General Terms and conditions of sale & delivery

Article 1: Definitions

In these general terms and conditions of sale and delivery, the following terms shall mean: - “Sourz International NV”: Sourz International NV, public limited company under Belgian law, Amerikalei 109, 2000 Antwerpen, Belgium - “Customer” or “principal”: The person who commissions Sourz International NV, and/or places an order with Sourz International NV, and/or the person with whom Sourz International NV enters into an agreement; - “Products”: The goods and/or systems supplied by Sourz International NV.

Article 2: Scope

2.1 All quotes, offers and/or agreements with Sourz International NV relating to the supply of goods and/or the provision of services are exclusively governed by the present general terms and conditions of sale and delivery of Sourz International NV, hereinafter referred to as “the conditions”.
2.2 The principal recognises, prior to entering into the agreement, having taken cognisance of the conditions that are an integral part of the agreement with Sourz International NV, and having accepted them.
2.3 Any conditions – of whatsoever nature – that have been adopted by the principal, whether included or not in the general conditions adopted by the principal, only apply if these conditions have been expressly accepted in writing by Sourz International NV. In the absence of such express and written acceptance by Sourz International NV, the general conditions of Sourz International NV shall always take precedence over the conditions of the principal.

Article 3: Conclusion of the agreement

3.1 Sourz International NV is only bound insofar as it has accepted in writing the customer’s order or has sent its invoice. During that interval, the customer may not cancel his order without the written consent of Sourz International NV. Quotes are only binding upon Sourz International NV if they state a period of validity, this always being subject to the harvest as well as to the force majeure and chance (such as industrial action, diseases and machine failure), Sourz International NV reserves the right to alter at any time the characteristics of its products.
3.2 In the event of unilateral cancellation of an order not yet approved by Sourz International NV, or in case of cancellation of the agreement by the customer, the latter shall owe to Sourz International NV, by law and without prior notice, a lump sum compensation of 20% for the portion up to EUR 100.000 and 5% for the exceeding portion of the order or agreement, increased by all expenses incurred by Sourz International NV, without prejudice to Sourz International NV’s right to possibly claim higher damages.

Article 4: Transfer of ownership and Risk

4.1 Sourz International NV remains the owner of the supplied goods until the price has been paid in full and the customer has settled all previous invoices. It reserves the right to claim back at all times the supplied goods at the customer’s expense. A simple letter exercises this re-claim right. In the event to the resulting sales price substitutes the supplied goods. Without prejudice to that state above, all risks of whatsoever nature are transferred to the customer from the time of delivery. For the application of the present article, the delivery is deemed to take place from the moment the products have left the buildings that are owned or used by Sourz International NV, even if the delivery is made free of charge.

Article 5: Price

5.1 Unless otherwise stipulated, all our prices are given in EURO, ex works, and are exclusive of all duties, costs and taxes.
5.2 Upon stating or linking a foreign currency, the prices of Sourz International NV are readjusted, proportionate to the change in the exchange rate of the applied currency in relation to the Euro, at the time of invoicing.

Article 6: Payment

6.1 Unless otherwise stipulated, payment is to be effected in the manner and the place indicated by Sourz International NV, no later than 30 days following the month of invoicing, without discount. However, Sourz International NV has the right to demand, without stating any reason, early payment of a portion of or the whole of the price prior to shipping the products.
6.2 Unless otherwise agreed, the invoices of Sourz International NV are payable in cash in case of export. At the time of placing his order, the customer shall also open an irrevocable documentary credit, to be used on approval and confirmed by a Belgian bank.
6.3 In case of non-payment of the invoice within the specified time, a delay interest rate of 1% per month on the amount fallen due shall be payable, by law from the due date and without prior notice, whereby a portion of a month serves as a full month.
6.4 Furthermore, the customer shall owe, by law and without prior notice, a lump sum of compensation of 10% of the invoice price under or equal to EUR 25,00 (with a minimum of EUR 50,00), and of 5% for the surplus. Expenses related to unpaid bills or cheques as well as other collection costs are not included in this lump sum compensation and are separately charged to the customer.
6.4 In case of non-payment of a sum fallen due, all other amounts not yet due become payable.
6.5 The customer is not allowed to suspend his payments in the event of a complaint.

Article 7: Periods of delivery

7.1 The specified periods of delivery are approximate and oblige Sourz International NV to do its utmost to honour them; however, any exceeding thereof shall not give the customer any right to compensation and/or cancellation of his order, nor allow him to invoice any right of suspension with respect to the fulfillment of his payment obligations.

Article 8: Resolution by law and without prior notice

8.1 Sourz International NV has the right, by law and without notice, to terminate the agreement, effective immediately, by giving written notification to the customer, in one or more of the cases forth below: - when the customer fails to fulfill his obligations or fails to do so adequate or timely manner; - in event of bankruptcy or liquidation of the customer; - in the event of seizure of bank accounts or other assets of the customer; - when the customers , resells, pawns or encumbers with charges products delivered under retention of title; - in case of protesting of trade documents belonging to the customer.
8.2 Furthermore, Sourz International NV has the right, in the circumstances set out above, to demand guarantees from the customer and/or to suspend the remaining supplies without any formality and without prejudice to all its rights.

