1) The present terms and conditions of sale are applicable to all the offers, sales and deliveries made by the seller, unless otherwise explicitly agreed in writing by the seller.
By placing an order with the seller the buyer accepts the present terms and conditions of sale.

2) In case of contradiction between the general terms and conditions of the buyer and the present general terms and conditions of sale, the present general terms and conditions of sale shall be applicable and have priority over the buyerʼs term and conditions.

3) No offer, promise of sale or contract, whether or not in accordance with the present terms and conditions of sale, shall be valid unless confirmed in writing.

4) By completing, signing and handing over the order form the buyer makes an offer binding him. However, the buyer is entitled to alter his order within 15 days.
The seller is entitled to accept or not to accept the buyerʼs offer. The seller also reserves the right to accept only part of the offer.
Refusal, either wholly or partly, of the buyers offer by the seller shall be confirmed in writing not later than two months after receipt of the order.
The sellerʼs representatives are not authorized to accept an offer on behalf of the seller and to bind him. Acceptance of an offer by a representative of the seller is subject to the sellers right to refuse the order, either partly or wholly.

The catalogues and price lists sent by the seller do not constitute an offer of sale from the seller. The catalogues and price lists remain the sellerʼs property.
Descriptions and reproductions of goods in catalogues, magazines or other documents or at exhibitions or shows are only indicative and they do not bind the seller to stipple exactly the same models.
Reasonable differences between the exhibited or reproduced models and the goods sold are accepted by the buyer without any damages, discount or right to cancel the sale.

5) The arranged term of delivery is only approximate and does not bind the seller.
The seller reserves the right to supply the goods in different lots, to be determined by the seller.
Delivery beyond the agreed indicative term of delivery shall not entitle the buyer to cancel the contract nor to claim damages.
The goods are supplied I ex works I of the seller, at the expense of the buyer, who shall bear the risk of the goods from the moment the goods are delivered to him.

6) Until payment in full to the seller for the goods the goods shall remain the property of the seller.
Notwithstanding the foregoing, the risk in the goods and all liability to third parties in respect thereof shall pass to the buyer on delivery.
The buyer may sell the goods in the normal course of his business but on condition that the buyer, in a fiduciary capacity as bailee of the goods, and for so long as he has not fully discharged his debt to the seller, shall hold and pursue claims for the proceeds of their sale equal to the price of the goods for and on behalf of the seller. The buyer shall fully pursue such claims and if necessary shall recover the sums due by legal process. The buyer shall if so required by the seller, allow the seller to conduct in the buyers name legal proceedings in respect of the moneys due on the sale of the goods. Any sums recovered by the seller as a result of such proceedings (including sums accepted by the seller in settlement thereof whether or not equal to the sums claimed) shall be applied to the payment of the moneys due to the seller from the buyer and then to the reasonable costs incurred by the seller in the course of such proceedings. Any balance remaining shall be paid to the buyer.
The conditions of this contract shall not be modified in any way by the drawing or acceptance of a bill of exchange or by any other arrangement not shall any such act constitute a novation.

7) In case of apparent defects the buyer must protest at the time of delivery. Any other defects in the goods shall be made known by letter sent by registered mail to the seller not later than 15 days following delivery. After the expiry of the above-mentioned terms no claim shall be accepted.
The sellerʼs obligation of guarantee concerning defective goods shall in any case be limited to the replacement of the defective goods by goods in a good condition or at the sellerʼs option, by reimbursement of the price of the defective goods.

The seller shall have no obligation to pay any other compensation as the result of direct or indirect damage and the buyer guarantees the seller against any claim possibly made by third parties in this respect;

8) Force majeure releases the seller from his obligations. If as a result of force majeure the seller cannot temporarily comply with his obligations, the seller may decide either to cancel the contract without any right to damages for the buyer, or to comply with his obligations subsequently.

9) If the elements on which the sale price is based change, the seller is entitled to adapt the sale price accordingly.

10) The invoice is payable in Euro at the sellers registered office or on a financial account to be specified by the seller.
Unless otherwise explicitly agreed in writing, the invoice is payable at the time of delivery of the goods. The seller is always entitled to postpone delivery and the seller is also released from all and any obligations of guarantee as long as the buyer does not comply with his obligations of payment, even if they refer to previous deliveries.

The invoice is payable in Euro at the sellers registered office or on a financial account to be specified by the seller.

In case of delay in payment, the amount left unpaid will be increased ipso jure and without any notice with interests of 18% on an annual basis and a lump sum representing 15% of the amount left unpaid with a minimum of 250 Euro. An administrative cost of 150 Euro will be charged additionally.

In case reminders are to be sent, reminder costs can be charged.

Delay in payment of one invoice causes all the other invoices not yet due to become payable immediately.

11) The buyer is not entitled to set off any debt owed by the seller to him against his own obligations of payment.

12) If the buyer wishes to cancel his order, which he cannot do unless explicitly authorized in writing by the seller, damages are due, say a lump sum repressing 50% of the value of the cancelled part of the order.

13) The sellerʼs liability for any reason whatsoever is in any case absolutely limited to the amount of the invoice.
14) The seller is released from all and any liability unless legal proceedings are started against him within six months following delivery.

15) The Courts of Antwerp have exclusive jurisdiction to hear and try disputes possibly arising between the seller and the buyer.

16) Only Belgian law shall apply to the present contract. However, application of the Act of July 15th 1970 (uniform law on the international sale of movable tangible property) is explicitly excluded.