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GENERAL TERMS OF SALE

1. Any contract or delivery that has been accepted by the purchaser, automatically implies that the latter subscribes to and agrees with the present general terms of sale. The fact that the public limited company s.a. G.D.K. respectively accepts order forms from or sends confirmations of order to the purchaser does by no means imply that it is allowed to deviate from or break this clause. The present general terms of sale always take priority over any other terms, in particular those of the purchaser.

2. The contracts are always expected to have been signed within the offices of the public limited company s.a. G.D.K., i.e. at the following address: 5032 Isnes (Belgium), Parc Créalys, Rue Phocas Lejeune, 22, unless explicitly and specifically stated otherwise.

3. The quotations are valid during a period of 3 months, counting as from the date on which they were submitted and insofar as the ordered goods are still available at the moment of the order. Any non-respect of the delivery terms or the lead time on account of a
cause against and in spite of the will of the public limited company s.a. G.D.K. can under no circumstances give rise to any compensation, nor can this occasion the cancellation of the order.

4. All prices are quoted without taxes and without assembly costs. Moreover, the public limited company s.a. G.D.K. has the right to adapt the prices as a consequence of circumstances beyond one’s control, as for instance the evolution of the market costs and factors that can be referred to as accidental cases or acts of God, which can engender unforeseeable supplements.

5. The invoices are payable at the place where the registered office is established, i.e. at the following address: 5032 Isnes (Belgium), Parc Créalys, Rue Phocas Lejeune, 22. Bills of exchange/drafts and/or acceptances of a settlement/arrangement can never give occasion to novation, nor can they bring about any deviation from the present clause.

6. Reservation of title clause: the public limited company s.a. G.D.K. keeps the right of property with regard to the goods up till the moment that these goods have been completely paid. If the invoice is not fully settled, the public limited company s.a. G.D.K. reserves the right to take back the goods. The public limited company s.a. G.D.K. may keep the advances in order to cover the possible losses due to the resale. If the supplied goods are not fully paid, the purchaser has no right whatsoever to pass on the property of these goods to a third party, nor is he (= the purchaser) allowed to pledge these goods. Payment of the goods will become due on demand if the above-mentioned prohibition is not respected. The purchaser commits himself to inform the public limited company s.a. G.D.K. at once of any seizure/attachment that is carried out on his goods at his expense. If it is necessary to appeal to the present reservation of title clause, the purchaser will have to pay back all costs and expenses that the public limited company s.a. G.D.K. has advanced within the framework of the application of this reservation of title clause.

7. The goods are transported at the addressee’s own risk, even if this transport happens carriage paid, FOB or CIF. No return will be accepted, unless the public limited company s.a. G.D.K. has explicitly agreed to this beforehand. The risks always remain at the expense of the purchaser.

8. Any complaint with regard to the sold goods has to be notified by registered mail to the public limited company s.a. G.D.K. within a week’s time. Once this time limit of eight days has expired and/or if the abovementioned notification modus by means of a registered mail has not been respected, the order is considered to be definitive and fully accepted. Any complaint with regard to the contents of the invoice has to be notified by registered mail to the public limited company s.a. G.D.K. within a week’s time. Once this time limit of eight days has expired and/or if the above-mentioned notification modus by means of a registered mail has not
been respected, the invoice is considered to have been definitely and fully accepted.

9. Any delay of payment irrevocably brings about an interest of 1 % per month and each month that has been started will be considered as an entire month. The fact to have sent the invoice corresponds to having summoned to pay the amount of the invoice at maturity. Any stoppage or delay of payment can lead to a suspension of the deliveries that still have to be carried out and this on the one hand without prejudice to any possible legal proceedings – whatever these may be – that the public limited company s.a. G.D.K. may consider to be necessary to institute against the customer or purchaser, and on the other hand without any prejudice to
its right (= the right of the public limited company s.a. G.D.K.) to annul or cancel the signed contracts if so desired. Any delay of payment irrevocably brings about that all amounts that are still due by the purchaser, become due on demand, even those whose due date has not been reached yet. If the public limited company s.a. G.D.K. agrees to postpone the due date, the payment will have to be carried out by means of a domiciled and accepted draft/bill of exchange with all guarantees and securities that may be considered to be necessary and if doing so, the amount will – ipso jure and without any need to serve a notice upon the debtor – be increased by all usual premiums and interests.

10. In case of resale of the goods that belong to the public limited company s.a. G.D.K., even if these goods have been transformed, the purchaser cedes – in favour of the public limited company s.a. G.D.K. and as from this moment – all his rights with regard to claims that result from the resale of these goods.

11. In case of non-execution of the present contract due to one of the parties (including the fact that one of the invoices would not be paid at the due date) the failing party (i.e. the party that is in default) will have to pay a lump sum of 12 % of the total amount of the service as compensation and this with a minimum of 50 euros. All possible costs that might result from the non-execution of the present contract are entirely at the expense of the failing party (i.e. the party that is in default).

12. The public limited company s.a. G.D.K. has the right to cede all its rights resulting from the present contract to a third party.

13. If the credit of the purchaser deteriorates, the public limited company s.a. G.D.K. reserves the right – even after partial execution of the agreement – to demand any guarantees and securities from the purchaser that it (= the public limited company s.a. G.D.K.) considers to be necessary in order to be sure that the contracted engagements will be carried out as it should be. Any refusal to comply with this clause immediately entitles the public limited company s.a. G.D.K. to cancel the agreement entirely or partially.

14. With regard to any judicial act that may result from the present contract – in particular in case of dispute or action for payment – depending on the financial importance and the nature of the dispute, only the Court of First Instance (~ U.K.: High Court of Justice) or the Commercial Court of Dinant or the Justice of the Peace Court (~ U.K.: County Court) of Ciney will entertain jurisdiction.