Article 9: Acceptance of protest

9.1 No later than two days following delivery of the products to the customer. In the event of this period being exceeded and/or in case of any other default with respect to the foregoing, any liability of Sourz International NV shall cease to exist, except in case of intent, it being understood that Sourz International NV can by no means be held liable for fault committed by its staff.
9.2 All complaints relating to non-visible flaws must immediately be reported in writing to Sourz International NV no later than eight days after the customer has discovered it. In the event of this period being exceeded and/or in case of any other default with respect to the foregoing, any liability of Sourz International NV shall cease to exist, except in case of proven intent, it being understood that Sourz International NV can by no means be held liable for faults committed in this respect by it staff.

Article 10: Access

10.1 As far as necessary, the customer shall ensure that Sourz International NV has access, at all times and on its own or accompanied by other persons, to the facilities where the products delivered by Sourz International NV and of which it still is the owner, are located. The customer shall inform Sourz International NV, at its initial request and at any time, in writing about the location of each product delivered by Sourz International NV and of which it is still the owner.

Article 11: Liability

11.1 Sourz International NV shall not be liable for indemnity to the customer or to any third party for indirect damage, including but not limited to: loss of profit and increase in overhead as a result of malfunctions, interruptions or a shutdown of the customer organisation or of part thereof owing to the delivery of goods which are not in accordance with the demand or any other delivery not in accordance with the demand.
11.2 With the exception of intent on part of Sourz International NV being liable for errors of its staff, any liability of Sourz International NV for direct damage or loss sustained by the customer or any third party is excluded. Subsequently, both for direct and indirect damage, the customer agrees to irrevocable and definitively waive his rights of redress or claims, if any, vis-à-vis Sourz International NV.
11.3 In the event that Sourz International NV were to be held liable, Sourz International NV’s cover for damages would be limited to EUR 250.000 per claim and insofar as it is effectively sustained and proven damage.
11.4 The returning of products will only be accepted with the written permission of Sourz International NV and in accordance with its instructions.
11.5 Unless otherwise stipulated, the costs and risks of the return shipments carried out by the customer shall be borne by him, as well as the disassembling and reassembling of the parts. When on-site repairs are needed, the travel and accommodation costs of Sourz International NV’s staff (as well as of people working as subcontractors for Sourz International NV, as may be the case) as well as the transport costs and risks of the required tools and equipments shall be borne by the customer, unless otherwise agreed.
11.6 Sourz International NV is not responsible for: - damage resulting in part from an error on the part of the victim or of a person for which the victim is answerable for; - infringements on patents, licenses and/or other rights of third parties resulting from the use of data provided by or on behalf the principal; - damage done to or the loss of, through any cause whatsoever, raw materials, semi-finished products, models, tools, etc. made available by the principal.
11.7 The customer expressly agrees to indemnify Sourz International NV and to fully compensate it for all claims from third parties with respect to compensation for damage sustained by them, in those cases where Sourz International NV’s.
11.8 The customer expressly agrees to indemnify Sourz International NV and to fully compensate it for all claims from third parties following a violation of the law of 25 February 1991 relating to liability for faulty products or any similar legal requirement based or not on the European directives pertaining to product liability, including the claims against Sourz International NV’s co-debtors having been kept in solidity.

Article 12: Intellectual property

12.1 All information and documentation provided to the customer remains the property of Sourz International NV. It may not be wholly or partially photocopied, nor may it be shown to third parties and/or handled to them in any form whatsoever. It may be used solely for the purpose for which it was provided. The supplying of the said information shall not be construed as a transfer or the granting of a license, patent or any other intellectual or industrial proprietary right, nor shall the passing of this information constitute a guarantee as to the non-violation of intellectual or industrial proprietary rights of third parties.

Article 13: Applicable law and jurisdiction

13.1 All quotes, offers and/or agreements with Sourz International NV are governed by Belgian law, with the exclusion of international treaties or similar regulations pertaining to the purchase of movables. 13.2 All disputes emerging or arising from the quotes and/or offers submitted by Sourz International NV and/or from agreements entered into with Sourz International NV are subject to the jurisdictions of the courts of Belgium. However, Sourz International NV reserves the right to bring the dispute before any other competent court, in Belgium or abroad.

Article 14: Interpretation

14.1 The articles heading set forth in the agreement concluded between the parties and in the general conditions are included for reference purposes only and shall by no means determined, restrict or expand the contents or meaning of those conditions. They are no art of these conditions irrespective of the objective.
14.2 In the event that a provision or part of a provision of these conditions were to be void or non-opposable, or be non enforceable for whatever reason, the provisions of these general conditions would continue to be in full force. In such case, the parties shall pursue, in good faith, a solution and/or provision that best resembles the provision or part of the provision that would have been declared void, non-opposable or non enforceable.
 

