General Conditions of Sale

1. Unless otherwise agreed, all offers, quotations, sales and agreements made by BRUSTOR S.A. are subject to these general terms and conditions, as well as to the sales and guarantee conditions included in the price lists. By accepting the order confirmation, the purchaser agrees to this and relinquishes the application of his or her own general purchasing or other conditions. Deviating provisions only apply to BRUSTOR N.V. if it expressly agrees to them in writing. BRUSTOR N.V. is entitled to unilaterally amend the current general conditions of sale at any time by notifying the purchaser of the new version. 2. Unless stated otherwise in the order confirmation, delivery takes place at BRUSTOR N.V.’s registered office and is deemed to have been effected on physical delivery or after notification that the goods are at the purchaser’s disposal. The agreed delivery date has been given in good faith, is an indication only and is not binding. Late delivery does not entitle the purchaser to compensation, default penalties or cancellation of the orders. 3. On delivery of the goods, the risk of loss or damage to the goods is transferred to the purchaser, even if the goods are carriage paid. 4. The purchaser or addressee acting on the purchaser’s behalf must check the quantity and condition of the goods on receipt. Any non-conformity, visible defects or shortfall in quantity must be stated on the delivery documents. Failing this, BRUSTOR N.V. rejects any complaints in this regard. The condition of the goods must once again be checked carefully before being installed. If the purchaser does not carry out the installation him- or herself, he or she must insist that customers carry out this inspection. Under no circumstances can BRUSTOR N.V. be held liable for damage caused during the installation of goods with visible defects and colour deviations, or because BRUSTOR N.V. instructions were not carried out meticulously. 5. In the absence of a relevant specification, the usual quality applies that is on the market. The purchaser must report all complaints due to hidden defects by registered letter within five working days of discovery, and in any case within three months of delivery, subject to forfeiture. This provision does not affect the rights acquired under the commercial warranty conditions for assembly, operation and maintenance provided with the goods, and which the purchaser delivers to the end customer. BRUSTOR N.V. is in no way responsible or liable for installation and assembly of the goods by the purchaser or third parties. 6. A complaint does not suspend payment obligations and does not entitle the purchaser to refuse delivery of goods that are not the subject of the complaint. BRUSTOR N.V.’s liability is in any event limited to the value of the defective goods, with the exclusion of compensation for any other damages and/or costs. Under no circumstances is BRUSTOR N.V. responsible for indirect loss or damage, for instance but not confined to loss of margin, removal expenses and working hours. 7. The goods are invoiced on shipment at the price stated in the order confirmation. All invoices are payable into the account, during the period and under the conditions stated on the invoice. Prices may be changed unilaterally by way of a notification from BRUSTOR N.V.; this will be done, among other things, on the basis of general indexation or specific cost price increases, such as increases in the prices of raw materials, wages, transport costs and taxes. Exchange rate risks are for the purchaser’s account. 8. Unless otherwise stipulated in writing, BRUSTOR N.V. invoices are payable in 30 days. BRUSTOR N.V.’s agents, representatives or other intermediaries are not permitted to collect the invoiced amount. 9. Any amount that remains unpaid on its due date will, by operation of law and without notice of default, incur interest calculated based on the rate applied by the National Bank of Belgium at the time the invoice was issued and at the rate for current account overdrafts on government securities plus 2%. 10. If the debt is not settled partially or in full by the due date, and there are no compelling reasons for this, the debt balance will be increased by 12% after notice of default has been given in vain, with a minimum grace period. Failure to pay one invoice by the due date will render all other invoices, even those that are not yet due, immediately due and payable by operation of law. 11. If the purchaser fails to fulfil his or her obligations, the sale may be terminated by operation of law and without notice of default, and without prejudice to BRUSTOR N.V.’s rights to all compensation and interest. The indication of intent to that effect that we send by registered letter will suffice for this. 12. If BRUSTOR N.V.’s confidence in the creditworthiness of the purchaser is shaken by acts of judicial enforcement against the purchaser and/or demonstrable other events that cast doubt on the confidence that the purchaser will perform the agreements made by the purchaser and/or make it impossible to meet the obligations, BRUSTOR N.V. reserves the right to require appropriate guarantees from the purchaser. If the purchaser refuses to accept this, BRUSTOR N.V. reserves the right to cancel the entire order or a part thereof, even if the goods have already been shipped entirely or in part. 13. Without prejudice to the purchaser’s risk with regard to the goods, we reserve the right to ownership of the delivered goods until the price has been settled in full. The advances paid are retained by us to compensate for possible losses on resale. 14. The drawing and/or acceptance of bills of exchange, cheques or other negotiable documents does not constitute a substitution of one debt for another, and does not constitute a deviation from the terms and conditions of sale. 15. Force majeure, including strikes and shortage of raw materials or materials, suspends the execution of the contract, without the right to compensation. Nevertheless, either party has the right to terminate the agreement, without the right to any compensation, if the suspension lasts longer than 60 working days. BRUSTOR N.V. will be entitled to charge on any costs for storing goods to the purchaser. 16. All copyrights, trademark rights and other intellectual property rights related to the delivered goods are vested in BRUSTOR N.V. and are not transferred to the purchaser. The purchaser will always follow BRUSTOR N.V.’s instructions with regard to the use of these intellectual property rights. 17. BRUSTOR N.V. may process personal data in the context of the purchaser’s order. The processing of this data will take place in accordance with BRUSTOR N.V.’s privacy policy and the applicable laws for the protection of personal data. 18. The invalidity of one of the provisions of these general conditions of sale does not entail the invalidity of the other provisions. 19. BRUSTOR N.V. reserves the right to unilaterally transfer orders, sales and agreements to other or affiliated companies. 20. Any disputes of any kind fall under the exclusive jurisdiction of the District Court Kortrijk. Disputes are subject exclusively to Belgian law. The United Nations Convention on Contracts for the International Sale of Goods of 1980 (the Vienna Sales Convention) is expressly excluded.