General conditions

ARTICLE 1 - FIELD OF APPLICATION

Unless otherwise agreed, all commitments made by our company are subject to the following conditions, which must be unconditionally accepted by our customers and have to form integrant part of each agreement made with the customer. Only comment made within eight
days following the date of the invoice will be considered as valid. Any modification made to these general conditions is not allowed unless it is explicit mentioned in the special conditions. The customer’s general conditions are explicit excluded, even if they were announced
after notification of these conditions.

Our firm has the right to modify these general conditions on its own initiative. These modifications also apply to agreements that have already been made. Modifications are valid one month after notification by means of a written announcement. Until the moment of coming into force, the customer reserves the right to resign a contract by means of a registered letter if he is not willing to accept the modifications. After coming
into force, the customer is considered to have accepted the modifications silent.

ARTICLE 2 - OFFERS / QUOTATIONS

Customers’ orders will only be considered as definitive following written order by a person authorized by the other party or company.

Our quotations are only binding if they were signed by the manager and they remain valid for one month from the date of the quotation. After this, we reserve the right to modify our proposals to take account of changed conditions, such as increases in cost prices.

ARTICLE 3 - TERMS OF DELIVERY

Orders received are executed in strict rotation. Delivery times is given for confirmation only and does not imply any formal obligation so that for late delivery there isn’t any entitlement to compensation, unless there is a previous written proof or default and a final but reasonable delivery date has been stipulated.

Circumstances considered as beyond our control, release us from all circumstances in connection with the contracted production and delivery of goods, and exclude us from any compensation (including compensation previously agreed by contract): those events which
alter the operating conditions of our company, such as: non-exhaustive; war, requisition, political, social or economic disturbances, strikes, fires, storms, floods, bad production, which would oblige us to restart production, damage to machines and/or tools, shortage of raw
materials, bankruptcy of, or delay in delivery from our suppliers, refusal to market situation existing at the time of signing the contract as well as all circumstances that slow down or make the execution of the agreement
impossible, either with us, or with our suppliers and subcontractors.

The initial time of delivery expires if the customers modifies his order. Every right to remedy due to late delivery expires by lack of protest by the customer at the time of delivery. Every possible liability or obligation to indemnity is always limited up to 15% of the
selling price of the goods to be delivered. In Belgium, deliveries are executed free on board for every order over 800,00 EUR, taxes and transport not included. Deliveries are not executed free on board for every order under 800,00 EUR, taxes and transportation not included. With respect to exportation, the regulations of the concerning country are in force as well as the Inco-terms 2000, so far as they are not in accordance with definitions from present conditions.

Goods are always transported at the purchaser’s risk. Complaints relating to the condition of the merchandise or the packing upon receipt, are only admissible, when they are indicated on the delivery note and have to be notified to our firm by means of a registered letter within 8 days after delivery.

ARTICLE 4 - PRODUCTS

We reserve the right to change a product of our range in any way (composition, finish, colour, width, etc.) without notice except if this certain characteristic was the object of the agreement and if the customer has protested by letter within 8 days after notification of this modification. We cannot guarantee uniformity of colours of items from different manufacturing batches. The fact that an article appears in our catalogue or that we have supplied samples of the item, does not commit in any way to continue with the production of the item, or the case of an item already withdrawn, with or without notice, to restart production.

ARTICLE 5 - COMPLAINTS

Every delivery has to be checked immediately after receipt by the customer. Complaints are only admissible if submitted in writing within eight days of receipt of the merchandise and provide it has not been subjected to any alterations. The use of the merchandise, even
of a part of the delivery, is considered as acceptance. Returns will not be accepted without our written agreement. Such agreement does not imply any acceptance of responsibility. All returns of merchandise must be made free of charge to our warehouses at the customer’s risk. The merchandise must be correctly packaged when returned.

In case of non-conformity our firm shall by choice either repair or trade the damaged goods, all without any right to additional indemnity. Our firm can opt to compensate the client for the defective goods. Complaints with regard to hidden defaults are only admitted if they were notified by motivated registered letter within a year after the delivery and always within 15 days after determination of the default. The burden of proof of the timeliness is the responsibility of the buyer. After this term, every delivery has to be considered as entirely and irrevocably accepted. Complaints, even tough they are , do not provide the right to the client to postpone the further execution of any contract.

ARTICLE 6 - SEVERANCE & RESIGNATION

Every severance, resignation or annul of an order or contract gives our firm the right to an indemnity from which the minimum is flat rate established at 15% of the agreed price, what’s claimed above to be proved by us.

