Terms & conditions

The General Terms and Conditions for Delivery of Products and Services (“General Terms and Conditions”) are applicable to purchase orders as described in article 2, concluded between Intersoft Electronics Services BV; Ballingsweg 15; 9620 Zottegem; Belgium; hereafter referred to as “Supplier” and the purchasing company or organization; hereafter referred to as “Customer” unless explicitly agreed upon otherwise in writing and with explicit exclusion of the general terms and conditions of the Customer.

Supplier and Customer are each hereinafter referred to as “Party“ or together “Parties“

This document describes the general conditions that apply to the delivery of equipment or services (such as training, rental, acceptance tests, measurement campaigns,…).

A purchase order can only be accepted when compliant with these General Terms and Conditions and the specific conditions of the Intersoft Electronics Services’ price quotation. The General Terms and Conditions have precedence over any other terms and conditions of each Party.

In case the price quotation includes specific conditions on the issues dealt with in these General Terms and Conditions, the specific conditions in the price quotation shall prevail, without detriment to the remaining provisions of the present General Terms and Conditions.

With the acceptance of any quotation by placement of a purchase order, a contract is formed in accordance with the explicitly mentioned terms and conditions and these general terms and conditions. Any scope, schedule, or pricing adaptation requires explicit written pre-agreement between the parties.

Prices in price quotations referring to this document were calculated based on these terms and conditions, unless indicated otherwise.

A price quotation, including all the detailed prices, is valid for a period of 3 months starting from its issuance date, unless stipulated differently in the price quotation.

The goods, for sale or rent, shall be suitably and securely packed as is necessary for delivery in good condition and working order. A packing note bearing the Purchase Order reference number, recipient’s name, number of packages and contents will accompany the delivery of the goods and will be displayed prominently.

Shipping dates, indicated in communication with Customer, are approximate and are based upon prompt receipt of all necessary Customer information.

Supplier will notify Customer as soon as he has knowledge of any incident that may jeopardize compliance with the delivery period of products for sale and/or rent and shall take measures to avoid or limit the consequences resulting there from.

Supplier will inform Customer in writing, with supporting evidence, of any force majeure event that makes it impossible to fulfill the order or deliver in time, Supplier will specify the foreseeable duration and consequences thereof. Such Force Majeure events may include, but are not limited to acts of government, fires, floods, epidemics, strikes, riots, acts of terror, shortage of transportation or energy and/or any other event beyond the reasonable control of the Parties.

Supplier will equally inform Customer in writing when: the continued performance of its contractual duties has become excessively onerous due to an event beyond its reasonable control which he could not reasonably have been expected to have taken into account at the time of the purchase order and/or acceptance thereof, and which he could not reasonably have avoided or overcome either. In this case, Parties shall negotiate alternative contractual terms which reasonably allow to overcome the consequences of the event.

Customer has a period of seven (7) work days to refuse the delivered goods, if the goods do not comply with the terms defined in the price quotation/purchase order/contract, starting from the delivery at its premises. This refusal can only be accepted in writing describing the reasons for said refusal and within aforementioned period of 7 days. In case of absent of or late refusal, the delivery shall be presumed accepted by Customer and corresponding invoice will be sent by Supplier.

Termination for convenience of a contract shall be generally excluded for any Party.

Any termination for cause shall be in writing and within the limits of the applicable law and providing 30days notice with reasonable remedy period as the case may be. Termination conditions, including potential compensations, shall be negotiated in good faith by the Parties case-by-case, considering the business impact for both Parties, including the achieved work in progress.

The Intersoft Electronics Services products are handled as B2B category products. In order to secure a WEEE compliant waste disposal it can be returned to Supplier. In this case, any transportation expenses for returning this product (at its end of life) have to be incurred by Customer, whereas Supplier will bear the costs for the waste disposal itself.

Supplier warrants that the delivered products meet the relevant requirements of the applicable safety and environmental laws and regulations, including, as far as applicable the laws and regulations concerning avoidance of waste and environmental compatibility, hazardous materials, prevention of accidents and health & safety at work as applicable in the country of Customer or in a country specifically agreed in the purchase order.