General Conditions for the Purchase of Goods

1. PREAMBLE

1.1. Applicability

These General Conditions are applicable to requests for proposals, offers (as a reaction to a request for proposal or otherwise) as well as to Contracts having in view Purchase Orders for Goods by a Customer being a legal entity belonging to the Sourz International NV Group.

1.2. Definitions 

In this document, the words and expressions mentioned below shall have the following meanings: 

Authorised Representative: the natural person(s) who is (are) allowed to lawfully represent a Customer.

Contract: the Contract governed by these General Conditions, concluded between a Supplier and a Customer having as subject a Purchase Order of Goods. 

Customer: legal entity being part of the Sourz International NV Group, issuing the request for proposal or subscribing the Purchase Order. 

Deed of Contract: any document, irrespective of its form, establishing the conclusion of the Contract (for example, the Purchase Order form of the Customer accompanied by, according to the circumstances of the case, an offer, the tender sent in, or the conformable acceptance of the Supplier; or a document, signed by the Customer and the Supplier, establishing the conclusion of the Contract). 

General Conditions: the conditions, which are applicable to all Purchase Orders for Goods by a Customer, unless explicitly contravened. These General Conditions consist of three chapters: 

Goods: movables. 

Normal Business Hours: the normal business hours are from 09.00 to 16.00 hours on a Working Day. 

Purchase Order: a Purchase Order for Goods. The notion Purchase Order includes both the pre-contractual and the contractual Purchase Orders. Pre-contractual Purchase Orders are orders, which are yet to be accepted by the Supplier. Contractual Purchase Orders on the other hand mainly cover the orders which have been simultaneously accepted by the Supplier and which therefore constitute the Contract; they may also refer to Purchase Orders which have been issued fully in accordance with the offer of a Supplier, within the acceptance period stated in said offer.

Purchase Order for Goods: every Purchase Order for obtaining Goods within the scope of a purchase agreement. 

Special Conditions: the supplementary conditions which, unless explicitly contravened, are exclusively applicable to Purchase Orders with regard to some categories of Goods. The Special Conditions supplement the General Conditions and may deviate from them. They may be included in the Purchase Order.

Supplier: the vendor of the Goods. 

Working Day: bank working day; consequently, not to be considered working days are Saturdays, Sundays and holidays, and bank holidays in the country of the Customer. 

2. GENERAL CONDITIONS APPLICABLE TO PURCHASE ORDERS FOR GOODS

2.1. Requests for proposals and offers 
Issuing a request for proposal is optional.

The Customer shall not enter into any engagement by issuing a request for proposal. In particular, it follows:

· the request for proposal does not constitute any engagement on the Customer’s part, neither contractually nor extra-contractually;

· the Customer has the right to withdraw the request for proposal or to change its conditions, at any moment and without previous notice and without compensation.

· the Customer preserves the right to enter into an agreement at his own discretion with the Supplier of his choice, tenderer or not, and without being obliged to motivate or justify this choice;

the tenderer that was not elected shall in no way be entitled to claim damages at the Customer’s expense. Offers issued by the Supplier are considered to be irrevocably binding for a period of at least ninety days, starting from the date of receipt by the Customer, unless agreed otherwise in writing. With the exception of VAT, the price mentioned in the offer by the Supplier is considered to include all fiscal and other charges concerning the Goods, as well as all costs for the production, the delivery, the transport, the conditioning, the packaging (and its removal and disposal), the insurance, the import and/or export, the safety measures, if any, and, if necessary, the assembly, testing and/or putting into production, in order to deliver the Goods at the site indicated by the Customer. This account is indicative, not exhaustive. 

2.2. Conclusion and proof of the Contract

The Contract is concluded by the Supplier’s acceptance of the Customer’s Purchase Order. The acceptance by the Supplier may be explicit or tacit. In any case, the mere act of delivery of the Goods or the start of the execution of the Services are considered to be an acceptance of the Purchase Order by the Supplier. A Purchase Order is also considered to be accepted if the Supplier did not reject said Purchase Order in writing within five Working Days from its sending date. In case the Customer requested a confirmation in writing from the Supplier, the Contract shall not be brought about until the Customer receives this confirmation. The Contract can also be concluded while no previous, formal, specific Purchase Order was necessarily issued. A Purchase Order may simultaneously be accepted by the Supplier and thus constitute the Contract. Moreover, the Purchase Order shall be considered accepted by the Supplier if it is fully in accordance with the Supplier’s offer and if it is issued within the acceptance term dictated in the offer. Until the acceptance from the Supplier, the Customer shall have the right to withdraw the Purchase Order by a simple notice. Contrary to the first paragraph of this article, the Customer reserves the right to cancel by a simple notice, ipso iure and without compensation, any Purchase Order for which he did not receive an acceptance in writing. Notwithstanding the stipulations in the second paragraph of present article, the Purchase Order can be proven exclusively by a Deed of Contract. To validly bind the Customer, the Deed of Contract shall be signed by an Authorized Representative. As a result, oral Purchase Orders or Purchase Orders in writing which are not signed by an Authorized Representative shall in no way bind the Customer nor constitute any civil liabilities. 
2.3. Components of the Contract – Priority order 
The Contract consists of the following components:

· The Deed of Contract;

· The Special Conditions, if relevant;

· The present General Conditions.

