
Delays in delivery do not entail any right for cancellation or modification of the order. Exceeding delivery deadlines cannot give rise to the granting of damages, withholding or cancellation of orders in progress.

The Company shall deliver the products and the risks shall be transferred according to the and the address indicated in the purchase order, invoice or other written agreement with the Company.
Any request to change the place of delivery shall be subject to the written agreement of the Company, which reserves the right to modify the Price accordingly.

From the time of transfer of risks, the transportation, storage, unloading, loading for post-carriage, post-carriage and handling of the Products, as well as the costs related thereto, shall be the sole responsibility of Buyer.
The Company reserves the right to make partial deliveries or deliveries in batches, without this giving rise to the granting of damages, withholding or cancellation of orders in progress.

In the event that the Company and the Buyer have agreed on a delivery of the Products to a place other than the one agreed upon or the delivery cannot be ensured due to circumstances beyond the Company’s control, the Company shall store the packaged Products for a maximum period of 5 days. After this period, the Buyer must ensure the removal of the Products, failing which a storage fee of 25 EUR/day per m³ will be charged for storage costs.

The Company undertakes to store the Products in accordance with standard storage rules. Any specific needs must be requested in writing and will be the subject of a study between the Buyer and the Company.

In any event, if the Company is compelled, due to circumstances within the control of the Buyer, to store the manufactured products in its warehouses, its supplier’s warehouses, or in any other place agreed upon by the Company and the Buyer, the Company shall charge the Buyer for any additional costs incurred for the storage of the Products, so that the Buyer can arrange for the transportation of its goods as soon as possible.

07. Failure to load on time

When the Buyer is required to load the goods at a stated time, failure to do so shall entitle the Company, at its discretion, to cancel the contract in part or in whole, to revise the agreed selling price or to invoice additional costs, without prejudice to any damages and interests.

08. Price

The applicable price shall be that indicated in the purchase order or in any agreement concluded with the Company. The Company reserves the right to adjust the price to take account of increases in the cost of transport, the price of raw materials, energy supply costs, labour costs (including wage indexation) and taxes of any kind occurring after acceptance of the order.

The Company reserves the right to adjust the price as a result of any change in the order accepted by the Company or any change in the place of delivery accepted by the Company.

In the event that the Client requests that the Products be delivered on non-standardised pallets other than those referred, the Company reserves the right to adjust the Price to take account of any increase in the costs involved.

All prices are quoted in Euros and are exclusive of VAT and any other taxes, irrespective of the place of destination.

09. Costs to be borne by the Buyer

The Company shall not be obligated to bear any or all of the costs associated with any discounts on products sold by Buyer in connection with promotional activities.

The Company shall not be obligated, unless otherwise provided in the sales contract, to bear any costs incurred by the Buyer in advertising the products purchased from the Supplier.

The Company shall not, under any circumstances, be liable for payment of personnel hired by Buyer specifically to fit out the premises for the sale of products sold by Supplier to Buyer.

The Company shall not, under any circumstances, be liable for the payment of any costs incurred by the Buyer in order for its products to be stored, displayed, listed, marketed or made available on the market.

10. Taxes

All taxes, charges, dues, customs duties, levies and, more generally, any taxes levied by the E.U. or by national authorities shall be for the account of the buyer. Any increase in these charges supported by the Company implies the automatic and immediate revision of the selling price, where the charges are included into it.

11. Risk of carriage

The Buyer always bears the risk of carriage, even when the cost of carriage and/or insurance are supported by the Company, without prejudice of article 17 of these general terms of sale.

12. Unsold items

The Company is not obliged to take back unsold products unless the Buyer pays all the costs related to the return of these products and their possible destruction.

13. Payment terms

Goods shall always be paid for in cash, without escompte, on receipt of invoice except if agreed otherwise with the buyer.

14. Overdue payments

In the event of failure to comply with any of the agreed deadlines, or in the event of a proven risk of default, all amounts owed by Buyer, including unpaid invoices, shall become immediately due and payable, without notice or demand, without prejudice to the Company’s right to terminate the Agreement, suspend its performance or claim compensation from Buyer for damages suffered as a result of such defaults.

In the event of non-payment on any of the agreed due dates, and without prejudice to the Company’s right to claim additional compensation covering all other collection costs actually incurred as a result of the non-payment, including procedural indemnity, any sum due shall automatically bear interest at the rate of 10% per annum from the day following the due date until full payment of the sums owed, as well as a flat-rate indemnity of 10% on the sums owed.

15. Warranty

The Company limits its warranty to its performance only.
The products are guaranteed in accordance with the legal guarantee as from the reception of the Products by the Buyer. It is the responsibility of the Buyer to ensure the good conditions of storage and handling of the products.
Except as otherwise expressly provided, the Company expressly disclaims all other warranties, express or implied.

16. Disputes – time limits

Any request or dispute relating to invoices issued by the Company shall be made by the Buyer in writing no later than five (5) days after the issuance of the disputed invoice. After this period, the Buyer expressly waives any challenge to the invoice issued by the Company.

The finding of a dispute or a difference in the amount of the due date may only give rise to a credit note or a partial payment in agreement with the Company’s accounting department, but in no case to non-payment of the due date.

Any invoice for which no request for a duplicate has been sent to the Company within one (1) month after delivery shall be deemed received by Buyer.

In general, the non-payment of an invoice on the due date may lead to the suspension of the execution or delivery of any service in progress by the Company.