Supplier will observe for instance, but not limited to, the European Radio Equipment Directive 2014/53/EU, EU Directive 2014/30/EU on the harmonization of the laws of the Member States relating to electromagnetic compatibility, Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”), EU Directive 2012/19/EU on WEEE and the EU Directive 2011/65/EC
on RoHS and their respective implementations into national law, if and insofar as they are applicable for Supplier’s products and services.

Supplier guarantees that he is in possession of all the necessary Intellectual Property Rights in force in the countries where the items will be manufactured and/or services will be performed. Supplier will remain the sole owner of all Intellectual Property for Supplier’s current products as well as for any new developments for Customer. Customer upholds not to modify the equipment, neither claim any (intellectual) property or other rights in this regard. Customer shall not grant any sub-license regarding the equipment, software and/or hardware, except for with explicit consent of Supplier.

Supplier will comply with any applicable data protection regulation that may apply to the performance of a purchase order, on our website (http://www.intersoft-electronics.com/HTML/gdpr.html) one will find more information on how our company handles personal data.

All prices mentioned are in EUR (unless stated otherwise in the price quotation) and exclude all taxes and duties.
Payment net 30 days, on our account at ING BANK, Marnixlaan 24, 1000 Brussel, Belgium
(BIC) SWIFT Code: BBRUBEBB
IBAN: BE89 3631 1864 5285

Any expenses involved in effecting payments are the responsibility of Customer. If Customer is authorized by specific conditions to settle the price by several payment terms and if one of the due dates is not met, those agreed conditions shall be revoked and full payment of the outstanding sums shall automatically become due, without prior notice.

Any amount that remains unpaid on the due date will automatically and without previous notice cause late payment interest, in accordance to the Belgian Law of 2 August 2002 (“Wet Handelstransacties”).

In the event of non-payment within 8 days after the written notice of default from Supplier to Customer, Customer shall be obliged to the payment of a fixed compensation of 10% of the outstanding invoice amount(s) as well, with a minimum of 250 euros. Customer shall, if applicable, reimburse Supplier for all collection and other related costs (such as those resulting from its credit insurance for the customer) that exceed the above mentioned amount of 250 euros.

Non-payment on the due date of a single invoice implies all other invoices becoming due and payable immediately.

If Supplier’s confidence in Customer’s creditworthiness is questioned, e.g. because of acts of judicial enforcement against Customer and/or demonstrable other events that call into question the confidence in the proper performance of the commitments entered into by the Customer, Supplier reserves the right, even if the goods have already been dispatched in whole or in part, to suspend all or part of the order and to demand suitable guarantees from the Customer. If the Customer refuses to comply, Supplier reserves the right to cancel all or part of the order and/or recall the rental equipment. This is without prejudice to Supplier’s rights to full compensation, including interests and any judicial recovery and/or legal action.

Complaints regarding invoices should be submitted in writing to Supplier within 8 days of the date of receipt by Customer. In case no (timely) complaint was submitted, invoices shall be deemed accepted and fully payable.

Prices and delivery are Ex Works; unless stated otherwise.

In case DAP (cf. Incoterms 2020) is offered in the price quotation, the calculated DAP costs will only apply to the delivery of the purchased goods (shipments during warranty period or maintenance contract are not covered by these DAP costs) and will include insurance costs.

All sales and agreements to which these General Terms & Conditions apply, and all agreements arising therefrom, are governed exclusively by Belgian law including the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG). Any disputes shall be subject to the exclusive jurisdiction of the courts of Turnhout.

Each contract between the Parties is formed in accordance with the Supplier’s General Terms and Conditions for Delivery of Products and Services.

Annex 1 describes the general conditions that apply to the delivery of Radar Analysis Support System equipment, hereby called “RASS”. These RASS Conditions apply to the contract in addition to the Supplier’s General Terms and Conditions for Delivery of Products and Services.

