GENERAL CONDITIONS

General terms and conditions of sale, delivery, and payment of the private limited company HCSB BV (hereinafter HCSB), located at Ter Stratenweg 29D, 2520 Ranst, registered with the Crossroads Bank for Enterprises under number BE 0701.664.148.

1. Applicability

1.1. These general terms and conditions apply to any offer, quotation, and order confirmation from HCSB and to all other agreements between HCSB and the client to the exclusion of any terms and conditions of the client.

1.2. Deviations from and adjustments to these terms and conditions are only valid if HCSB confirms them in writing.

1.3. In case of an inconsistency between a provision of these general terms and conditions and a provision from a specific agreement or order confirmation, the provision from the specific agreement or order confirmation shall prevail.

1.4. The original text of these general terms and conditions was drafted in Dutch. As a result, the Dutch version of these general terms and conditions prevails over the English version in case of conflict between the two languages.

2. Offers and orders

2.1. All offers and price quotations from HCSB are non-binding. HCSB is not bound until after acceptance of an order, as referred to in article 2.2. Sizes, weights, and other specifications stated by HCSB are purely indicative.

2.2. An order from a client is only deemed to be accepted if HCSB: a) has accepted the order in writing by means of an order confirmation or agreement; or

b) has started to implement the order.

2.3. An orders is final for the client as soon as HCSB has taken note of it, from which moment the client can no longer cancel or amend its order without the written consent of HCSB.

3. Prices and payment

3.1. Unless otherwise specified, all prices of HCSB are in euro and do not include VAT. In case of changes in the exchange rate, HCSB is entitled to adjust its prices in line with this change in the exchange rate, even after the client has placed an order.

3.2. Unless otherwise agreed, the client shall pay the order in advance. Orders must be paid via the payment link offered by HCSB or, if so agreed, via a bank transfer. Payment is made at the HCSB head office.

3.3. If the client fails to meet its payment obligation timely, it is automatically in default without prior notice being required. In that case the client owes HCSB interest of 1.5% per month plus extrajudicial recovery costs of 10% of the outstanding invoice amount with a minimum of €200 per invoice.

3.4. The client is not entitled to apply setoff, compensation, or any kind of discount to the payment or to suspend payment, not even in the case of complaints, unless HCSB explicitly agrees otherwise in writing.

3.5. Until the client has paid the products in full, HCSB remains the exclusive owner of those products, even if the products have been mixed, processed, or transferred. The client authorises HCSB to enter the premises of the client and of third parties associated with the client, to enable HCSB to take control of the products and to inspect them or have them inspected.

4. Delivery and transfer of risk

4.1. The products are delivered ex works (EXW) from the HCSB warehouse. If the client is obliged to make a down payment, HCSB is entitled to suspend the delivery until it has received the down payment. The risk passes to the client from the time of delivery or as soon as the client fails to take delivery of the purchase.

4.2. HCSB shall provide for the transport on behalf of and for the account of the client and, if so requested by the client, also the insurance of the products during the transport. These costs are charged to the client. Handover to the carrier counts as delivery to the client.

4.3. If the client fails to provide the information requested by HCSB, the expected delivery date, being the day on which the products are handed over to the carrier, shall be postponed proportionally.

4.4. If the client a) fails to fulfil any of its duties by virtue of its order, an agreement, or these general terms and conditions, b) ceases its operations or has the intention to do so, c) applies for bankruptcy or postponement of payment, d) is declared bankrupt or is granted a suspension, e) reaches an agreement with a creditor, or f) is being liquidated, the client shall, without prior notice, immediately pay all debts which it owes to HCSB, whilst HCSB is entitled in to suspend or terminate an order or to take back products already delivered, but not yet paid for.

5. Guarantee

5.1. HCSB guarantees the conformity of its delivered products under normal use. The client shall check the delivered product for any potential defect immediately at the time of receipt. HCSB is not bound by guarantee for apparent defects, nor for hidden defects of which it was not aware.

5.2. In case of defects covered by the guarantee, the client is entitled, at HCSB’s discretion, to repairs, (partial) replacement, or (partial) repayment of the purchase price. The client shall not be entitled to any other remedy . If the defects are covered by the guarantee, HCSB shall bear the cost of freight, assembly and dismantling, packing, and travel and accommodation ex works.

5.3. HCSB is exempt from any guarantee obligation if the client or a third party has failed to handle the product in accordance with the usage and installation instructions or with due care.

5.4. The guarantee obligation of HCSB towards its client, regardless of what is stated in this article, shall never exceed the guarantee which HCSB receives from its supplier for those products and parts which are not manufactured by HCSB itself and shall be limited to the amount of redress offered by its supplier.

6. Complaints

6.1. Complaints regarding a product or an invoice must be submitted in writing to the e-mail address [ ] within eight days of receipt by the client or, in case of hidden defects, within eight days of the client becoming aware of the defects. Complaints submitted outside the terms referred to are not admissible.

6.2. After receiving a complaint, HCSB shall assess it as soon as possible. The client shall co-operate fully in this matter, for instance, by sending the product to HCSB at the latter’s request and by granting HCSB or its appointed third party agent access to its premises. Return shipments are carriage paid at the client’s risk and only with the prior written consent of HCSB, without prejudice to the stipulations of article 5.2.

6.3. If the client persists in its complaint after HCSB has rejected it, HCSB shall appoint an independent third party, who shall give binding advice in response to the complaint. Both parties shall co-operate fully with the adviser’s investigation.

6.4. If HCSB or the binding adviser, as the case may be, deems a complaint regarding a product to be justified, article 5.2 shall apply. A justified complaint regarding an invoice can result only in an amendment to the invoice.

7. Force majeure

7.1. HCSB can suspend the fulfilment of its obligations in case of force majeure. In case of ongoing force majeure, HCSB is permanently released from its obligations towards the client. Force majeure never results in liability for damage which the client might suffer as a result.

7.2. Force majeure includes water damage, risk of war, fire, strike action, excessive sick leave, transport problems, government measures, technical complications, and operational malfunctions at HCSB or its suppliers.

8. Miscellaneous

8.1. HCSB shall never be liable for damage suffered by the client or third parties with regard to products or services supplied by HCSB unless the damage is a direct result of wilful intent or serious negligence by HCSB.

8.2. The parties shall treat all information which they receive from the other party as confidential.

8.3. If a provision from these general terms and conditions is found to be null and void or is eradicated, the other provisions shall retain their validity. HCSB shall also be entitled to replace the provision in question with a provision which corresponds as far as possible to the objectives and effects of the original provision.

8.4. Delivery times and other relevant time limits for HCSB are indicative and not binding.

9. Applicable law and competent court

9.1. All agreements with HCSB are governed solely by Belgian law to the exclusion of the Vienna Sales Convention.

9.2. In case of disputes which cannot be resolved amicably, the parties agree to initiate mediation within 15 days of the request to do so. If mediation does not lead to an agreement within 30 days, both parties shall be entitled to take the dispute to court. Only Antwerp courts shall be authorised to adjudicate in case of any legal disputes.