1. Without prejudice to the applicability of any special terms, which take precedence over these general terms and conditions, all our sales and any services are carried out under the following terms. These shall take precedence by law over the customer’s purchasing conditions. The possible invalidity of one or more provisions of these general terms and conditions shall not affect the applicability of all other clauses.

2. Offers made by us or on our behalf are valid for one month from the date of the offer, unless otherwise stipulated. All orders placed through an intermediary are valid only after they have been confirmed in writing directly to the buyer by the seller.

3. Our prices are exclusive of VAT, taxes, packaging, handling, and transportation costs, unless otherwise stated.

4. The indicated execution or delivery times are for guidance only. Exceeding the anticipated execution or delivery time can under no circumstances, except in cases of intent or gross negligence on the part of the seller, lead to the termination of the sales contract. Any delay in execution of which the seller becomes aware will, however, be communicated to the buyer as soon as possible. Changes to the order automatically invalidate the previously estimated delivery times.

5. Delivery of the goods takes place at the seller’s premises, as specified on the front of the invoice, at the moment the goods are made available to the buyer. The goods are transported at the buyer’s expense and risk.

6. Claims for visible defects must be made in writing by noting a reservation on the delivery slip. Claims for hidden defects must be made in writing with a clear description of the defects. The parties agree that the short term referred to in Article 1648 of the Civil Code or other applicable legal provisions is set at six months from the delivery date. The seller has the option either to terminate the contract or to replace the defective goods. The seller’s liability is in all cases limited to the maximum value of the goods covered by the contract. The seller shall not be liable for indirect damages. Furthermore, the seller cannot be held liable when the goods have already been processed or used. Defective goods may only be returned after written approval by the seller and are always transported at the buyer’s expense and risk. The seller’s consent to accept the return of goods does not constitute an acknowledgment of liability.

7. Invoices are payable within 30 days from the invoice date, unless other payment terms are specified on the front of the invoice. Any amount remaining unpaid on the due date shall, by operation of law and without prior notice, accrue interest at the rate set forth in the Law of 2 August 2002 on combating late payment in commercial transactions, increased by seven percentage points and rounded up to the next half percent, with a minimum of 12% per year. In the event of non-payment on the due date, the outstanding invoice amount – after formal notice – shall be increased by 20%, with a minimum of €100, as conventional and fixed compensation, even if payment terms have been granted. This penalty clause does not constitute compensation for any legal collection costs. Non-payment of an invoice on the due date triggers the immediate enforceability of all outstanding invoices, including those not yet due, regardless of previously granted payment terms. Unreserved payment of part of the invoiced amount shall constitute acceptance of the invoice. Partial payments are accepted with all reservations and without any prejudicial acknowledgment. They shall be applied first to any legal costs incurred, then to accrued interest, next to the fixed compensation, and finally to the principal amount.

8. The application for a composition with creditors (amicable or judicial), suspension of payments – even if not officially established – or any other fact indicating the buyer’s insolvency, results in the immediate enforceability of invoices relating to the delivered goods.

9. Payments made to intermediaries only discharge the payer to the extent that they are transferred to the seller.

10. When the seller is unable to perform the contract due to force majeure, even if the force majeure does not result in permanent and/or absolute impossibility of performance, the seller has the right to cancel the contract by simple written notice to the buyer stating the reason preventing performance of the contract. In such cases, the seller shall not be liable for any damages to the buyer. Force majeure events include, but are not limited to: natural circumstances, strikes or lock-outs, fire, flooding, seizure, embargo, shortage of transport means, general scarcity of raw materials or goods, energy consumption restrictions, regardless of whether the force majeure occurs at the seller or at any of its suppliers.

11. The goods delivered to the buyer, even when used by them, remain the property of the seller until the full payment of their price. The buyer undertakes not to sell the goods, transfer them to third parties, or use them as security as long as they remain the property of the seller. In case of non-compliance with this prohibition, a fixed compensation of 20% of the sale price shall be owed by the buyer. If the goods are nevertheless sold, the right to the resulting sale price shall replace the delivered goods. From the moment the contract is concluded, the buyer assumes the risk of damage, destruction, or loss of the goods.

12. The contract is executed at the seller’s registered office. Belgian law applies. The parties expressly agree that the provisions of the Vienna Convention on Contracts for the International Sale of Goods of 11 April 1980 do not apply to their current and future relations. All disputes fall exclusively within the jurisdiction of the courts of the seller’s district, unless the claimant chooses the courts competent under Article 624 of the Belgian Judicial Code.