Our firm has the right to postpone further deliveries towards the client and/or annul all entered contracts with the client, without judicial intervention, without preliminary formal notice, without indemnity to the client and this un diminished the right to indemnity for our firm, from which the minimum is flat rate established at 15% of the agreed price, what’s been claimed above to be proved by us.

When the client refuses to grant the conditions of these general terms and conditions, our firm has the right to consider contracts with the client to be dissolved without any judicial intervention and without preliminary formal notice, without any duty to reimbursement. This condition applies also when during the execution of the contract, the financial situation of the client changes to such a degree that one has to fear for insolvency, for the loss of guarantees to this debt-recovery or when the client is stated bankrupt.

If our firm decides to resign the agreement in accordance with the general conditions, our firm reserves the right to claim back the merchandise. The entire invoice price plus interests, costs and lump sum damages are to be paid by the client, indeed after deduction of an amount equal to the actual value of the goods withdrawn.

The client declares explicitly that all assets which he owns towards our firm, on account of guarantee and at every time, can be compensated with all debts resulting from this contract.

The customer and the seller explicitly declare that all claims of any nature, present and future, which they posses, will be compensated automatically between
them with all debts of any nature, present and future which they owe each other and this from the moment these claims or debts originate, independent of their claim ability. In case of bankruptcy, dissolution off the customer or in case the customer demands a friendly agreement or judicial reorganisation in accordance with the law of 31 January 2009 on the continuation of enterprises, we shall have the right to compensate the, at the moment of bankruptcy, dissolution or demand of one of the procedures of the law of 31 January 2009 from the customer, existing claims, claimable or not, with the, at the same moment, existing debts in our favour, before any payment to the collection of claimers of the bankrupted, dissolute or customers who refer to the law of 31 January 2009.

ARTICLE 7 - FIELD OF APPLICATION

Every first order is supplied cash on delivery, without discount. Without specific agreement, invoices are payable within thirty days of the date of the invoice without discount in Mouscron, Belgium. The work is charged as determined in the agreement. In case nothing has been determined, the work will be charged as the deliveries or the work proceed.

In case of non-payment of the debt at the due date, by force of law and without formal notice, an interest of 1% a month on the claimable amount is indebted. Also by force of law and without formal notice, the claimable amount is increased with 15% as a flat rate compensation, with a minimum of 50 EUR, without prejudice to the right of the creditor to claim a higher indemnity what’s been claimed above to be proved by him.

When a specific invoice has not been paid by the expiry date, the due balance of all other invoices, even those which have not yet passed their expiry dates, may be legally claimed. Failure to pay by the expiry date and, in general, all failures of the customer to meet his obligations, gives us the legal right to suspend all other orders, without having to pay an indemnity to the purchaser.

Moreover, if there is no result following proof of default by registered letter, we will have the right to cancel all pending orders , without prejudice to our right of indemnity by a fixed and irreducible amount equal to 15% of the value of the orders thereby cancelled.

The fact of drawing or accepting bills or other negotiable document is not evidence of any other claim and does not change the present conditions of sale.

If it becomes clear that the credit worthiness of a purchaser deteriorates, for example if legal steps are being taken against the purchaser, and/or circumstances exist which put in question, or make impossible, the proper fulfilment of the agreement, we, the sellers reserve the right to demand the necessary guarantees. In the case of a refusal by the purchase, we reserve the right to completely or partially cancel the order, even when the goods have been totally or partially been dispatched.

By this full or partial non-payment, our firm has a right of retention on all objects that are still stored in our warehouses as bail for payment by the client.

ARTICLE 8 - TRANSFER OF PROPERTY AND RISK

The seller retains ownership of the goods until payment has been completed. The risks, cases of vis major and destruction included, are the responsibility of the purchaser. The deposit of the goods pending on their delivery or collect, occurs at risk of the client. Advance payments will be kept to cover possible incurred through the resale of the goods.

The client admits that this reservation of title has been notified and accepted by him before delivery of the goods. Having regard to the reservation of title, it is illegitimate to the client to transfer, pledge, encumber or dispose in any other way about the sold goods, before full payment and this under penalty of extra indemnity on a flat rate basis, equal to the half of the price of the delivered goods. If the customer passes, in spite of this reservation title, on to alienation to a third party, the customer cedes his debt to compensation of the price of the alienation as a certainty for our firm.

ARTICLE 9 - COMPETENCE

All agreements made with our firm are submitted to the Belgian right. Only the courts of Kortrijk in Belgium will be considered as competent to deal with all litigation, both in cases of acceptance of a bill of exchange or promissory notes, as well as cases regarding claims under guarantee, forced intervention, litispendence or attachment.

ARTICLE 10 - INTERPRETATION

Where there is a difference of interpretation, the French text has the priority. The Dutch, French or German text of these general conditions may be obtained on request.