General conditions

Cornelis-Adriaenssens BV

Lodewijk Deweerdstraat 11

2900 Schoten

BE0456.859.409

General Terms and Conditions of Sale

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Art.1 : Acceptance of the terms:

The following terms and conditions apply to all offers and deliveries made by the company and to the contracts concluded between the company and the customer, unless the company has requested a different agreement in writing.

The customer's general conditions of purchase are valid only if they correspond to the firm's general conditions or have been accepted by the firm in writing.

Art.2 : Prices:

The customer is strictly bound to pay the price. This is determined according to the market and price situation. Any increase in these prices between the conclusion of the agreement and delivery will be passed on to the customer. The company is in any case entitled, in case of circumstances independent of its will, such as increases in excise duties on the products to be delivered, increases in freight rates, increases in the prices of basic products, increases in labor wages pursuant to statutory provisions or national, sectoral C.A.O.'s, changes in the currency, etc., to apply a proportional price increase after the conclusion of the agreement.

Payment of any surcharge pursuant to the provisions of this article shall be due at the same time as the principal sum.

The V.A.T. and any other tax not mentioned or included in the price as well as the transportation and packaging costs shall be borne by the customer.

Art.3 : Payment:

Each invoice will be considered as accepted in the absence of written protest within 8 days of its sending, by registered letter.

If payment is not made by the due date, interest on arrears will be payable, automatically and without prior notice, at the rate of 1% per month commenced from the due date of the invoice.

In addition, a lump-sum compensation set at 15% of the invoice amount (with a minimum of 50 €) as compensation for the damage caused by late payment is due by right and without prior notice.

If the customer does not pay on time, the company has the right, without prior notice of default and by operation of law, to consider the agreement for the part not yet performed, by means of a single notification to the customer, as dissolved so that the company is released from all deliveries, without prejudice to its right to damages against the customer.

In the event of late payment, which does not cover interest and increases accrued in the meantime, the customer may not impute the payment he makes to the principal sum rather than to the interest instalments or interest, and this in accordance with Article 1254 of the Civil Code.

The payment made on the principal and interest, but with which the entire debt is not discharged, shall be imputed first to the interest and increases.

Deferral of payment may be expressly granted by the company to the customer by an exceptional or special decision. In any case, such an even renewed and/or repeated concession can never be interpreted as a custom deviating from the present conditions.

Art.4 : Delivery and acceptance:

Deliveries are made ex works, regardless of what has been agreed with regard to freight and other costs and who takes care of shipment, so that the goods always travel at the customer's risk.

After expiration of the expressly agreed delivery terms, the goods are always at the customer's risk, even if they are in the company's warehouses. Hidden defects or damage will only give rise to compensation or replacement if they are reported within 24 hrs of delivery for examination by the company. Hidden defects may give rise to compensation only if the products have not been manipulated in any way by the co-contractor himself.

Concealed defects in respect of which Cornelis-Adriaenssens demonstrates "invincible ignorance" on its part will never give rise to indemnification. Any compensation for hidden defects will not exceed the price of the delivered products. The possible defects and/or damages must be illustrated with photo of the original packaging and original label with mentioned THT of the product.

Cornelis- Adriaenssens also conforms to the law "product liability" with the understanding that it will never be liable if the damage caused is not only due to a defect in the product, but also due to an error or negligence of the co-contractor or the person for whom the co-contractor is responsible.

Art 5 : Breach

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Each unilateral termination of an order by the client gives rise to a lump-sum compensation in the amount of 30% of the order (amount incl. VAT), without prejudice to Cornelis-Adriaenssens' right to prove greater damage/loss of profit if necessary and in any case to claim a minimum of €500. Cornelis-Adriaenssens has the right to terminate any contract with the client at any time and with immediate effect, without judicial authorization, without prior notice of default and without payment of any damages in the following cases:

- If the customer fails to pay even one overdue invoice.

- In case of cessation of payment or (the filing of) bankruptcy by the customer.

- If any or all of the customer's assets are seized.

Art 6:

Cornelis-Adriaenssens is released by law and not obliged to fulfill any obligation to its customer in case of force majeure. By force majeure is meant the situation in which the execution by Cornelis-Adriaenssens of its commitments is prevented, in whole or in part, temporarily or not, by circumstances beyond its control, even if these circumstances were foreseeable at the time of the order. Without striving to be exhaustive, the following shall be considered as force majeure: exhaustion of stock, delays or absence of deliveries by suppliers, destruction of goods due to accidents, strikes or lock-outs, fire, riots, war, epidemics, floods, high staff absenteeism, electrical, IT and telecommunication failures, government decisions or interventions, errors or delays attributable to third parties.

If the force majeure situation should last longer than 4 weeks, the client is entitled to dissolve the contract without the intervention of a court, without Cornelis-Adriaenssens being obliged to pay any compensation.

Article 7:

In case of dispute, Belgian law is applicable and only the courts of Antwerp, Antwerp division, are competent to take cognizance of the dispute or the justice of the peace court of the 5th canton in Antwerp.