Buyer shall be obligated to inspect the delivered products upon delivery. Any claim for non-conformity of the delivered products, such as quantitative shortcomings, and/or apparent defects of the delivered products, shall be notified to the Company in writing within 48 hours after delivery of the products. After this period, the Buyer shall lose any right to claim for such quantitative non-conformity or for apparent defects affecting the products.

Any request or claim for latent defects must be notified to the Company in writing within ten (10) business days of discovery of the defect. In the absence of notification within this period, the Company shall not be liable for any latent defect in the products.

Complaints concerning the non-conformity or defects affecting the products will not give the Buyer the right to suspend payment of the price.

The provisions of this Article contain the only remedies available to Buyer in the event of non-conformity of the deliveries and/or defects in the Products.

17. Liability and compensation

The Company shall only be liable for fraud (“dol”) or gross misconduct/negligence (“faute lourde”), including personal injury, death and property damage.

The Company’s liability shall further be limited to the amount of the Company’s net margin for all of the Buyer’s orders during the calendar year preceding the damage, provided that this amount shall in no event exceed EUR 50,000.00 for all of the claims of any one Buyer.

In the event of any claim or complaint by the Buyer relating to the non-conformity of the delivered products or to any hidden defects, which would be declared to be founded, the Company will proceed, at its discretion, to the replacement of the non-conforming products or to a refund of the price.

The Company shall not be liable to the Buyer (including its employees, servants, or agents) or to any third party for any damages arising out of the use of the products or resulting from the negligence or wrongful act of the Buyer, its own customers, or their employees, servants or agents, or end users. Buyer shall be liable to Company for any damages suffered by Company in connection with the foregoing.

In any event, the Company shall not be liable for any difference in quantity between the quantity of products ordered and the quantity of products delivered, if this difference corresponds to the following tolerance margin percentages:

• More than 100,000 units: 2%
• Less than and up to 100,000 units: 5%
• Less than 10,000 units: 10%
• Less than 2,000 units: 20%

Subject to damages caused by fraud, the Company shall not be liable to the Buyer for any indirect, consequential, incidental damages, loss of reputation or loss of profits, including for loss of opportunity.

18. Force Majeure

The Company shall not be liable in the event of non-performance or improper performance of the contract due either to the fault of the Buyer, or to the insurmountable and unforeseeable act of a third party to the contract, or to a case of force majeure.

Thus, the Company shall not be held liable for its delay or failure to perform any of its obligations under the contract if such delay or failure is the direct or indirect effect of a case of force majeure understood in a broader sense than Belgian jurisprudence, including but not limited to: delays due to third parties, adverse weather phenomena such as fires, floods, lightning, earthquakes, storms or the like, explosions, wars, revolutions, acts of terrorism, riots, labor disputes such as blockades, strikes at the Buyer, the Company or the Company’s supplier, lockouts or other strikes, strikes by carriers, utilities, telecommunication services, operating accidents, failure of the Company’s suppliers, scrapping of major parts during manufacture, pandemics and acts of government of general or personal scope such as laws, regulations, ordinances or embargoes.

In case of Force Majeure, the Company:

• Shall immediately notify the other Party of the elements constituting the Force Majeure event and keep it fully informed of their persistence and of any relevant change in circumstances while the Force Majeure event persists;
• Shall take all reasonable steps available to it to minimize the effects of Force Majeure on the performance of its obligations;

Failure to comply with the foregoing obligations shall not entitle it to any relief for Force Majeure and its obligations shall remain in effect.

19. Retention of ownership

The Company remains ownership of the products until full payment of all invoices due by the Buyer.

In case of resale, the Company shall also retain the right to claim the price of the goods held by the sub-purchaser. The retention of title shall be carried over to the resale price.

By this clause, the Buyer accepts without reservation that the products manufactured and/or transformed by the Buyer on the basis of the products delivered by the Company, are considered as a single product and thus gives the Company the right to exercise its retention of title clause on all the products indicated above.

The Company shall remain the owner of the goods, without assuming the risk, until the corresponding invoice and any outstanding invoices for other supplies have been paid in full.

20. Termination

The Company may, without formal notice or judicial order, suspend performance of its obligations, terminate the Agreement, in the following cases:

• Any collective insolvency proceeding of Buyer, including, but not limited to, an application for a stay of payment, dissolution, liquidation, judicial reorganization or bankruptcy proceedings;
• Breach by the Buyer of any of its obligations under the law, any regulation, the Agreement or the General Conditions. All of Buyer’s obligations shall be deemed essential and determinative of the Company’s consent.

In the event that the Agreement is terminated pursuant to the preceding paragraph, the Company shall also be entitled to claim compensation from the Buyer for any damages arising from the loss of profits related to the non-performance of the Agreement, without prejudice to any other compensation to which the Company may be entitled on any grounds whatsoever.

Notwithstanding the foregoing, the Company may, in any event, including the foregoing, claim performance in kind or payment of damages from Buyer.

21. Applicable law

The present contract shall be ruled by and construed in accordance with Belgian law. Should the occasion arise, the general terms of sale shall be interpreted in accordance with the international rules issued by the International Chamber of Commerce.

22. Jurisdiction

Any dispute concerning directly or indirectly the sales contract or its execution shall be within the exclusive jurisdiction of the corporate court of Liège, division of Verviers. Notwithstanding, the Company shall be free to choose another legally competent court.

23. Primacy of the French version

In case of discrepancy between the French and the English text of these general terms of sale, the French text will always prevail.