Appendix II: General terms and conditions of sale, Prosafco NV

GENERAL TERMS AND CONDITIONS OF SALE

Art. 1. Except where stated otherwise in writing, these general terms and conditions apply to all agreements. They automatically take precedence over the customer’s general terms and conditions. The customer acknowledges that it has read these general terms and conditions with care. It further acknowledges that they form an integral part of the agreement between the parties.

Art. 2. Our prices and price quotes are not binding on us and may be reviewed at any time. Unless agreed otherwise, all goods will be invoiced at the prices in effect on the day of delivery.

Art. 3. Orders placed on terms and conditions that differ from the leaflets, pricelists, etc. that apply at the time will only become binding on our written confirmation.

Art. 4. Delivery lead times do not begin to run until the day on which we are in possession of all of the required elements for the order. Lead times are provided by way of information only and are not binding on us. Any delays may not be used by the customer to cancel the contract and/or demand compensation. If the order is modified, the original delivery lead time automatically lapses.

Art. 5. Goods are delivered to our warehouse. The risk of ownership is transferred as soon as the agreement is entered into. However, the goods remain our property until such time as they have been paid for in full. Any form of transport or carriage will be at the risk and cost of the customer.

Art. 6. Should the customer refuse to accept delivery and/or makes fulfilment of the agreement impossible, the agreement will automatically be deemed cancelled to the detriment of the customer. Consequently, the customer shall owe an amount of compensation set at a minimum agreed rate of 25 % of the order price, including VAT, unless we can demonstrate a higher amount.

Art. 7. Unless agreed otherwise, our invoices are payable on receipt, in Roeselare, with no discount. Payment must be made directly to us, so that no payment will be granted to representatives. In the event of any invoice not being paid on receipt or by the indicated due date, late-payment interest will accrue, automatically and without service of default, at the rate of 1 % per month.

Art. 8. In the event of one or more invoices not being paid on receipt or by the indicated due date and after service of default, the amount of each invoice will automatically be increased by 15 %, with a maximum of € 2,500, by way of an agreed amount of compensation for out-of-court expenses. This compensation will also automatically accrue interest at the agreed rate of 1 % per month from the time notice of default is served.

Art. 9. In the event of payment not being made on receipt or by the indicated due date, we also reserve the right to cancel or suspend the fulfilment of other orders.

Art. 10. Unconditional payment, even of part of the amount of an invoice, constitutes acceptance of that invoice in full. Any discounts will always be accepted subject to all rights and without any acknowledgment prejudicial to our interests.

Art. 11. Our prices always exclude VAT. Any other taxes and/or levies that may be owed are also to be borne by the customer, regardless of the government authority that levies them.

Art. 12. Until such time as acceptance of the delivery has expressly occurred, any complaint regarding conformity or visible defects must be made by registered letter, stating the reasons, within five days of the invoice date and in any event before any use is made of the goods. Otherwise the complaint will be deemed null and void. Any complaint specifically in relation to invoicing must be made within a period of ten days from the invoice date; otherwise it will lapse.

Art. 13. The customer may only invoke an indemnity for hidden defects against us if all of the statutory requirements in the matter have been fulfilled. In that regard, it is expressly agreed that the “short period of time” referred to in art. 1648 of the Civil Code is limited to 6 months after delivery or fulfilment. In the same way, any arrangement made on the basis of hidden defects will lapse in the event of alteration, modification, repair or on-selling of the goods by the customer or third parties. Claiming an indemnity for hidden defects may not result in the deferment or suspension of the customer’s payment undertaking.

Art. 14. Our liability vis-à-vis our customers, on any grounds, is always restricted to the value of the goods that are the subject of the agreement.

Art. 15. In the event of causes beyond our control (e.g. war, strike, natural disaster, exceptional scarcity of raw materials and goods, etc.), even if they do not result in permanent and/or total impossibility to fulfil the order, we will automatically be permitted, having notified the customer, to suspend or cancel our obligation unilaterally. This will be without us being bound to pay any compensation.

Art. 16. The Justice of the Peace in Roeselare and the Courts in the judicial district of Kortrijk alone shall have jurisdiction to hear any disputes. The fact that we may have accepted letters of credit does not infer any debt renewal and does not in any way change this jurisdiction clause. Belgian legislation alone shall apply.

Art. 17. All costs for collecting and disputing invoices for accepted or unaccepted letters of credit, postal receipts, etc. will be borne by the purchaser. The offering of letters of credit will not change the place of payment.

Art. 18. When letters of credit are accepted by the purchaser and any of these letters of credit is disputed and if credit is granted and one of the payment instalments is not made on time, any other outstanding letters of credit or payments will automatically become enforceable with immediate effect.