General conditions

GENERAL CONDITIONS OF SALE OF BILLIET-VANLAERE NV

GENERAL

1.1    Barring any different written agreement, these general conditions of sale (hereinafter called “GC”) apply to all offers and quotations drawn up by BILLIET-VANLAERE NV (Industriezone Noord, Bevrijdingslaan 13-15 8700 Tielt, 0408.161.845– hereinafter called “BILLIET”), to any agreement concluded between BILLIET and its buyer (“Buyer”), and to all invoices of BILLIET. By the mere fact of placing the order, the Buyer accepts these GC and relinquishes the application of its own general conditions (of purchase).

1.2    Non-application of one or more provisions of this GC by BILLIET cannot be considered a relinquishment of these GC in any way.

1.3    BILLIET has the right to amend the content of the GC. Any amendment is opposable to the Buyer from notification of the amended GC.

CONCLUSION OF AGREEMENTS AND CANCELLATION OF THE ORDER

2.1    Quotations will be valid during 60 days after the date on which they were drawn up, unless something else has been explicitly been provided. BILLIET’s offers and contract proposals are without engagement and do not bind BILLIET.

2.2    An agreement will only come about in Tielt between BILLIET and the Buyer at the time of BILLIET’s written confirmation or as of the moment BILLIET has commenced execution.

2.3    In the event of cancellation of an order by the Buyer, the Buyer will owe, by way of a fixed compensation, an amount equal to 20% of the agreed price, subject to BILLIET’s right to demand a higher compensation provided that it furnishes proof of higher loss suffered.

PRICE AND PAYMENT

3.1    The order will be invoiced at the prices and on the conditions as mentioned in the confirmation of sale. Unless something else has been agreed, the prices are exclusive of VAT, transport, packaging and insurance charges. All taxes, duties and/or levies, of any nature whatsoever, that relate to the goods delivered or their transport, including new taxes, duties and levies that are introduced after the conclusion of the agreement will be entirely for the Buyer’s account. If certain costs that affect the agreed price should rise, as a result of circumstances beyond BILLIET’s control, such as increases of taxes and excises on goods to be supplied, increases of freight rates, increases of the prices of the basic products or raw materials, increases of wages in pursuance of statutory provisions or national or sectorial collective bargaining agreements, changes in currencies, etc., BILLIET is entitled, subject to simple notification, to pass on a proportional price increase.

3.2    Prices may be changed in the amount of 80% of the total price if the cost of manufacturing the products changes between the time the order is placed and delivery due to (without limitation) a change in energy prices, a change in raw material and material prices, a change in wage or fuel costs, a change in exchange rates or a change implemented by a supplier of BILLIET.

3.3    All invoices will be payable at BILLIET’s corporate seat at the latest 30 days after the invoice date. Every invoice will be considered accepted in the absence of any protest by registered mail within 8 days after its receipt. Any protest against the invoice will not suspend the Buyer’s obligation of payment.

3.4    The payment must be made in EUROS, subject to any different provision. Representatives of BILLIET are not authorized to take receipt of moneys. Discounts for immediate payment may only be set off, if agreed beforehand and in writing. All costs of payment are for the Buyer’s account including but not limited to foreign exchange risk and bank charges.

3.5    In the event of full or partial non-payment of an invoice on the due date, the Buyer will owe a default interest of 12% per annum by operation of the law and without prior notice of default. Moreover, in the event of whole or partial non-payment on the due date, every amount payable will be increased by 10% by way of an agreed compensation clause, with a minimum of EUR 75.00. In addition BILLIET is entitled, without prejudice to the right to compensation of the judicial charges, to a reasonable compensation by the Buyer for all relevant collection charges caused by the non-payment. In the event of non-payment of a single invoice on the due date (i) BILLIET will also be entitled, without prior notice of termination or compensation, to suspend the Buyer’s other orders until full payment of the debt and (ii) all other claims on the Buyer that have not yet become due will become immediately claimable by operation of the law and without prior notice of default.