A RASS configuration generally consists of a software license, hardware tools and possibly one or more workstations. The workstation is an off-the-shelf PC; Customer can purchase the PC either from a third party or through Supplier. In case the PC is purchased through Supplier, it will be installed and tested before delivery. The PC will be delivered with a 3-year warranty from the PC manufacturer, together with the PC a procedure will be delivered explaining how to transfer the PC warranty to Customer. Therefore the PC is excluded from the maintenance contract between Supplier and Customer. Supplier shall not bear responsibility of any kind regarding the PC.

Software line items represent a license that entitles right of use for a single entity of the software. Each delivery of software will include a USB dongle to limit the usage of the software to one workstation with installed license files for that specific dongle. Software delivered as part of an equipment line item, is licensed by the equipment itself. For more information please read the End-User License Agreement of our
RASS software.

Supplier renders Customer a documentation set which enables the user to correctly and completely use its measuring system. This documentation is written in English and will at least contain following items:

a. A user manual describing the operation and usage of the RASS software and hardware. This manual is available online and in the software application.

b. A set of IE-measuring certificates which guarantee the quality and correct operation of the most significant measuring modules at the moment that Supplier delivers the system to Customer. These measurements are carried out at Supplier’s laboratories within 3 months before delivery to Customer.

c. Both the ‘delivery form’ and the ‘packing list’ contain an enumerated list of the delivered modules (software, hardware and packing material).

In case the purchased goods need to be returned to Supplier for calibration or repair, Customer is responsible for the organisation of the shipment. Customer must request an RMA number for the return of the goods through the RMA form on the IE website. After receiving the RMA request, Supplier will contact Customer with shipment instructions and a shipping label (including RMA number). If these instructions are not followed or the goods are not shipped to Supplier according to the agreed schedule, the below mentioned Turn Around Time for calibration or repair cannot be guaranteed. All transportation and import costs and duties are paid for and arranged by Customer.

A sold and delivered RASS system will be delivered with a 1 year warranty starting from the date of delivery of the goods at Customers’ premises. During this warranty period Customer is entitled to free software updates, bug fixing and telephone/e-mail support. Within this period, any entity, unit, software package,
auxiliary unit, etc. that gives evidence of an erroneous operation, may be sent back to Supplier for replacement or repair, without any additional repair costs for Customer (see also Returning Goods to Supplier for further instructions). Supplier will put the corresponding repair information and repair certificate
at the disposal of Customer.

Any damage caused by misuse or mishandling voids warranty.

Delivered workstations include a 3 year warranty from the PC manufacturer.

If Customer fails to perform his obligations under these RASS Terms and Conditions and/or other related documents containing agreements between Parties in this regard, Supplier has the choice to 1) pursue the execution of the agreement and/or this document, or 2) terminate the agreement.

Supplier reserves the right to claim compensation for the actually suffered, proven damage due to Customer’s breach of contract.

In this case, Supplier will also be entitled to reimbursement of reasonable costs already incurred by Supplier. Any advances already paid by Customer will be used by Supplier to settle the reasonable costs already incurred, upon disclosure of underlying documents.

Supplier does not accept any liabilities resulting from consequential damages (such as, but without limitation, loss of profit or earnings, loss of production, loss of contract, loss of clients, loss of business opportunity). Beyond that, Supplier’s liabilities arising from Customer or third party claim during contract execution shall be
limited to the total (annual) contract value, notwithstanding any Party’s rights under applicable law.

Supplier advises a yearly calibration of RASS devices when applicable.

The following provision on repair/calibration do not apply to the repair/calibration of a product covered by warranty or a maintenance contract. These provisions do apply to the repair/calibration service provided by IES on payment of the agreed price.

Customer will always need to send the faulty unit or complete system to Supplier (see also Returning Goods to Supplier for further instructions). After each repair, Supplier will deliver a new calibration certificate of the hardware unit as well as a repair report with a brief description of the work performed and the replaced parts.

If the maintenance or repair work is required due to a defect in non-original parts or due to damage caused by misuse or external cause, Supplier reserves the right to return the product to Customer without repair or maintenance, and to charge Customer for any inspection costs.