In case of contradictions between the various components of the Contract, the above-mentioned order shall apply. 
In case the Deed of Contract consists of various contractual components, the following order shall apply:

· The Purchase Order of the Customer;

· The appendices of the Purchase Order of the Customer;

· The Customer’s request for proposal, if relevant;

· The Supplier’s offer.

The contravening clauses, which are put aside pursuant to the order above, are considered to be null and void, and as a result shall in their turn not
predominate other clauses which would be in a lower rank pursuant to same order.
If relevant, the Special Conditions as well as present General Conditions, including the Customer’s Purchase Order form, may be incorporated in the Deed of Contract, or be the object of separate documents; in the latter case, an explicit reference shall be made in the Deed of Contract.

2.4. Exclusion of general and/or particular conditions of the Supplier 
The general (sales or contracting) conditions of the Supplier shall not be applicable to the Contract. Any stipulation or condition with respect hereto, mentioned in invoices, correspondence or any other documents issued by the Supplier will be considered to be non-existent and may not be invoked against the Customer. In this respect, the acceptance and/or the execution of any Purchase Order from the Customer shall constitute irrefutable proof that the Supplier agrees without reserve with present General Conditions. Proprietary reservations made by the Supplier are not applicable pursuant to present article. Such a reservation is herewith explicitly rejected by the Customer, and this rejection is accepted explicitly and without any reservation by the Supplier. Deviations from these General Conditions are valid only if and insofar these deviations are agreed upon explicitly and in writing. If parties agree in writing to make contradictory clauses to these General Conditions, these General Conditions shall for the rest remain into force, even if this is not expressly stated.

2.5 Delivery

2.5.1. Contractual term of delivery 
The contractual (delivery) terms and/or schedules shall be stipulated in the Special Conditions and are absolute deadlines. The Customer has the right to postpone the contractual delivery date with a three Working Days prior notice. The Customer may allow the Supplier an extension of the contractual (delivery) term, if an outside cause not imputable to the Supplier prevents the delivery within the said term. Except for cases of extension of the contractual delivery date at the Customer’s request, the Supplier shall promptly inform the Customer of the causes which prevent the delivery within the contractual term of delivery. The Supplier shall forthwith confirm this information by registered mail, and shall propose an alternative term. The Customer shall give the Supplier notice of his decision in writing. The moment of delivery shall be the time at which the Goods are delivered at the site indicated by the Customer, and are completely at the Customer’s free disposal. If the assignment consists of the execution of Services, the moment of delivery shall respectively be the time at which the works are completed or provided.

2.5.2. Object and location of delivery of Goods 
The object of the Goods to be delivered by the Supplier, as well as the delivery address and the delivery site shall be specified in the Deed of Contract.

2.5.3. Documentation 
The Supplier has the obligation to provide the Customer, in writing or electronically, with all information (among other things, the product’s compounds), documentation, data et al, which the Customer reasonably needs in order to have the optimum use of the Goods. This information, documentation et al shall be provided in the language(s) requested by the Customer. Connected costs shall be included in the price as mentioned in the articles 2.1 and 2.6.

2.5.4. Moratory compensation 
In case the contractual delivery term is exceeded, whether or not extended pursuant to the stipulations above, the Supplier shall incur, ipso iure and without prior serving notice, all damages to be calculated according to the following formula, while the resulting amount shall not be less than EUR 125,00 (one hundred and twenty five euros): C = P x D / 200, where C = the amount of the compensation; P = the price, excluding VAT, of the Goods delivered late; D = the amount of calendar days of the delay. In case of termination of the Contract, the moratory damages shall apply until the day the termination comes into effect.

2.6. Price 
The agreed price is fixed, final, irreversible, and expressed in euro’s. With the exception of VAT, the price is considered to include all fiscal and other charges concerning the Goods, as well as costs for the production, the delivery, the transport, the conditioning, the packaging (and its removal and disposal), the insurance, the import and/or export, the safety measures, if any, and, if necessary, the assembly, testing and/or putting into production, in order to deliver the Goods at the site indicated by the Customer. This account is indicative, not exhaustive. The sums due by the Supplier to the Customer, for whatever reason, shall, as a settlement of debts, be deducted from the purchase price; this clause is particularly relevant to the damages clauses provided in present General Conditions.

2.7. Payment

Payments shall exclusively be made:

1. Upon submission of a legally valid invoice; a legally valid invoice is an invoice compliant with legal requirements, among others with VAT requirements.

2. After acceptance of the Goods.

3. Thirty days from the fulfillment of 1 and 2 above.

The Customer does not accept Goods sent cash on delivery. Invoices must be sent to the address specified in the Purchase Order and must at least contain the following references, without prejudice to relevant legal requirements:

· The Purchase Order number;

· The date and place of delivery;

· The name, identification number and unit price of each article;

· The overall price, excluding VAT, expressed in euro’s.