3.6    Any set-off of debts by the Buyer is explicitly excluded. BILLIET may, at any time and even after the Buyer’s bankruptcy or in a situation of a judicial settlement, set off the dues and debts that exist reciprocally between BILLIET and the Buyer, and also the companies associated with the Buyer in the sense of section 1:20 of the Belgian Companies Act. This set-off may be performed irrespective of the form or the object of the debts and claims, irrespective of the currency and irrespective of the claimable or non-claimable nature of the debts or claims on both sides. The calculation of this set- off will be performed in EUROS after conversion of the foreign currencies, if necessary, at the Buyer’s expense. The drawing and/or accepting of bills of exchange or other negotiable instruments, the payment by transfer or in any other way does not comprise a renewal of debt and constitutes no deviation from the GC.

3.7    If BILLIET’s confidence in the Buyer’s creditworthiness is affected by court judgments and/or demonstrable other events, BILLIET reserves the rights, even if the goods have already been dispatched in full or in part, to suspend the whole order or part of it or another order and to demand suitable security from the Buyer. If the Buyer refuses to comply with this, BILLIET reserves the right, without the Buyer being entitled to any compensation, to cancel the whole order or part thereof or another order, without prejudice to BILLIET’s right to compensation of its loss.

3.8    Every payment is deemed to be payment of any interest and/or costs and subsequently payment of the oldest invoice still outstanding, irrespective of whether something else was explicitly stated at the time of payment. The unconditional payment of all or part of the invoice shall constitute acceptance of the entire invoice.

3.9    If, at the request of the Buyer, the invoice is prepared in the name of a third party, the Buyer shall remain jointly and severally liable for payment of the invoice.

DELIVERY

4.1    The agreed times of delivery are indications and do not bind BILLIET strictly. Any transgression of the time of delivery cannot give rise to any liability on the part of BILLIET, or to dissolution of the agreement or to any form of compensation. Changes to an order automatically mean that the indicative delivery deadlines are extended. Exceeding the deadline for payment of advances will be added to the delivery period.

4.2    Barring any different written agreement, the delivery of the goods will be made EX WORKS (Incoterms® 2020 – BILLIET’s corporate seat). The Buyer is obliged to collect the goods on the set delivery dates. If, for any reason, the goods were not collected by the Buyer on the delivery date, the relevant goods will be stored by BILLIET at the Buyer’s expense and risk for a limited period. This storage measure does not suspend the Buyer’s obligation of payment. The delivery may be suspended by BILLIET as long as the Buyer must still fulfil any obligation to BILLIET.

4.3    The goods delivered by BILLIET will remain BILLIET’s property until the time that all the amounts payable by the Buyer to BILLIET, including interests and costs, have been paid. Nevertheless the risks of the loss or destruction of the goods will be entirely for the Buyer’s account from the delivery of the goods. Until the time of the full payment the Buyer will be explicitly forbidden to alienate or pledge the goods delivered or burden them with any security right. If, contrary to this prohibition, the Buyer nevertheless alienates or pledges the goods that are subject to this retention of title or encumbers them with security interests, the retention of title will apply to the claim (in connection with the purchase price) with regard to the third-party buyer. The Buyer has an obligation of due care in connection with the goods subject to the retention of title and must store and keep them in a perfect state in a suitable place in accordance with the customary standards and security requirements. The advances paid by the Buyer will remain acquired to compensate possible losses in the event of resale. The retention of title has an extended application and is therefore also applicable to other products delivered by BILLIET to the Buyer, regardless of what sums the Buyer still owes BILLIET and regardless of whether these products are the subject of the outstanding debt.

DEFECTS - WARRANTY

5.1    At the time of delivery the Buyer must examine whether the delivered goods display visible damage or defects. Visible damage or defects must be reported to BILLIET by the Buyer specifically and accurately by registered letter and at the latest within 48 hours after delivery and in any case before commissioning, handling, processing or resale. In doing so, the Buyer shall present the necessary documentary evidence to support the non-conformity or visible defect. Late complaints shall be inadmissible, in which case the goods shall be deemed to have been accepted by the Buyer.