If the repair entails labor costs and/or parts costs that are not specified by Customer in the RMA form or in Customer’s communication with Supplier prior to returning the Goods, Supplier may ask Customer for approval by means of a revised cost estimate. If Customer does not accept this revised estimate, IE reserves
the right to return the product to Customer in the damaged condition and charge Customer for any diagnostic costs or other costs resulting after the RMA form and/or repair request from Customer.

Supplier undertakes to have the repair carried out by a competent repairer within twenty (20) work days (excluding transport) after the hardware has been received at the Intersoft Electronics facilities. The repair period might differ according to stock availability of the required repair components, which shall be
timely communicated to Customer by Supplier. Supplier warrants that all parts required for the repair of the product, will be free from defects in material or workmanship.

Customer can enter into an optional maintenance contract with Supplier. The duration of a RASS maintenance contract is 1 or 3 year(s) and can be extended for any number of identical periods after mutual agreement. At that moment, the cost for the new maintenance period shall be recalculated. The maintenance contract starts after expiration of the warranty on the system. The maintenance contract is only valid after the full payment of the annual contract invoice, submitted at the start of each maintenance period of 1 year.

RASS solutions can be categorized in 2 sections:

• RASS Measurement Solutions: Combination of RASS hardware and software package
• RASS Software Solutions: Analysis and Display: solely software solutions

The maintenance contract for RASS Measurement Solutions includes repair or replacement of the hardware (computers and accessories excluded) after failure or abnormal function and gives Customer the assurance of free software updates, bug fixing and telephone and e-mail support. Customer will, during the course of
the maintenance contract, have access to the ftp server to download the latest release of the RASS Software for which Customer has a valid license.

Each year Customer can request Supplier to perform preventive maintenance on his RASS system hardware, calibration included (except for specifically identified products that do not require a yearly calibration). The annual maintenance will include a calibration and the delivery of a calibration certificate. One month before the earliest calibration due date of the complete system Supplier will inform Customer so that an arrangement can be made for returning the equipment to Supplier (see also Returning Goods to Supplier for further instructions).

The material has to be delivered to Supplier in Geel, Belgium (see also Returning Goods to Supplier for further instructions). All maintenance actions will be done within a period of fifteen (15) work days (excluding transport) after receipt of the hardware at the Intersoft Electronics facilities. This turn-around time might differ according to stock availability of the required repair components. After each repair, Supplier will deliver a new calibration certificate of the hardware unit as well as a repair report with a brief description of the work performed and the replaced parts.

During the maintenance contract, Supplier will keep most of the components of the system in stock for the repair or replacement of one or more hardware units. Supplier is not responsible for any abnormal delay in the delivery of components necessary for the maintenance of the system. In case original components are not readily available anymore, Supplier has the right to replace these by similar components with identical or better performance.

The maintenance contract does not cover the repair of defects due to causes external to the system. Without being restrictive, we summarize fire, water damage, abusive use like drop, other mechanical shock etc. In this case, all costs of repair will be charged to Customer. The maintenance contract is only valid for RASS
hardware which is originally delivered and invoiced by Supplier.

The maintenance contract for RASS Software Solutions gives Customer the assurance of free software updates, bug fixing and telephone and e-mail support. Customer will, during the course of the maintenance contract, have access to the ftp server to download the latest release of the RASS Software for which Customer has a valid license.

Each contract between the Parties is formed in accordance with the Supplier’s General Terms and Conditions for Delivery of Products and Services.

Annex 2 describes the general conditions that apply to the delivery of services (such as training, rental, acceptance tests, measurement campaigns,…). These Services Conditions apply to the contract in addition to the Supplier’s General Terms and Conditions for Delivery of Products and Services.

In case a training or on-site service is offered by Supplier to Customer, the training/service dates will be set after mutual agreement between Supplier and Customer. With the acceptance of the order by Supplier the binding delivery date(s) of the ordered service is/are stipulated.