In case of successive deliveries, the Customer reserves the right to deduct ten percent from the sums due, as a security for obligations yet to be fulfilled by the Supplier.
Any invoice that does not comply with the requirements specified in this article shall suspend the start of the due term of the price and shall
consequently in no way give rise to claims for interest on overdue payments. If the Customer fails in his obligation to pay on time, the Customer shall only be liable to pay interest for overdue payment to the Supplier on the amount owed to the Supplier, but only after the Supplier has issued notice of default in writing to the Customer and has given the Customer a reasonable period of time to fulfill his obligations. The parties agree that the interest for overdue payment will on a yearly basis amount to the interest rate applied by the European Central Bank to its most recent main refinancing operation, increased by 4 per cent. This interest rate applied by the European Central Bank to its most recent main refinancing operation shall be interpreted in conformity with article 3, paragraph 1, sub d) of Directive 2000/35/EC of the European Parliament and of the Council of 29 June 2000 on combating late payment in commercial transactions. 

2.8. Intellectual property rights

The Supplier shall indemnify the Customer against all claims instituted for any liability arising out of an infringement or alleged infringement of intellectual property rights caused by the use of the Goods or Services. The Customer shall immediately notify the Supplier of such claim. In case the Customer has to cease the use of the Goods or components thereof pursuant to such claim or to a judicial decision thereon, the Supplier shall, at his own expense and in consultation with the Customer:

· either obtain on behalf of the Customer a right to continue the use of the Goods;

· or adjust or replace the Goods in order to end the infringement;

· or take back the Goods and credit the Customer for amounts paid pursuant to the Contract; all without prejudice to the Customer’s right to full compensation for damages suffered by him. The obligations stipulated in this article shall remain in force after the Contract is terminated, regardless of the reason for the termination.

2.9. Common practice, and compliance with the current laws and regulations

All Goods must be produced in conformity with common practice and in accordance with technical, professional and ethical standards customary to the trade. Common practice is understood to mean the standards of professional skill applied knowledgeably and thoughtfully in conformity with trade custom and with the state of the art and sciences. The Supplier must be able to submit the necessary certificates of conformity and origin. The Supplier warrants that the Goods provided by him comply with and are produced in compliance with all local, regional, national and European regulations, standards and laws, including safety, environmental and traceability requirements, HACCP, British Retail Consortium and International Food Standards, as well as the regulations, standards and laws of the country where the Goods are produced, used and/or delivered. The Supplier shall compensate the Customer for all damages, fines, penalties and sanctions resulting from violations or breaches resulting from omission, default or negligence of contractual obligations.

2.10. Non-disclosure 
The Supplier must consider all information concerning the Customer, obtained by him during negotiations, and during the realization and the execution of the Contract, as confidential information. Confidential information is understood to mean all information and/or data with regard to personnel, the clients of the Customer, his internal instructions and working procedures, his premises and infrastructure, recipes, designs, plans, diagrams and outlines which come to the Supplier’s knowledge in any way.

Moreover, the Supplier shall use such information solely for purposes for which it is intended. This means that it is forbidden for the Supplier to deliver Goods to the Customer’s customers directly to the extent such Customer’s customers were no direct customers of the Supplier before.

The Supplier shall impose the obligation of confidentiality as described here on all persons employed by him or called in by him for the fulfillment of his obligations. The Supplier shall, by the Customer’s first request, provide the Customer with all relevant requested documents- including confidentiality statements-in order to enable the Customer to ascertain whether the Supplier fulfilled his confidentiality obligations. The Supplier must also take all other reasonably necessary confidentiality measures in order to prevent third parties from gaining knowledge of confidential information and data as described in this article, among which safety measures, while the Supplier shall retain such information no longer than necessary for the fulfillment of his contractual obligations. Furthermore, the Supplier must keep his relationship with the Customer ¬among which the Contract itself- confidential and shall not make it known to third parties in any way, unless approved in advance and in writing by the Customer.

In case of breach of this confidentiality requirement, a fixed compensation shall be payable by the Supplier, ipso iure and without prior serving notice, amounting to EUR 50,000 (fifty thousand euro’s).

The obligations stipulated in this article shall remain in force after the Contract is terminated, regardless of the reason for the termination.

The Supplier procures that the obligations hereunder shall be complied with by its related persons in the sense of the Belgian Companies Code as if such related persons were themselves a party to the Contract.

2.11. The Supplier’s staff

The Supplier shall bring in the necessary staff (including his organization’s technical and managing staff) for the delivery of Goods. He will submit to the Customer an overview of the staffing, with technical references and qualifications of each staff member. This list shall be updated immediately in case of alterations. The Supplier warrants that his staff are of impeccable behaviour and have never damaged the trust placed in them by violating criminal laws, and will at the Customer’s first request submit statutory evidence of good behaviour. The Supplier is responsible for educating and informing his employees. The Supplier’s staff must have the required training and skills for the correct execution of the Contract; if not, the Customer may request their substitution. The Customer may without justification request the substitution of persons who are unsuited to his opinion. In the afore¬mentioned situation, the Supplier shall immediately substitute the employee qualified as unsuitable by the Customer. The Supplier will not substitute any staff member initially assigned to the Contract without the Customer’s prior agreement. The Supplier will only assign persons of whom he has ascertained that the fiscal, social and administrative obligations were fulfilled. He indemnifies the Customer against claims from authorities entrusted with the enforcement of fiscal, social and administrative legislation. The use of the Customer’s staff by the Supplier in the fulfillment of his obligations will be at the Supplier’s risk and expense.