5.2    In order for the Buyer to claim indemnity for hidden defects, the legal requirements for this must be met. Neither liability nor BILLIET’s knowledge of hidden defects shall be presumed. Conventionally, it is stipulated that the short term referred to in article 1648 of the old Civil Code is 3 months from the date of delivery and that every claim for indemnification lapses in the event of processing, modification, repair by the Buyer or third parties, or resale of the products. The Buyer shall, under penalty of forfeiting any claim, report this to BILLIET within 48 hours after discovery of the hidden defect or after the hidden defect could have been discovered, by motivated and registered letter. The Buyer shall, under penalty of forfeiture, make any claim in court pursuant to this Article 5.2 within one year from the date of discovery of the hidden defect. Late complaints shall be inadmissible.

5.3    Complaints in pursuance of article 5.1 or 5.2 do not suspend the Buyer’s obligation of payment.

5.4    In the event of an admissible and well-founded complaint in connection with defects to the goods, the Buyer must return the goods to BILLIET at his own expense and risk and BILLIET will replace the goods delivered. BILLIET can never be obliged to any other compensation nor can any other sanction be imposed on it.

LIABILITY AND FORCE MAJEURE - HARDSHIP

6.1    BILLIET (including its appointees, representatives and/ or employees) is only liable for the damage caused by the defectiveness of the goods produced, assembled and delivered by it or for damage caused as a result of non- fulfilment of its contractual obligations, if and in so far as that damage has been caused by its fraud, deception or deliberate error. BILLIET is not liable for other errors. In the event that BILLIET is held liable for any damage, BILLIET’s liability will always be limited to at most the invoice value of the Buyer’s order, or at any rate to that part of the order to which the liability relates. In the event that the damage is covered by an insurance, BILLIET’s liability will at any rate always be limited to the amount that is actually paid out by its insurer. BILLIET is never liable for indirect damage, including but not only consequential loss, loss of profit, lost savings, production limitations, administrative or personnel costs, an increase of the overheads, loss of custom, claims from or damage to third parties. Only the Buyer is responsible for the use that he makes of the goods.

6.2    In so far as BILLIET depends on the cooperation, services and deliveries of third parties in the fulfilment of its obligations, it cannot be held liable for any damage following from any error of this third party.

6.3    Any claim of the Buyer on compensation for BILLIET’s account will lapse by operation of the law if it has not been brought before the competent court within a period of 3 years from the time that the facts on which the claim is based were known or could reasonably have been known to the Buyer.

6.4    BILLIET’s liability cannot be invoked if the whole or partial, temporary or permanent, non-fulfilment of its obligations is due to cases of force majeure, such as, without being exhaustive, war, disturbances, general or partial strike, general or partial lock-out, infectious diseases, operational accidents, fire, engine breakdown, bankruptcy of suppliers, lack of raw materials, exhaustion of stocks, delays or absence of deliveries by BILLIET’s suppliers, flood, high absenteeism due to sickness, electronic, IT or telecommunication breakdowns, decisions or interventions by the authorities (including the refusal or cancellation of a permit or licence), fuel shortages, etc. BILLIET is not obliged to prove the non-culpable and unforeseeable nature of the circumstance that constitutes force majeure. In no event will force majeure give the Buyer any right to dissolution of the agreement or to compensation. As the Buyer’s obligations to BILLIET in essence constitute an obligation of payment, force majeure with regard to the Buyer is hereby explicitly excluded.

6.5    These GC will be revised in consultation if an unforeseen event beyond BILLIET’s control has the result that BILLIET suffers a disadvantage from this agreement that is not proportionate to its obligations. In the event of disagreement each party will appoint an expert, who may be assisted by a financial expert, to examine whether the advantages have changed drastically in connection with an unforeseen event. These experts will act for their own account and will be bound by professional secrecy.