The dates need to be fixed at least 2 months in advance of the training/service. Otherwise extra costs (due to higher travel costs) will be charged to Customer. If a training/service date is set and needs to be rescheduled at the request of Customer (any delivery date change requires written agreement between the Parties), Supplier reserves the right to adapt other contract elements (e.g. pricing, technical conditions). Any penalties or consequential damage claims for late deliveries are excluded, without limiting the affected Party’s rights in front of the applicable law. An ordered training/service needs to be scheduled within one year after the purchase order date. After this period, the offered prices are subject to revision and adjustment by Supplier according to current prices.

For an ordered training the above terms and conditions for (on-site) services apply.

A maximum of 8 trainees may attend a training, if more trainees want to attend the training an extra trainer shall be charged to Customer per every 8 exceeding trainees or every 9th trainee. Supplier will register attendances during training. If Customer requires further feedback or registration of trainees, this will be
done on Customer’s responsibility.

The training will be conducted in English. Training material will be provided in English. A soft copy can be sent on request of Customer at least one week before the actual training date, which Customer is allowed to print and distribute to the trainees. It is not allowed to record the training nor distribute the content of the training for commercial use.

At the request of Customer, training certificates can be handed out to participants who attended the complete training course and after successful completion of a training examination.

Each contract between the Parties is formed in accordance with the Supplier’s General Terms and Conditions for Delivery of Products and Services.

Annex 3 describes the general conditions that apply to the rental of equipment. These Rental Terms and Conditions apply to the contract in addition to the Supplier’s General Terms and Conditions for Delivery of Products and Services.

The rental period is calculated counting from the day the equipment leaves the premises of the Supplier in Belgium until the day it is returned to Supplier’s premises.

• The rental equipment will be in good working order and condition upon delivery. Customer should check the general and working conditions of the rental equipment upon delivery. Any remark or complaint in this regard has to be made before close of business on the working day following the day of delivery. In absence of any (timely) remark or complaint, the rental equipment shall be deemed delivered in optimal working and general conditions.
• The rental equipment is and will remain property of Supplier. Customer is not allowed to remove any label and/or other indication regarding the ownership of Supplier.
• During the rental period, Customer will only use the equipment for the purposes for which it was designed and not for any other purpose. Customer will use the equipment in good and careful manner, following the instructions of the equipment manual, which is delivered with it.
• In case the equipment needs repair after return to the Supplier and the damage was caused due to Customer’s negligence (e. g. misuse of the equipment or incorrect packaging), Supplier reserves the right to claim compensation for the necessary repair costs of the equipment. Supplier will repair the equipment within a reasonable time after taking possession of the equipment and invoice Customer the costs for said repair. The invoice is payable within 30 calendar days.
• In case the equipment is returned incomplete (or accessories of the equipment configuration are missing upon return to Supplier), Supplier reserves the right to claim compensation for those missing items. Supplier will invoice Customer the costs for replacing the missing items, the invoice is payable within 30 calendar days.
• In case Customer is interested in purchasing a similar system: Supplier offers a discount of 50% of the total rental price on the purchase price, on the condition that the order is placed within 6 months after the termination of the rental contract.

Rental will be invoiced on a quarterly basis in advance.

In case of late payment the Payment conditions of the General Terms and Conditions will apply. If Customer
fails to pay the rental invoice(s), Supplier shall be entitled to recall the rental equipment and the rental
contract will be terminated. Customer shall remain, in any case, obliged to fulfill any outstanding rental
amount at the time of equipment being recalled.

Customer will indemnify and hold harmless Supplier against any and all claims, actions, suits, proceedings,
costs, expenses, damages and liabilities, including attorney fees and costs, arising out or related to the
Customer’s use of the rental equipment.

These General Terms and Conditions constitute an integral and substantive part of every purchase order for any type of material goods issued by Intersoft Electronics NV to a supplier, and they are valid, effective and in force unless indicated otherwise in the order. In the event of a conflict between the general terms and the terms contained in the Order, the latter take precedence. Acceptance of the Order constitutes express acceptance of Terms and Conditions specified here and exclusion of the Supplier’s own terms and conditions.