The Supplier shall provide the Customer with the contact details of the persons to contact in case of urgency with regard to the Goods (mobile phone, fax, e-mail). At least one of these persons shall continually be available for the Customer in case of crisis. Such person shall deliver any required information on the Goods in relation to crisis situations within eight (8) hours to the Customer.

2.12. Insurance

The Supplier certifies that he is insured against his civil liability for adequate amounts taking into account his obligations hereunder and under torts law. Such insurance has been underwritten by a premium insurance companies of good international reputation.

2.13. Loyalty

The Supplier shall not promise or grant any direct or indirect benefits to any natural person (and his relations) or legal entity linked to the Customer or a Customer’s customers by an employment contract, a mandate or any other contract, as a quid pro quo for the Contract or in relation to the Contract. In case of violation of present article, a fixed compensation shall be payable by the Supplier, ipso iure and without prior serving notice, amounting to 20% (twenty per cent) of the Contract value, increased, if necessary, by sufficient sums to compensate all damages, while this fixed compensation shall not amount to less than EUR 50,000 (fifty thousand euro’s).

2.14. Bank guarantee for good performance

The Purchase Order may stipulate that the Supplier will submit a bank guarantee at first request as a security for his obligations, in conformity with the stipulations laid down in said Purchase Order.

2.15. Bank guarantee for reimbursement or other

If the Customer has made or shall make advance payments or put resources in his ownership at the Supplier’s disposal, the Supplier must at first request submit a bank guarantee. This bank guarantee will be exclusively at the Customer’s discretion. The Customer is also entitled to demand a bank guarantee, if during the Contract period a reasonable fear arises that the Supplier will not fulfill his obligations towards the Customer.

2.16. Liability

The Supplier is liable for all damages, direct or indirect, arising from either his pre-contractual, contractual or extra-contractual liability under or during the execution of the Contract.

2.17. Review of the Contract in case of a merger 
If the Customer were to merge with another legal entity, whether by assimilation, the formation of a new company, division, contribution or any other similar operation, the more favourable conditions enjoyed by one of the merged legal entities, if any, shall be extended automatically and ipso iure to all similar contracts concluded between members of the newly constituted group and the Supplier. If it is stipulated that the granting of contractual benefits of any kind is depending on the volume, the latter shall be determined by consolidating all Goods delivered to the merged legal entities. Moreover, the Customer may at any time demand a global renegotiation of the volume of Goods agreed in the contracts committing the Supplier and the merged legal entities; if, after a period of three months from the request for a renegotiation, the parties have not come to an agreement, the Customer may unilaterally, without compensation or notice, wholly or partially terminate the contracts concluded between the Supplier and the merged legal entities.

2.18. Non-renunciation

Any renunciation by the Customer of the rights he directly or indirectly derives from the Contract, can only be made effective by signing an explicit and written declaration of such renunciation; consequently, the Customer’s wholly or partially refraining, whether voluntarily or not, from exercising his rights derived directly or indirectly from the Contract, shall in no way result in the renunciation of those rights.

2.19. Contract transfer - outsourcing

The Supplier may not transfer his rights under the Contract and may not in whole or in part outsource the performance of the Contract to third parties without the Customer’s prior written approval.

2.20. Postponement / Right of retention / Settlement 
The Supplier is only entitled to suspend his obligations towards the Customer with the application of article 2.21. The Supplier is not entitled to exercise any right of retention with regard to items in the Customer’s ownership or items to which the Customer has any title. The Supplier shall not be entitled to settlement (compensation) in any case.

2.21. Early termination of the Contract 
The Customer may unilaterally terminate the Contract to the Supplier’s detriment, if the latter has not, within 15 calendar days of being sent a notice of default by registered mail, appropriately acted upon said notice to rectify shortcomings in the fulfillment of his contractual obligations. However, the Customer is entitled to wholly or partially terminate the Contract with immediate effect and without notice of default or compensation, and without prior judicial intervention, or to suspend all or part of his obligations:

1. If the Supplier ceases his profession or business or if there is a threat of cessation or material change; if the Supplier applies for or is granted suspension of payment; in case of bankruptcy or evident insolvency, cessation of payment, request for extension of payment; in the event of punishable acts committed by the Supplier, his administrators, managers or directors, or one of these persons, and/or

2. If any of the following circumstances arises with regard to the Supplier:

3. Decease, events, enactments or proceedings affecting legal capacity or legal rights;

4. Dissolution, liquidation, alteration of legal form or company objectives, reduction of company capital, appointment of a provisional conservator or provisional director;

5. Merger, division, contribution or transfer of an entire company or line of business;

6. Disagreement among managers, directors, associates or administrators, or the legal entity becoming unmanageable due to detention of one of them;

7. Material amendments to the shareholder structure which may affect the constitution of the management boards (and persons responsible for administration and day-to-day management); and/or

8.  

