JULES CLARYSSE NV

1. VALIDITY OF THE GENERAL TERMS AND CONDITIONS
1.1. The clauses and provisions set out in these general terms and conditions are applicable to any contract concluded between JULES CLARYSSE NV, hereinafter referred to as the vendor, and the buyer.
1.2. All contracts concluded are governed by the following terms and conditions, which the buyer declares to have read and which he accepts in full.
1.3. No contradictory condition emanating from the purchaser shall modify or invalidate the clauses or provisions of the seller, except in the case of a prior express written agreement between the parties.

2. SPECIFICATIONS AND PRICE QUOTATIONS
2.1. The seller's offers and price quotations are indicative only and remain valid for a period of one month. They may be changed at any time after this period by the vendor. Unless otherwise stipulated and within the aforementioned one-month period, price adjustments can be made for the following reasons :
- increase in the price of labor during the period ;
- increase of prices of raw materials during the period;
This list is not exhaustive.

3. ORDERS
3.1. The sale agreement is only concluded as soon as we have confirmed the order (directly or via an agent) in writing in a formal order confirmation. By placing his order, the customer accepts the following general conditions and terms of the sale and waives his purchase terms and conditions, if applicable. These conditions and terms can only be deviated from by way of a special written agreement concluded by the parties. In that case the special, deviating provisions take precedence. In the event of a difference between the Dutch language version and any other language version, the Dutch language prevails.
3.2. When a customer cancels all or part of the order, for whatever reason, or when the agreement is dissolved at his expense, judicially and extra judicially, the customer will, in any event, pay 75% of the sales price as the irreducible and fixed payment of damages, notwithstanding our right to prove and claim the real damages we have suffered. The fixed payment of damages is reduced to 30% of the sales price if the cancelled order was not yet acted upon.

4. DELIVERY AND ACCEPTANCE OF THE GOODS
4.1. Delivery dates are provided for information purposes only and are not binding for the vendor. No given delivery date can give rise to any claim for compensation or dissolution of the agreement.
4.2. The goods are shipped at the buyer's risk. Unless stipulated otherwise, the transport costs shall be borne by the buyer.
4.3. If the buyer fails to take delivery of the goods on the date communicated to him or if he refuses the delivery, the seller reserves the right to terminate the agreement at any time.
4.3 If the buyer fails to take delivery on the date communicated to him or if the delivery is refused, the seller reserves the right to consider the agreement terminated, after a period of eight days after notice of default and without prejudice to any damages.
4.4. The storage of the goods in anticipation of the delivery or when the buyer takes delivery of them is at the risk of the buyer. In the absence of collection or acceptance of the delivery of the goods on the communicated date, the vendor shall be  owed compensation equal to € 25/500Kg/started week, to be calculated from the agreed date.
4.5. The customer must receive the goods and inspect the goods within ten days after delivery. He loses the right to rely on a lack of conformity of the goods if he does not give notice to us by registered letter specifying the nature of the lack of conformity within a period of ten days after he discovered or ought to have discovered the shortcoming. When it is established that the goods are not in accordance with the agreement, the customer can only demand their replacement, unless we opt to restore the goods, allow a price reduction or the payment of damages. The payment of damages can never compensate the consequential damage or indirect damage, such as production loss, loss of profit, staff costs, and damage suffered by any third party, etc. and can never exceed the total purchase price of the incorrect delivery. In the event of replacement or repair, the items must be returned within twenty days after having received the goods. By purchasing the goods, the purchaser guarantees us against any product liability towards the victim.

5. FORCE MAJEURE
5.1. If the vendor is unable to execute the agreement due to force majeure, strikes, lock-outs or other similar cases, he reserves the right to terminate the agreement without any compensation being due. Is considered as force majeure :
- any shortfall in deliveries from suppliers to the vendor.

6. OWNERSHIP CLAUSE
6.1. The delivered goods shall remain the property of the vendor until paid for in full by the buyer. Bills of exchange and cheques are only considered to be payment after the bank has credited the seller's account with the full amount for which they were drawn.
However, the risks are transferred to the buyer from the moment of delivery of the goods. The buyer undertakes to take out insurance for the benefit of the vendor or the party to whom the goods belong, covering the risks in the event of theft, water damage, fire, explosions, civil liability.
6.2. The clause relating to the reservation of ownership is mentioned in vendor’s correspondence and on the vendor order forms and is therefore applicable by law purely and simply by taking possession of the goods in the factories of the vendor or at their destination.

7. OBLIGATIONS OF THE BUYER
7.1. Unless agreed otherwise, all invoices are payable within 30 days of the invoice date.
7.2. Any complaint concerning an invoice must be submitted to the vendor in writing within 8 days of the invoice date of the invoice in question. The buyer is requested to state the date and number of the disputed invoice.
7.3. Any invoice not paid within the agreed period shall automatically and without prior notice incur interest calculated at the interest rate in force at the National Bank of Belgium plus 2% from the due date.
Also, by operation of law and without prior notice of default, damages shall be payable between the parties, fixed in advance at 10% of the invoice amount.
7.4. In the event of non-payment, the seller reserves the right, ipso jure and without any prior notice of default being required, to regard the agreement or the part of it that has not yet been executed as dissolved.
7.5. All taxes and fiscal charges of any kind shall be borne by the buyer.

8. APPLICABLE LAW
8.1. These conditions are subject to Belgian law.

9. JURISDICTION
9.1. Disputes or disputes to which the present agreement may give rise shall be brought before either the courts of the district where the vendor’s social seat is located, or before the courts of the district where the buyer's social seat is located, at the seller's sole discretion. The buyer can only bring a possible case before the courts of the district where the seller's registered office is located.
This clause may only be invoked in favor of the seller.