The order comes into effect, i.e. a contract is concluded when the Buyer receives the Supplier’s confirmation and acceptance of it without modifications or reservations, with such written confirmation and acceptance to be given within (7) days of receipt of the Order. In absence of acknowledgement by such a deadline, and if the Order is not rejected in writing within that term, it is considered to have been tacitly accepted by the Supplier and the contract comes also into effect. Unless expressly approved in writing by the Buyer any differences or modifications set forth in the order confirmation as compared with the wording of the order will not be considered valid. The Buyer reserves the right to modify its order with reasonable notice prior to commencement of the supply.

The prices set forth in the Order are fixed and not subject to change and are determined to be denominated in the currency indicated therein. Such prices may not be changed or adjusted because of the exchange rates. For any increase to be valid and binding on the Buyer, it must be agreed upon by the parties in writing in the form of specific modification of the order. Unless different terms and conditions are agreed between both parties, supply is to be made “Delivery Duty Paid” (DDP Incoterms) to the place of delivery of the goods, including packaging costs and any other costs associated with the Order. The supplier is obliged to send invoices to the address indicated on the invoice. Invoices must contain the Order number and reference, the amount and description of goods, details concerning the shipping document and the price and banking information that enables the payments, and they must comply with the rules and laws in force. Payment is subject to the Buyer having accepted the supply without reservation in accordance with the terms and conditions set forth in the Order. Absent prior written agreement between the parties, the amounts due to Supplier in exchange for the supply may not be assigned to the third parties.

Unless the Buyer requests special packaging on the order, they supply the Goods in suitable packaging, considering the nature of the Goods and taking all necessary measures to protect the Goods against weather, corrosion, loading and unloading accidents, transport or storage conditions, vibrations, shocks, etc. In any event, the Goods must be packaged and labelled in a way that is consistent with the good commercial practice and sufficient to ensure that they are delivered intact to be specified destination. The supplier must mark all parcels and containers with instructions for handling or shipping and clearly identify the items that require special care, indicating the precautions to be taken. The Supplier must mark every parcel and container with instructions for handling or shipping and clearly identify the items that require special care, indicating precautions to be taken. The Supplier must label every parcel and container with shipping information, Order number, shipping date, name and address of the sender and the recipient. The Supplier is solely responsible for any damage to the Goods and for extra expenses attributable to insufficient packaging and labelling. Each shipment and delivery must be accompanied by the required technical documentation and testing certificates, as well as by a shipping document that complies with current regulations and contains the information necessary to clearly identify the Order, the number and type of Goods contained in it and the recipient. At the Supplier’s expense and in accordance with the procedure set forth the Section 6, bellow, the Supplier shall have the right to reject parcels and packaging sent with missing, incomplete or clearly damaged data.

The supply must be carried out in accordance with the highest standards and strict conformity with these Terms and Conditions, the terms of the Order and its attachments, technical requirements of the Supplier and the laws and regulations in effect. The Buyer always reserves the right to verify the technical, qualitative and quantitative characteristics of the supply, including at the Supplier’s place of business. Such verifications may also be performed in the presence of the Buyer to terminate the contract, without prejudice to the compensation of any damage, expense, cost or burden. Where the Order specifies a fixed data of delivery, the supply cannot be made in advance, unless expressly agreed upon between parties.

Certain products in Intersoft Electronics’ portfolio are governed by Belgian and/or European Union export
control regulations. Any international shipment of such goods will require an export license. In the event that such a license application is denied by the authorities due to reasons beyond the control of Intersoft
Electronics, the company shall not be held liable, and the existing contract or part of the contract may be
terminated without any obligations or liabilities on the part of Intersoft Electronics.