9. In the event of notification of an order to pay or attachment or seizure of one of the Supplier’s properties, or in the event of incompliance, suspension, or becoming immediately due of any obligation towards a bank or other financial institution, or generally in the event of an occurrence which may reveal financial difficulties or affect the relationship of trust or confidence; and/or

10. If, with respect to moveable or immoveable assets intended for or serving the Supplier’s profession or business activities, any of the following occurs: order, attachment or other legal action brought by a third party to the effect of selling off the Supplier’s properties, or disturbance of property rights, de facto or in iure; dispossession, building offences, pollution or in the event of such property being or becoming incompliant with local development plans, demolition order; and/or

11. If the Supplier fails to fulfill the obligations prescribed by law, including company law, accounting law, environmental law, town planning regulations or social legislation; and/or

12. If the Supplier does not fulfill or no longer fulfils the requirements for access to or recognition and/or registration in the profession; and/or

13. If a third party guarantor issuing a personal surety is subject to one of the events stipulated in a, b, c, d, e, or f above. Suspension on the grounds of one of the reasons mentioned above does not prevent the Contract from being terminated later for the same or another reason. The foregoing does not prejudice any other rights of the Customer, including in any case the right to claim damages from the Supplier.

2.22. Force majeure

The Supplier may not be held liable for shortcomings in the fulfillment of his contractual obligations if these shortcomings are caused by force majeure. Force majeure is understood to mean a temporary or permanent inability of the Supplier to fulfill his obligations, resulting from facts and circumstances which were not and could not be known to him at the moment the Contract was concluded, and which he could neither foresee nor prevent, while he does or did not have the possibility to fulfill his obligations in any other way. Force majeure shall in any case apply to: strikes or other employee actions, war or war risk, insurrection or public revolt, fire caused by an outside calamity, an import or export embargo imposed by the government, floods and otherwise all circumstances qualified by both parties as force majeure. Shortcomings of third parties in the fulfillment of obligations towards the Supplier are not considered as force majeure, unless these shortcomings themselves can be attributed to force majeure. In said cases, the execution of the Contract shall be wholly or partially suspended. If the Supplier refers to force majeure, he must immediately (at least within three Working Days) inform the Customer of the nature of the force majeure, stating the date when the force majeure comes or has come into effect, and also when it will have ceased to exist. In this case, the Supplier must make a best effort to keep the consequences down to a minimum. In the event the force majeure situation continues during a period of three consecutive months or if from the start of the force majeure it is already foreseeable that this duration will be exceeded, or if a force majeure situation recurs frequently, the Customer has the right to terminate the Contract with immediate effect and without prior judicial intervention, while the Customer has no obligation to compensate any damages. This article shall also be applicable vice versa, in the event that the Customer is in a state of force majeure.

2.23. Unforeseen circumstances (Hardship)

In the event of unforeseen circumstances, the Customer reserves the right to demand a global revision of the Contract. If, after a period of three months from the revision request, the parties do not reach an agreement, the Customer may, without compensation or notice, unilaterally terminate the Contract wholly or partially.

2.24. Inspections, audits

The Customer and/or the Customer’s supervising authorities has the right to enter the Supplier’s buildings and sites, upon prior notification and during normal working hours, so that the Customer might ascertain whether the Supplier fulfils and is able to fulfill his obligations towards the Customer, more particularly with regard to the quality, state and nature of the Goods to be provided and their timely delivery and/or provision.

2.25. Applicable law – Partial applicability

The Contract is subject to the laws of the country where the Customer has his registered office, with the exception of international treaties, conventions and covenants, among which in particular the United Nations Convention on Contracts for the International Sale of Goods, concluded at Vienna on 11 April 1980 (the 1980 Sales Convention). If one of the clauses of the Contract is or will be invalid, illegitimate or unfeasible, this will not affect the applicability of the remaining clauses in any way.

2.26. Correspondence

All correspondence will be sent to the address where the parties have chosen their domiciles. The choice of domiciles is laid down in the Deed of Contract. However, the Customer and the Supplier may choose an alternative domicile if the other party is informed of this alternative domicile. In the absence of a choice of domicile, all correspondence must be sent, depending on the circumstances, to the registered office or the postal address of the other party. 

All notifications may be given by any means of sending, either by mail, electronically or in other ways.
However, letters concerning either a notice of default or the execution of a right with respect to a term or a delay, must be sent by registered mail.
Registered mail enters into force at its send date.

2.27. Disputes 
Any dispute concerning requests for proposal, offers and Contracts, governed by these General Conditions, shall exclusively be submitted to the courts having jurisdiction in the country of the registered office of the Customer. Before such dispute is submitted to the competent court, parties will, if the dispute allows it, make all efforts to settle the dispute amicably. Moreover, the Customer reserves the right to submit disputes to any other court of his choice.

