General Terms and Conditions of Sale

1.. Unless otherwise agreed in writing, every offer and every (including future) agreement is governed by these terms and conditions, which form an integral part thereof and which, by operation of law, take precedence over the customer’s terms and conditions of purchase.

Any deviation from or amendment to these terms and conditions may only be invoked against us if we have given our written consent thereto.

2. Prices, brochures, catalogues or quotations are subject to change and do not constitute a binding commitment on our part. An agreement is only concluded following confirmation of the order by us. Where orders are fulfilled without a prior written agreement regarding the price, the prices applicable on the day of delivery shall apply.

3. The delivery times stated in the special terms and conditions are indicative and do not strictly bind us. Any delay, unless it is genuinely unreasonable and solely attributable to us, shall therefore not give rise to termination of the agreement and/or liability for damages. Changes to the order automatically entail a reasonable extension of the estimated delivery times. Any delay in payment of advance payments shall be added to the delivery period.

4. Responsibility for and risk in respect of the goods passes to the customer upon the conclusion of the contract, and, insofar as the goods are of a generic nature, as soon as they have been identified. However, the goods remain our property until full payment of the price and ancillary costs has been made. Until then, the customer therefore undertakes not to dispose of, pledge or encumber these goods with security interests.

5. The goods and materials ordered are always delivered ex works/warehouse and are accepted at the place of delivery. They are transported at the customer’s risk, even if it has been agreed that we are responsible for the transport.

The customer guarantees that all necessary precautions have been taken at the delivery address and that all conditions have been met to ensure that delivery can take place under good conditions, without us having to verify this in advance. Any damage caused in part because this is not the case shall remain exclusively at the customer’s expense.

6. Products or services ordered on call will be delivered or carried out within a maximum of 9 months. A longer lead time following the placing of an order is not possible. If Cintralux nv is faced with increases in raw material costs within that same call-off period, the customer shall be given a choice: either the customer agrees to proceed with the delivery/execution within 4 weeks of notification of the price increase, or the customer accepts the price increase in order to continue to benefit from the maximum call-off period of 9 months.

7. If the customer refuses to accept the delivery or makes it impossible for us to deliver, the contract shall be deemed to have been terminated by operation of law to their detriment, and they shall be liable for compensation, the minimum amount of which, taking into account the potential damage, is fixed at a flat rate of 25% — increased to 65% in the case of bespoke work — of the price excluding VAT, with any higher amount to be proven by us.

If partial delivery has already taken place when the customer refuses to accept further delivery or makes further delivery impossible, we may, provided we notify the customer by registered letter, opt to invoice the part of the delivery that has been carried out, and to terminate the agreement by operation of law at the customer’s expense for the part not yet carried out.

In such a case, the customer shall be liable for compensation, the minimum amount of which is set at a flat rate of 25% – increased to 65% in the case of bespoke work – of the price excluding VAT, of the unfulfilled part of the contract, with any higher amount to be proven by us.

8. The price shall be automatically increased by all taxes and duties levied or to be levied by any public authority, as applicable on the date of delivery.

9. Invoices are payable at our registered office upon delivery, in cash and without discount. In the event of late payment, a contractual interest rate of 1% per month or part thereof shall be charged by operation of law and without notice of default, from the due date. The interest owed by the customer shall be capitalised annually, provided that a notice of default to that effect has been sent by registered post. If payment in instalments is agreed in the special terms and conditions, the outstanding balance shall become fully due and payable by operation of law, together with interest and a penalty clause, in the event of non-payment or late payment of any of the instalments.

10. In the event of non-payment by the due date and following a registered letter of formal notice, any amount due shall be automatically increased by 12%, subject to a minimum of €125 and a maximum of €2,000, by way of a contractual penalty clause, as lump-sum compensation for extrajudicial costs. This compensation shall, by operation of law, accrue the same contractual interest of 1% per month or part thereof from the date of the registered notice of default.

11. The unconditional payment of part of an invoiced amount shall constitute acceptance of the invoice. Partial payments shall always be accepted subject to all reservations and without any admission of liability, and shall be allocated in priority to any legal costs incurred, then to the interest due, subsequently to the liquidated damages, and finally to the principal sum.

12. The persons signing the contract on behalf of the customer are jointly and severally liable to us alongside the customer.

13. In the event of non-payment on the due date, and following a registered notice of default, we may at any time opt for the automatic termination of the contract at the customer’s expense, provided we give registered notice to that effect.

In that case, we shall collect the goods from their current location, and the customer shall be legally obliged to pay compensation, the minimum amount of which is set at a flat rate of 25% – increased to 65% in the case of bespoke work – of the price excluding VAT, with any higher amount to be proven by us. For Germany, we refer to the specific retention of title terms and conditions previously received or attached, which form part of these general terms and conditions of sale and which the customer declares to have received. 2

14. Furthermore, in the event of non-payment by the due date, we reserve the right to cancel orders not yet delivered or to suspend their fulfilment, of which the customer shall be notified by registered post. In the event of cancellation, the customer shall be liable by operation of law for compensation, the minimum of which is set at 25% – increased to 65% in the case of bespoke work – of the purchase price excluding VAT, with any higher amount to be proven by us.

