General terms of sale

GENERAL TERMS OF SALE

1. In order to commit our firm every order must be confirmed in our office.

2. Acceptance of our general terms and conditions implies that the customer fully renounces the application of its own general (purchasing) conditions.

3. We take all useful steps in order to respect the terms of delivery and we do not accept any penalty of delay.

4. A delay in the delivery may not in any case lead to a cancellation of the order. Force majeure and breakdown, of whatever nature or cause they may be, which would occur at the seller’s place and which would considerably modify all circumstances in which the contract has been concluded, entitle the seller to extend the delivery term and to, if need be, terminate the contract. In this case, the buyer cannot claim compensation.

5. If the delivery would be planned later than 3 months, reckoning from the drafting of the order confirmation and the labour costs and/or prices of materials, raw materials and starting substances would be increased meanwhile, as well as in case of delivery postponement on the buyer’s request, for whatever reason it may be, the seller reserves the right to himself to adapt his prices to the day rate, which is applicable at the moment of the real delivery. This price adaptation cannot rise however to the cancellation of the order.

6. The goods are dispatched at the own risks of the consignee.

7. The purchaser will submit the goods to a control, immediately after he has received them. A complaint will only be admissible when it is formulated in writing within a period of 5 days after delivery of the goods. At the expiry of these period, all eventual complaints will be refused for reason of “out of time” and “unfounded”, without the buyer being entitled to compensation.

8. All the invoices are to be paid in Antwerp.

9. Our agents or representatives do not have authority to collect the amount of the invoice except explicit stipulation.

10. The risk of change is chargeable to be buyer.

11. In the absence of any express written provision to the contrary, all invoices are payable 28 days after invoice date.

12. Any amount unpaid on the due date shall, automatically and without prior notice, bear interest at a rate of 2 % above the Belgian legal interest rate, with a minimum interest rate of 8 %.

13. We reserve the right to increase by 8 % the amount of any invoice unpaid on the due date. The minimum amount of any such increase shall be the lump sum of 40.00 EUR.

14. Should an invoice remain unpaid on the due date, all invoices shall immediately become due for payment, regardless of their original date of maturity. In the event that any invoice remains unpaid, we reserve the right to terminate all existing, executory agreements with the buyer.

15. Should the buyer fail to honor his engagements, we may consider the contract cancelled and a letter sent by recorded delivery by us to the buyer shall be evidence of our exercise of this right. Such action shall not in any way limit or prejudice our other rights.

16. If in our opinion, there is a deterioration in the creditworthiness of the buyer on account of measures of judicial execution against the buyer and/or other negative demonstrable events, we reserve the right to suspend all or part of any contracts in operation and to ask the buyer to provide such guarantees as we may deem proper to ensure the fulfilment by the buyer of his engagements under the contract. Such request may be made before or after the delivery of all or part of any order.

Should the buyer fail to meet any reasonable demand for such a guarantee, we shall have the right to cancel all or part of any contracts in operation. Such actions shall not in any way limit or prejudice our other rights for damages and interests.

17. RETENTION OF TITLE CLAUSE

A. Risk of damage to or loss of the goods shall remain with the supplier until delivery to the buyer.

B. Until such time as the buyer pays for all goods and/or services the subject of the contract and all other goods and/or services supplied by the supplier to the buyer under any contract whatsoever:

• the property in the respective goods supplied by the supplier will remain vested in the supplier;

• the buyer must store the respective goods so that they are clearly identifiable as the supplier’s property;

• the buyer must insure the respective goods against the risks for which a prudent owner would insure them, and hold the policy on trust for the supplier;

• the buyer may use those goods and sell them in the ordinary course of its business, but that right is immediately revoked if:

o the buyer makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, or is unable to pay its debts or otherwise becomes insolvent; or the supplier serves notice in writing to revoke the right.

C. The buyer must inform the supplier, in writing, immediately if it becomes insolvent.

D. If the buyer’s right to use and sell the goods ends the buyer must allow the supplier to remove the goods.

E. The supplier has the buyers permission to enter the buyer’s premises where the goods are stored:

• on reasonable written notice, to inspect them;

• and after the Customer’s right to use and sell the respective Goods has ended, to remove them, using reasonable force if necessary.

18. The conditions of this contract shall not be modified in any way by the drawing or acceptance of a bill of exchange or by any other arrangement, nor shall any such act constitute a novation.

19. All disputes between the parties regarding the agreements which are subject to these terms and conditions will be under the exclusive jurisdiction of the courts of the district of Antwerp, without prejudice to the right of the seller to designate the courts of the domicile of the Buyer or, for any other reason, designate the competent courts .

20. All agreements to which these conditions apply, with the exception of art. 17 for which the law of the country where the buyer is established applies, and any other agreements that come from it are governed exclusively by Belgian law. The application of the rules of private international law and the Vienna Convention of 11 April 1980 are expressly excluded.