General Terms and Conditions of Sale

These General Terms and Conditions of Sale, which may be revised at any time, apply to all orders placed with our company, either directly or through our representatives and agents.

Any order accepted by our company, as well as any contract concluded with it, necessarily implies, as an essential condition, unreserved acceptance of these general terms and conditions, which supplement any specific conditions that may be included in our offers, purchase orders and contracts. The buyer acknowledges that our offers, purchase orders and contracts, together with these general terms and conditions, constitute the entire agreement between the parties and replace or cancel any prior proposal and/or other document. These general terms and conditions take precedence over all clauses, purchasing conditions (general or specific), and any information appearing on documents issued by the buyer, regardless of when they were sent or brought to our attention.

The fact that we do not enforce one or another clause established in our favour under these general terms and conditions, or that we exceptionally agree to depart from them, cannot be interpreted by the buyer as a waiver on our part of invoking them subsequently.

The buyer is bound by the conditions of the order it sends to us. Such order is binding on us only after our acceptance. Verbal orders must be confirmed in writing.

a. Offers

Our offers are made without obligation. They are valid for 30 days.

b. Advice

Unless otherwise agreed in writing, any advice we provide when selling and/or delivering our products is given either generally and therefore indicatively, based on the most usual use of the products concerned, or specifically, in light of prior information communicated to us in writing by the buyer.

In either case, such advice cannot engage our liability and it is the buyer’s responsibility to verify its suitability for the use for which it intends our products.

If our products are intended to be used in situations involving specific risks, the customer undertakes to inform us before any offer is submitted by us. Failing this, we cannot accept liability for any direct or indirect damage that may result.

Unless otherwise stated, our prices are always quoted in euros, excluding VAT and excluding shipping and packaging costs.

They are established taking into account the economic conditions existing on the date our offers and/or order confirmations are issued. Our prices may be revised, at the latest when the order is confirmed, depending on variations (beyond our control) in the following parameters that affect our actual costs: wage increases, energy price increases, material price increases, transport cost increases, etc.

Where possible, any price revision, together with its causes, is brought to the buyer’s attention at the latest when the order is confirmed and, where possible, prior to such revision. Prices and information relating to our products mentioned in our catalogues, brochures and price lists are given for information purposes only.

a.

Prices are calculated for goods supplied ex works from our premises. Unless a specific arrangement expressly accepted by us applies, goods always travel at the customer’s risk from the time they leave our premises, even if the means of transport belong to us and even if delivery is free of charge.

b.

Unless otherwise agreed in writing, our delivery lead times for goods and our completion deadlines for work are not imperative. No order may be unilaterally cancelled by the buyer due to failure to observe the delivery or completion deadline unless our company has been put on notice and a new delivery date has been agreed in writing by mutual agreement. No delay in delivery or completion may justify a claim for damages.

Agreed deadlines are furthermore automatically suspended by any event beyond our control that delays delivery or completion, for as long as such event lasts.

c.

In the event of force majeure or fortuitous events, unforeseeable delays in deliveries or defective deliveries from our suppliers, we reserve the right to cancel or partially or totally suspend performance of our commitments without compensation. In such case, we will inform our customer directly. War, mobilisation, blockade, partial or total strikes, lockouts, riots, epidemics, machinery breakdown, fire, explosion, interruption of transport, IT problems or other accidents occurring either at our premises or at those of our suppliers and preventing or hindering manufacture, work or shipment are conventionally regarded as force majeure.

d.

We reserve the right to make and invoice partial deliveries.

e.

If the customer fails to collect the goods or refuses shipment after the delivery deadline has expired, the goods will be stored in our warehouses at its disposal, at its expense and risk. The goods may be invoiced in full unless otherwise agreed in writing.

f.

If the customer makes materials available, they will be delivered to its premises at its own expense and risk within the agreed deadlines and conditions.

Our warranty (1 year) is strictly limited to the goods ordered and does not extend to other equipment with which the goods will be integrated or to the performance of such equipment. Our obligation can only result in repair or replacement of all or part of the goods once we have established a defect in them.

Defective parts replaced free of charge are made available to us and become our property again.

The warranty is excluded:

• in the event of a defect or flaw arising from materials supplied by the customer or from a design imposed by the customer;
• in the event of deterioration or accident attributable to transport or resulting from negligence, improper installation, supervision or maintenance by the customer or a third party;
• in the event of use, installation or storage of the goods in abnormal conditions or conditions not complying with our instructions or industry standards;
• if the customer has carried out modifications or technical interventions on our products and/or installation without our approval;
• in the event of damage resulting from fortuitous events, force majeure or wrongful acts by the customer or a third party.