Unless agreed otherwise between the parties in writing, transfer of title takes place at the moment the Goods arrive at the buyer’s facility or other agreed destination. Any clause of the Supplier providing for retention of title will be deemed void. Transfer of risk takes place in conformity with the Incoterms rules in effect and applicable to supply. The Buyer may perform a qualitative and quantitative control following receipt of supply and it has the right to refuse the Goods that do not conform to the relevant Order and/or technical specifications and applicable requirements. The Supplier must be given in written notice of non-acceptance if the Goods. The Supplier undertakes to deliver to the Buyer, concurrent with the delivery of the Goods, the Declaration of Conformity concerning the Order and the Technical and Quality Requirements in conformity with the standards CEI UNI EN ISO IEC 17050-1 and -2 unless the Buyer specifically requests otherwise in writing as well as the Certificate of Origin of the Goods. The Buyer may object to flaws and defects in the supply within 30(thirty) days of respectively delivery if same are obvious or discovery in the event that same are latent. A supply that is found to be non-conforming in terms of either quality or quantity and it is not accepted by the Buyer, must be taken back by the Supplier at its sole responsibility and expense within 7(seven) days of receipt of non-acceptance and be immediately replaced with conforming Goods. Upon expiry of the deadline, the Goods will be returned by the Buyer to the Supplier at the latter’s expense. Acceptance of the Goods in no way limits the warranty set forth in Section 7, below.

Unless agreed otherwise in writing between the Parties, the Supplier expressly warrants that for a period of 24 (twenty-four) months following delivery, the supply will be free of flaws and defects and conform to the technical specifications and requirements specified in the Order and that the Goods supplied to the Buyer will function properly and be capable of immediate use. During the warranty period, the Buyer must give the Supplier written notice of any defect of malfunctioning in the Goods and the Supplier must promptly replace or repair the Goods at its sole expense. The Supplier must provide a warranty of additional 24 (twenty-four) months for any replacement, repair or correction undertaken during warranty period. In the event that the Supplier does not replace or repair the Goods or correct a defect of malfunctioning, the Buyer has the right to in its sole discretion a. to perform or have a third party perform the replacement, repair or correction and charge to Supplier for related costs and damages incurred; b. to return the Goods and demand the Supplier to have a full refund of the price paid, without prejudice to a claim of additional damages suffered. The Supplier agrees that the warranties provided here are in addition to any warranties required by law or expressly provided by the Supplier and to any other warranties, whether express or implied, that are applicable to the relevant purchase. Such warranties survive any inspection, test, acceptance or payment by the Buyer. There is no waiver in the event of acceptance of non-conformity Goods. In the event that the buyer its customers or the competent authorities should decide to recall from the market a supply or a product, which includes the Goods, on account of any flaw or malfunctioning attributable to a defect in the Goods, the Supplier must compensate any damage suffered by the Buyer, including any damage to its reputation as well as any expenses and/or costs incurred. The Supplier warrants to the Buyer that it will cover all damages and costs that may result from failure to execute the Order and from consequent inability of the Buyer to meet its obligations to its customers. The Supplier undertakes to obtain product liability insurance from a leading company and to present documentation of the same buyer upon request.

The Supplier warrants that the supplied Goods will in no way infringe any patent, license, industrial model or design, copyright or other third party intellectual or industrial property right. The Supplier warrants that it has the full right to use and resell such Goods. The Supplier agrees to indemnify the Buyer against any claim or action and/or compensate the Buyer in defending such claim or action and to compensate the buyer for any damage, loss or detriment suffered as a direct or indirect consequence of such claim or action.

All data, technical and commercial information, designs, materials, components, samples, processes of one party of which the other party in any way gains knowledge or comes into possession in connection with performance of the contractual relationship associated with the Order are to be kept strictly confidential. Accordingly, each party and its employees, assistants and collaborators must keep such information in confidence, refrain from disclosing it to the third parties, refrain from using it for purposes other than the subject of the contract in effect between the parties and where requested, promptly returning it to the disclosing party without keeping any copies.