Furthermore, in such a case, any amounts still owed by the customer shall become due and payable by operation of law and without notice of default.

15. We are entitled to exercise a right of retention over all the customer’s goods in our possession in respect of any sums owed to us.

16. Where objective factors (such as protested bills of exchange, termination of credit facilities, preventive or enforcement attachments, arrears owed to creditors, etc.) indicate liquidity problems on the part of the customer, we shall be entitled to make the performance of our obligations conditional upon the provision of adequate security.

17. Insofar as the inspection and acceptance of the delivery have not been expressly carried out, complaints regarding its conformity must, on pain of forfeiture, be made by registered letter setting out the grounds within three days of delivery. The installation, commissioning, handling, processing, full or partial payment for the goods or their resale shall be deemed to constitute acceptance. The customer accepts the tolerances customary in the sector.

Complaints regarding the invoice must, on pain of forfeiture, be made within eight days of the invoice date by registered letter setting out the grounds.

18. The amounts owed to us by the customer may not, unless we have given our written consent, be set off in any way against any amounts which the customer believes they are entitled to claim from us. Nor may the customer invoke such claims to defer or suspend their payment obligations to us.

19. In order for the customer to be entitled to a claim for indemnity against hidden defects, the statutory requirements must be met. Neither our liability nor our knowledge of hidden defects is presumed.

Any claim for indemnity lapses in the event of damage occurring during processing, assembly or maintenance, alteration and/or repair by the customer or by third parties, or resale of the goods supplied. A claim for indemnity shall also lapse if the goods delivered were not installed or processed in accordance with our instructions and/or the manufacturer’s instructions, which accompanied the delivery and which the customer declares to have received. The same applies if the goods have not been subjected to an annual inspection, or have not been maintained in accordance with our maintenance instructions and/or those of the manufacturer, which accompanied the delivery and which the customer declares to have received.

In any event, the buyer forfeits the right to rely on our warranty against hidden defects if he has not notified us of this by registered letter setting out the reasons within one month of discovering the defect or of when he should have discovered it, and if we have not received a representative sample (50 cm in length or 1x1xm in area) of the delivered goods, together with a copy of the purchase invoice, within the same period.

It is conventionally agreed that the ‘short period’ referred to in Article 1648 of the Civil Code shall be six months.

Claims for indemnity on the grounds of hidden defects may not be invoked by the customer to defer or suspend their payment obligations.

Our warranty obligation is entered into personally with the customer. Consequently, if the customer transfers the goods and services supplied to third parties, those third parties cannot invoke the warranty directly against us.

20. Our liability to the customer, for whatever reason, is in any event limited to direct and foreseeable damage to the goods themselves, excluding any damage relating to use or operation, and shall not exceed the amounts invoiced by us for the delivery or the part of the delivery to which the complaint relates, excluding, inter alia, the costs of removal or replacement. The customer shall indemnify us against all claims by third parties relating to the deliveries made, which would result in this stipulated maximum being exceeded.

21. In the event of a “force majeure” (Art. 1147 of the Civil Code), even where this does not result in permanent and/or absolute impossibility of performance, we are legally entitled to suspend or unilaterally cancel our obligations, after notifying the customer thereof. Consequently, we shall under no circumstances be liable for damages.

The following, amongst others, are conventionally regarded as “force majeure”: war, strike or lock-out, exceptional scarcity of raw materials or goods, weather conditions, fire, natural and/or other disasters, government decisions affecting the performance of the obligations, and this applies whether such force majeure occurs on our part or on the part of our suppliers.

22. The customer acknowledges having taken note of this agreement in all its written and printed provisions. He acknowledges that these documents constitute the full text of the agreement between both parties, and replace and supersede all prior oral or written proposals for commitments and/or documents issued by him, as well as any other communication made to date between the parties regarding the content of this agreement.

Should it transpire that one or more clauses cannot be invoked against the customer, in whole or in part, the remaining provisions of the agreement shall remain in full force and effect.

The customer undertakes to apply these terms and conditions in full to their contractual relationship with the purchaser of the goods and indemnifies us against any adverse consequences that may arise from a breach of this obligation. 3

23. In the event of a dispute, the Magistrates’ Court of the Harelbeke district and the courts of the judicial district of Kortrijk shall have exclusive jurisdiction ratione loci, unless we elect the courts having jurisdiction in accordance with Article 624 of the Judicial Code. The customer may only bring proceedings against us before the courts of our registered office.

This jurisdiction clause also applies in cases of urgency (e.g. summary proceedings). The use of bills of exchange does not constitute novation and therefore does not entail any change in jurisdiction or other contractual terms.