The warranty does not cover normal wear and tear of the goods, labour or travel.

Our company remains the owner of the products until full payment of the related invoice.

We may therefore exercise a right of retention over all our products not yet delivered (as well as over any goods the customer may have supplied to us for execution of work) until full payment thereof.

The buyer must take all necessary measures to preserve goods that remain our property under this article.

In the event of default in payment within the agreed deadline, we may invoke this retention of title clause eight days after sending a formal notice to pay by registered letter with acknowledgement of receipt addressed to the buyer. The goods must then be returned to us immediately at the buyer’s expense and risk.

a)

In all cases, the customer must provide us with the item number(s) and delivery note number(s) on which our entire internal traceability system is based. Otherwise, we reserve the right to reject any claim.

b)

No goods may be returned to us without our prior written agreement.

Any return will be at the customer’s sole responsibility and expense. If the error is attributable to the customer, the goods will be taken back and credited with a 20% deduction; any non-standard goods specially ordered for a customer will not be taken back.

c)

All claims relating to errors, shortages, non-conformities, visible damage or apparent defects must be notified in writing to our registered office no later than eight working days after delivery. If this deadline is not met, the buyer loses the benefit of the warranty provided for in Article 6.

All claims relating to hidden defects or flaws must be notified by registered letter to our registered office no later than eight days after their discovery or after the time when the buyer should reasonably have discovered them. If this deadline is not met, the buyer loses the benefit of the warranty referred to in Art. 6.

In any event, no claim relating to hidden defects or flaws may be brought after expiry of the warranty period provided for in Article 6.

d)

If the claim is brought within the deadline and proves to be well-founded, our obligations will be limited to:

• in the event of errors or non-conformities: replacement of goods supplied in error or non-conforming goods;
• in the event of missing goods: delivery thereof;
• in the event of damage or defects attributable to us: at our choice, either repair or replacement of damaged or defective goods in the finishing condition provided for in the contract, to the exclusion of any other compensation for any reason whatsoever.

We do not cover any intangible damage and/or financial losses of any kind, direct or otherwise.

Performance of our obligations as listed above is subject to return by the customer of goods delivered in error, non-conforming, damaged or defective. Our replacement will be limited pro rata to what is returned.

In the cases and conditions mentioned above, we will intervene only for costs incurred by the customer following our prior written agreement.

f)

If the buyer makes improper use of our products, fails to comply with industry standards during assembly, or fails to comply with our recommendations and technical assembly or use instructions, it loses the right to the warranty provided for in Article 6 of these General Terms and Conditions of Sale.

9.1.

All our invoices are payable within 30 days of the invoice date to our account unless otherwise agreed in writing between the parties.

9.2. Defaults

Failure to pay, even partially, an invoice by the due date has the following consequences:

a) all other invoices, even those with a term, become immediately due;

b) any unpaid invoice bears interest by operation of law at an annual rate of 10% as well as a flat-rate indemnity representing 10% of the unpaid balance with a minimum of €150;

d) we may, at our sole discretion, consider the agreement terminated through the customer’s fault.

Acceptance of the equipment by the depositary constitutes acceptance of our general terms and conditions of sale, as well as the specific provisions relating to deposit.

• Bear transport and handling costs incurred by the equipment concerned.
• Take all measures for proper storage and maintenance of the equipment.
• Bear all repair costs due to damage the equipment may suffer while on deposit.
• Not remove any parts without our written authorisation.
• Return the equipment upon our simple request.
• Not dispose of the equipment in any form whatsoever.
• Insure deposited equipment against theft for an amount equal to its catalogue value.
• If used for demonstration previously authorised by us, the depositary remains solely responsible for correct and non-abusive use of the equipment. Under no circumstances may it be entrusted to anyone for any use or reason whatsoever.
• If the equipment is returned in poor condition, it will be reconditioned by us at the depositary’s sole expense.

The buyer undertakes not to make any use of our intellectual property rights without our prior written agreement. Studies, plans and technical designs provided to the customer remain our property and the customer is prohibited from communicating these documents to third parties, which it declares it undertakes to comply with under penalty of damages.

13.1.

All contracts and disputes are governed by Belgian law in the French language.

13.2.

Any dispute relating to the interpretation or performance of the contract falls within the exclusive jurisdiction of the courts of the judicial district of Liège – Namur division.