The Buyer has the right to cancel the Order: a. prior to receiving confirmation of the Order by the Supplier; b. upon the occurrence of one of the following events: i. the Supplier fails to deliver the Goods to the Buyer by the Dates specified in the Order; ii. The Supplier fails to honor its warranty obligations; iii. The Supplier is in breach of one of its obligations under these Terms and Conditions and fails to cure breach within 30(thirty) days of receipt of written notice thereof from the Buyer; or (iv) insolvency, bankruptcy of Buyer or any Business Partner. Moreover, the Buyer has the right to cancel the Order at any time, either in full or in part, without prejudice to compensation of the duly documented costs incurred by the Supplier in executing the Order. Upon receipt of the request to cancel the Order, the Supplier must immediately suspend all activities relating to such Order and take all steps to minimize the costs and losses resulting from cancelation. The Buyer shall also be entitled to cancel this Order without assigning any reasons or becoming liable in such cancellation, prior notifying the Buyer of 14 (fourteen) days before shipment.

Antwerp (Belgium) is the exclusive place of jurisdiction for all disputes arising under or related to the contracts for purchase of the Goods, as well as for the interpretation, performance and validity of such contracts and these Terms and Conditions. Belgian law is applicable.

Subject to reasonable advance notice, the Buyer reserves the right to enter the Supplier’s site for the purpose of verifying fulfilment of the contractual obligations and the conformity of Supply. During such inspection visits, the Buyer may be accompanied by the end customer and by any consultants. During the inspection visit, the Supplier must support the Buyer and ensure access to all relevant documents, records and information. If the Supplier refuses to grant access to its site or to relevant information, the Buyer, may terminate the contract immediately, without prejudice to compensation or additional damage suffered.

The Supplier undertakes to supply the Goods described in the purchase Order in conformity with the characteristics specified in the purchase Order and its attachments and with technical specifications. The Supplier must comply with the technical requirements concerning the product, samples, tests and inspections, verifications (including verification of production process) as specified in the purchase Order and its attachments and in the Supplier’s technical documents. Changes to the documents applicable to the supply, either by the Buyer or by the Supplier, must be suitably documented. The Supplier must comply with the legal and regulatory provisions in force in the country in which the Goods are produced that are applicable to manufacture, packaging and delivery. Except where indicated otherwise in the purchase Order, the Goods must be produced in conformity with the most recent standards for the relevant technical specifications and industrial processes.

In the event of any changes to the technical specifications for the Goods, to processes or to production sites, including any changes in the supply chain, the Supplier must immediately notify the Buyer at the latest, prior to deliver the Goods and obtain its approval to implement such changes. If the Buyer does not accept the changes, it may, at its sole discretion, cancel the purchase Order without incurring additional costs, expenses or obligations of any nature.

The Supplier warrants that it is in possession of quality management system suitable for its business and the sector in which it operates. Such a system must be regularly certified by recognized competent bodies. The Supplier agrees to periodically submit to an audit to verify that the relevant procedures, times and methodologies do not conflict with laws in force and where the outcome of the checks is positive, to be included in the Buyers’ vendor list. Acceptance of the Order constitutes an obligation on the part of the Supplier to ensure that paper and/or electronic records are maintained for all documentation for a period of at least 10(ten) years, unless expressly specified and/or requested otherwise by the buyer.

By expressly or tacitly accepting the Order, the Supplier acknowledges the rules set forth in the Code of Ethics adopted by the Buyer which form an integral and substantive part of the Order, accepts them in full, and undertakes not to engage in conduct that is contrary to them. Failure on the part of the Supplier to meet such obligation constitutes a material breach of the contract justifying its anticipatory termination.

If one or more previous of these Terms and Conditions should be null, ineffective or invalid they are to be considered void, and all other previous remain in full force and effect. The Supplier undertakes to comply with all laws and regulations and government decrees concerning its business in connection with fulfillment of the Order and to hold harmless the Buyer of all liability resulting from violation of such laws. Failure by the Supplier at any time during execution of the supply to comply with applicable laws concerning occupational health and safety, as well as with requirements concerning safety of the Goods, constitutes grounds for anticipatory termination and entitles the Buyer to suspend the contract with immediate effect. Absent the Buyer’s prior written consent, the Order may not be assigned to subcontractors, nor may it be supplied to entrusted to same.

Expressly accepted by the Supplier