All sales and other agreements between SVK nv, with registered office in B-9100 Sint-Niklaas, Aerschotstraat 114, registered at the Crossroads Bank for Enterprises under number 0405.056.855, and its client, are considered to have been entered into in accordance with the following general terms and conditions.

1. All prices and offers are provided on a no-obligation basis and infer no commitment on SVK’s part. Information in catalogues, price lists and advertisements is not binding and is only indicative and may be amended without prior notice. Samples, dimensions, colours and weights are only approximations since with respect to the delivered materials account shall be taken of the customary tolerances. Prices are valid for goods loaded on transport vehicles in the factories of SVK in Sint-Niklaas; any and aweighing, packaging and transport costs, as well as VAT or other charges, and any changes pertaining to the VAT or any and all other levies in effect as of the date of notification of the order, shall be borne by the client.

2. Employees, agents or representatives of SVK are not authorised to legally commit SVK, unless this has been confirmed by SVK in writing. SVK cannot be held liable for any damage that may arise as a result of mistakes made by its employees, agents, representatives or other third parties upon whom it calls, even in the event of serious or deliberate errors.

3. The client fully renounces the application of its own general (purchase) conditions and accepts the exclusive application of the present general terms and conditions to all agreements and sales.

4. The goods are deemed to have been accepted, prior to departure, in the warehouses where they are being loaded. SVK must be notified of any conspicuous defects immediately and in writing within three days at the most. Complaints as a result of conspicuous defects shall only be investigated on the condition that the goods sold have not yet been used. The use of the goods by the client implies an irrevocable acceptance thereof. Such complaints in no way suspend the client’s payment obligations.

5. SVK is not responsible for any hidden defects in relation to the goods supplied, in the event of sales to another professional within the same sector and this is subject to the guarantee that SVK provides for its products.

6. The client acknowledges and accepts that SVK may apply the exceptions and exonerations to which it could be subjected, to the client.

7. In the context of product liability, SVK cannot be held liable in the event of damages that are not only attributable to deficiencies in the product but also to a mistake or negligence by the client or the person for whom the client is responsible.

8. Except for cases of fraud, deliberate errors or serious mistakes, SVK is not liable for or committed to reimbursing intangible, indirect or consequential damage, including (but not limited to) losses relating to profit, sales, income; production limitations; administration or personnel costs; an increase in general costs or claims from third parties. The contractual and extra-contractual liabilities of SVK are limited to an amount of € 100,000 for all cases of damage that could occur during the full duration of the agreement.

9. All goods shall be transported at all times at the risk and responsibility of the buyers, irrespective of the transport mode, even if the price has been fixed for carriagepaid delivery at destination. In the event of damaged or missing goods, or in case of delayed delivery, the receiver of the goods shall assert his rights vis-à-vis the carrier.

10. Ownership of the sold goods shall only transfer to the client once the client has paid in full the price, costs, interest, any damages and other monies owed for goods and services provided by SVK. The transfer of risk to the client, however, takes place at the moment that the agreement is concluded. Until the moment that ownership of the sold goods is effectively transferred to the client: - the client is forbidden from selling the goods supplied, using them as a method of payment, pledging them, burdening them with any other safety right or providing in any other way; he is also prohibited from using the goods supplied or incorporating them into other products; - the client shall mark the goods provided by SVK in such a way as to make it clear that the goods supplied remain the property of SVK; In addition, the client authorises SVK to repossess the goods supplied at any moment and wherever this may be. SVK retains the right to repossess the goods supplied wherever they may be located; all costs for removal (dismantling, transport,…) shall be borne by the client.

11. The written or verbal information provided by SVK with respect to shipping costs, toll duties, formalities, and the like...shall serve solely by way of information and have no binding force whatsoever on SVK.

12. The client shall discharge SVK from dispatching to him an advance shipping notice. The roads and ramps leading to the construction site need to be readily accessible by the vehicles. The unloading shall be carried out by the client, at his own expense, either at the site or at a location that is deemed accessible by the carrier. As of arrival of the transport, the client shall assume any eventual costs of demurrage. If goods are prevented from being unloaded as a result of factors independent of the client, the client shall be responsible for any costs or subsequent damage for SVK resulting from this.

13. Delivery terms are invariably stated by way of information only and are non-binding. In the event of a price increase, the goods for which an order was accepted prior to the said price increase shall be collected within a delay to be determined by SVK.

14. Orders entrusted to SVK must always be collected in their entirety.

15. A force majeure situation shall invariably discharge SVK of any commitments, even in case of a formal agreement. Non-limitative instances of force majeure are: war, revolution, riots, quarantine, general or partial
strikes, lock-outs, fire outbreak, occupational accidents, machine break-down, lack of transportation vehicles, frost, epidemics, impediments to navigation shipping, or any other causes beyond the determination or control of SVK and that are of a nature to adversely affect the regular functioning of the production processes.

16. The invoking the same instances of force majeure as outlined above in cases where they adversely affect the services of the suppliers of SVK shall likewise fall within the provisions and application of the
preceding clause.

17. The amounts of the invoices shall invariably be collectable at the registered office of SVK in Sint-Niklaas, in cash and without any discounts. SVK invariably reserves the right to either ship the goods only following pre-payment or by payment on delivery, or by having drafts for payment accepted by the client.

18. SVK retains the right to nullify the agreement at all times, with immediate effect, without the authority of the courts, without prior notice of default and without payment of any damages, if the client fails to comply (promptly and properly) with one or more of its obligations or if SVK has reasonable grounds to doubt the client’s ability to fulfil the obligations it has vis-à-vis SVK. In such cases, SVK may claim damage compensation of damage suffered.

19. Neither the agents, representatives nor employees of SVK are authorized to collect the amounts of receivables or accounts; as receipts of discharge of payment SVK recognizes only documents bearing the signature of authorized members of the company’s Board of Directors.

20. In the event of modifications to the circumstances of the client, such as but not limited to death, incapacity, insolvency, legal reorganisation or any similar foreign procedure, bankruptcy, non-payment even of an unaccepted draft, dissolution, liquidation or modification of the company, and also any other situation which could give rise to doubts pertaining to the client’s credit-worthiness, SVK retains the right to nullify the agreement in full or in part, immediately and unilaterally and without SVK owing any damage compensation, to suspend deliveries and undertakings and, in all cases, to demand immediate payment for all goods supplied or installed.

21. The amount(s) of the invoice(s) left unpaid on their due date shall, as of that date, and without the need for a default notice, become subject to an arrears interest to be calculated at a pro rata interest rate of 10% per year. As a result of non-payment on the due date and without a default notice being required, the invoiced amount shall be increased by a fixed amount of 15%, with a minimum of € 150, without prejudice to SVK’s right to claim higher compensation on the basis of evidence of the actual damage incurred.

22. If one of more of the provisions (or part thereof) in these general terms and conditions should be null and void or unenforceable, this shall have no impact on the validity and enforceability of the other provisions or the part of the relevant provision that is not null and void or unenforceable. In such a situation, parties shall enter into negotiations regarding a lawful replacement of the relevant provision; if no agreement can be reached, SVK shall have the final word.

23. All agreements to which these general terms and conditions apply, as well as any other agreements that arise as a result, shall be governed by Belgian law. The application of the United Nations Convention on Contracts For The International Sale of Goods is explicitly ruled out.

24. All possible arguments and disputes, as well as payment claims, are exclusively governed according to the authority of the Belgian courts of law in the district of East Flanders, unless SVK should decide otherwise.