1.- Unless derogation is agreed by us in writing, all our sales are governed exclusively by the present General Terms and Conditions of Sale. By placing a purchase order with us, the buyer is conclusively deemed to accept the present General Terms and Conditions of Sale and to waive its general terms and conditions of purchase, if any.

2.- The sale shall be concluded only upon written confirmation by us of the buyer's purchase order. The buyer accepts the goods and their warranties as described in our offer, but we makes no other warranty, express or implied, in respect of goods including, but not limited to, warranties of merchantability or fitness for a particular purpose.

3.- Delivery to the buyer is made at the buyer’s registered office or, if explicitly indicated to us, at the buyer’s warehouse (DDP – Incoterms 2020). 

4.- Delivery times shall always remain indicative and non-binding. Deliveries performed outside the indicative delivery times are no ground to refuse the goods, nor shall they justify a price reduction or a claim for damages.

5.- Action by government, war, riots, strikes, lock-outs, fire, explosion, lightening, tempest, flood, hurricanes, earthquakes, epidemics, breakdown of machines, inadequate supply of raw materials, energy or utility, failure of telecommunications lines, failure or breakdown, in whole or in part, of plant, machinery, transportation, loading facility or vehicles, or any other circumstances beyond our reasonable control, which hinder the normal production or shipment of the goods, will constitute events or conditions of Force Majeure. In the event of Force Majeure, the affected party is not liable for failure or delay in performing its obligations (except payment duties) under purchase order and may, at its sole discretion, extend the time of delivery for the goods or terminate unconditionally and without liability the purchase order at no cost to the extent so affected or prevented.

6.- Buyer must confirm its acceptance of the goods at, or immediately after, delivery as defined in clause 3 above. In any case, the buyer is conclusively deemed to have accepted the goods in 5 calendar days as from the day of delivery of the goods and waive all claims in respect of such goods to the extent not prohibited by applicable law, unless it sends us before the expiry of this period a registered letter stating in a detailed manner the alleged defects. In such case, the buyer must take all useful measures to allow inspection and to limit his damage.

7.- Goods which we recognize or are recognized in court to be defective (being apparent or hidden defects. Hereunder, “defect” means non-confirming to specifications provided by us) shall, at our discretion, either be repaired or replaced free of charge or be reimbursed in part or in full. We shall not owe buyer any indemnity unless the buyer proves that we have committed gross negligence. In any case where an indemnity would be due, such indemnity will cover direct damage only and will not cover indirect damage such as, without limitation, loss of production, turnover or profit, loss of cost reductions, loss of data or reputational damage. The total our liabilities arising under or in connection with purchase orders shall nor exceed the purchase price under the applicable purchase orders. Hidden defects must be notified in writing to us within 7 calendar days from their discovery and before shelf-times or warranty periods of such goods expire (warranty period is six (6) months form the time of delivery if such period is not described). Failure of the buyer to make a written notice as set forth above constitutes acceptance of such goods and waiver of all claims in respect of such goods by the buyer to the extent not prohibited by applicable law.

8.- Terms of payment shall be net 30 days after invoice date. Invoices shall be payable to our bank account indicated in the invoice. In case we do not receive payment on the due date, the buyer shall pay to us late interest from the due date at a rate of 1% per month. In addition, in order to compensate our additional damage, such as administrative and other costs, resulting from the non-payment on the due date, the buyer shall owe liquidated damages equaling 12% of the amount of the unpaid invoice(s) with a minimum of 50,- Euro. Without prejudice to the foregoing and to any other right we may have by law, if an invoice is not paid on its due date, we are entitled without any formality (such as a prior notice of default or a court intervention) to claim immediate payment of all amounts owed to us by the buyer, even if not yet payable and to suspend or cancel the relevant order or any other outstanding order of the buyer by giving written notice thereof to the buyer. In case we opt for cancelling the relevant order or any of the outstanding orders of the buyer, the buyer shall pay to us as a lump sum compensation for not executing the sale, an amount equal to 30 % of the agreed purchase price of the cancelled orders.

9.- The goods will only become the property of the buyer after full payment of the amount invoiced for the same. Notwithstanding the prior sentence, all risks relating to the goods pass to the buyer as from the moment the goods are delivered to it pursuant to clause 3 above. As long as the goods have not been entirely paid for, the buyer will see to it that said goods at all times (i) remain under its exclusive control, (ii) are kept separate from other assets owned or leased by the buyer, (iii) are clearly marked by publicity indicating that they belong to us, and (iv) will not be incorporated in other assets or transformed in any manner, allowing to trace and identify said goods at all times. Failure to observe any of these conditions (i) to (iv) triggers damages amounting to 30 % of the purchase price (the latter remaining due). If the buyer is tenant (and not owner) of the premises where the goods will be kept, it will inform its landlord, in writing with a copy to us, of the ownership status of the goods under this retention of title prior to bringing the goods into the leased premises. In the event third parties would exercise any creditor rights over the goods, the buyer will inform us thereof immediately and grant all reasonable assistance to us at no cost in view of safeguarding our rights over the goods sold. In case of the goods being taken back, the buyer shall owe us their loss of value, if any.

10.- The international rules for interpretation of trade terms laid down by the International Chamber of Commerce are applicable to all our international transactions.

11. In the event all or part of a provision hereof were to be declared invalid, the valid part of said provision and all other provisions hereof will remain valid and effective.

12.- Belgian law is applicable to all our sales. Any disputes relating to the existence, the interpretation or the performance of our sales shall be of the exclusive competence of the Courts of Brussels, Belgium, it being understood that we reserve the right to bring any dispute before the courts of the buyer’s place of residence.