2.28 Requirements for delivery of Goods

· Goods to be delivered must be accompanied by a packing note. This packing note, to be filled in for each destination, for each Purchase Order and lot, shall contain in particular

· Date and place of delivery;

· Reference of the Purchase Order;

· Identification of the Supplier;

· Identification of the Goods delivered, and, if relevant, their partition per package. All packages must carry a visible rank number as mentioned in the packing note. Unless otherwise indicated, these packages contain an inventory of the contents. The delivered good must also carry its own identification mark. The delivery is concluded by the handing over of a receipt to the Supplier or by the signing of the packing note’s duplicate. In order to be invoked against the Customer, the receipt or the packing note’s duplicate must be signed by a representative of the Customer, with a readable specification of his name, his function and his telephone number. The Supplier must make certain that the person receiving the Goods is authorized to do so;

· Any other information required pursuant to the Purchase Order.

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2.29 Acceptance

2.29.1. Quantitative and qualitative inspection

Prior to accepting the Goods, the Customer shall proceed to a quantitative and qualitative inspection of these Goods.

a) Quantitative inspection

If the delivered quantity does not correspond with the stipulations in the Contract, the Customer may declare the Supplier in default, to either take back the surplus, or to complete the delivery within a term to be specifically determined. Likewise, he ay accept the Goods as such. When the occasion arises, the surplus of Goods delivered must be taken back by the Supplier within a period of eight Working Days, to be counted from the sending date of the letter with which the Customer declares the Supplier in default to proceed to taking back the surplus. Each late take-back shall, ipso iure and without default notice, result in a compensation of 100 euro’s (one hundred euro’s) being due for each Working Day delay, to be counted from the date when the aforementioned period of eight Working Days has expired. If, after a period of thirty calendar days from the sending of the default letter as mentioned before, the Supplier has not taken back the Goods, the Customer may send them back to the Supplier at the latter’s risk and expense.

b) Qualitative inspection

After the qualitative inspection the Customer will make a decision on acceptance, provisional refusal or rejection. The acceptance will be under the reservation of any possible hidden defects

c) Provisional refusal and rejection

If the Customer thinks that the Goods could be accepted subject to some corrections, he will, with the notification of his decision, invite the Supplier to present the Goods anew within a determined period, after making the corrections. The Supplier must express his approval within a period of ten Working Days from this notification. In case the Supplier withholds his approval or keeps silent during this period, the Goods are considered to be rejected by the Customer. After provisional refusal of the delivery of the Goods, the Customer may once more, from the Supplier’s subsequent delivery, use the complete inspection period as described below under 3.2.2. The Goods which caused a provisional refusal of a delivery or a rejection shall be taken back by the Supplier within a period of ten Working Days, to be counted from the date of provisional refusal or rejection. Each late take-back shall, ipso iure and without default notice, result in a compensation of 100 euro’s (one hundred euro’s) being due for each Working Day delay, to be counted from the date when the aforementioned period has expired. If, after a period of thirty calendar days from the date of provisional refusal or rejection, the Supplier has not taken back the Goods, the Customer may send them back to the Supplier at the latter’s risk and expense. In general, all costs resulting from the provisional refusal or the rejection of the Goods, and in particular the costs for handling, transporting, taking or sending back the Goods, shall be incurred by the Supplier.

2.29.2. Inspection period

The Customer will inspect the Goods within a reasonable period after delivery at the location indicated by the Customer. The delivery is considered to be accepted at the time the Customer has notified the Supplier thereof in writing, or after the reasonable period mentioned in this paragraph has expired. This reasonable period will amount to at least thirty days, to be counted from the date of delivery. If the Goods are taken in stock by the Customer or will not be used straightaway, and consequently an inspection of the delivery shall in fairness be impossible, the period will commence at the moment the Customer de facto starts using the delivery.

2.30. Ownership and risk transfer 
The transfer of ownership and risk takes place at the moment the Goods are accepted. Until that moment, the Supplier must insure the Goods and take other measures in order to prevent or reduce their perish or loss, or otherwise protect his relevant interests.

2.31. Storage of the Goods by the Supplier

If the Supplier has a contractual obligation to store the Goods, he shall, for the Goods in depot, be liable as a depository pursuant to the stipulations in the Purchase Order.

2.32. Warranty

The Supplier warrants that the Goods provided by him are of good quality, new, free of defects and suitable for the purposes for which they are intended -and therefore also operate within a system or environment of which the delivered Goods are a part- and also comply with the specifications desired by the Customer and/or provided by the Supplier and with the requirements dictated by the Customer. The Supplier guarantees that the Goods do not result from child or hard labour or slavery, or from illegal trade. The Supplier shall also indemnify the Customer against hidden defects which might harm the Goods. All claims on the Customer’s part arising from hidden defects will lapse on expiration of a period of one year from the day the Customer himself discovered the defect(s). The obligations stipulated in this article shall remain in force after the Contract is terminated, regardless of the reason for the termination.