6.6    The Buyer indemnifies BILLIET for any claims of third parties that suffer damage in connection with the performance of the agreement, while its cause cannot be blamed on BILLIET in accordance with this article 6 of these GC. If for that reason BILLIET should be held liable by third parties, the Buyer will be obliged to assist BILLIET both in and out of court and immediately do whatever may be expected of him in that case. If the Buyer should fail to take adequate measures, BILLIET will be entitled, without notice of default, to do so itself. All the costs and damage on the part of BILLIET and third parties caused thereby will be entirely at the Buyer’s expense and risk.

6.7    Should the execution of BILLIET’s obligations be prevented or made more expensive or more difficult as a result of circumstances beyond its control, the parties undertake to negotiate in good faith an adjustment of the contractual conditions with a view to restoring the contractual balance within a period of 30 calendar days after BILLIET has notified the Buyer of these circumstances. If no agreement is reached within this period, BILLIET may unilaterally terminate the contract, without compensation of any kind.

CONTRACTUAL RELATIONSHIP - DISSOLUTION

7.1    All agreements between BILLIET and the Buyer are part of one general contractual relationship. If the Buyer does not fulfil his obligations on the strength of a particular agreement, BILLIET may suspend the further performance of both the relevant and the other current agreements.

7.2    BILLIET is entitled to dissolve the agreement with the Buyer at all times, with immediate effect, by operation of the law, without prior notice of default and without payment of any compensation, in the following cases: (i) if the Buyer fails in the (timely) fulfilment of one or more of the obligations following from the agreement, (ii) in the event of suspension of payments or (a petition in) bankruptcy or any reorganization (iii) in the event of liquidation or cessation of the Buyer’s activities or (iv) if (part of) the Buyer’s assets are attached. In the event of dissolution (i) all BILLIET’s claims on the Buyer will become payable immediately, (ii) the Buyer will owe BILLIET a fixed compensation to the amount of 30% of the value of the ordered goods, without prejudice to BILLIET’s right to claim a higher compensation, provided that there is proof of higher loss actually suffered and (iii) the Buyer is obliged to return the goods already delivered.

GENERAL PROVISIONS

8.1    If (part of) a provision of these GC should be invalid or unenforceable, this will not affect the validity and enforceability of the other provisions of these GC. In such a case BILLIET and the Buyer will negotiate in good faith and replace the invalid or unenforceable provision with a legally valid and enforceable provision that links up as closely as possible with the object and the tenor of the original provision.

8.2    The Buyer undertakes not to make known to third parties, distribute and/or use any confidential information that belongs to or relates to BILLIET, its contracting parties, agents and/or the companies associated with it, otherwise than within the framework of the performance of his agreement with BILLIET. This obligation will apply both during the currency of the contractual relationship between BILLIET and the Buyer and during a period of 5 years after its end. Confidential information is all information and documents that are exchanged between BILLIET and the Buyer, irrespective of whether this communication is made orally or in writing and irrespective of the nature of the information or documents and irrespective of whether this information and documents were designated as confidential. The following items are regarded as confidential information in particular and without this enumeration being exhaustive: the investment projects, the investment policy, the trade secrets, the accounts, and also any industrial, commercial, financial and/or administrative information, reports and papers and all other documents or information of any nature whatsoever that relates directly or indirectly to the activities of BILLIET and/or any company associated therewith, of a confidential nature. The Buyer undertakes only to communicate the confidential information to his appointees, representatives and/or employees who need this confidential information in reason for the performance of the agreement with BILLIET.

8.3    In the event of doubt or contestation in respect of the interpretation of these GC, its Dutch text will always prevail.

APPLICABLE LAW AND JURISDICTION CLAUSE

All agreements to which these GC apply and also all other agreements that result therefrom will be governed exclusively by Belgian law, with the explicit exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any disputes between the Buyer and BILLIET will come under the exclusive competence of the jurisdiction where BILLIET has its corporate seat.