General Terms and Conditions of Sale and Delivery

1. SCOPE OF APPLICATION

1.1 By requesting a quotation from NV UNITRON (hereinafter called UNITRON) the customer (hereinafter called Customer) declares recognition of and agrees to the application of our General Conditions of Sale and Delivery (hereinafter called Conditions) to all offers, legal relationships and Agreements under which UNITRON provides goods and/or services of whatever nature to the Customer (hereinafter called Products). Terms and conditions of the Customer which deviate from, contradict or supplement these Conditions shall be considered a part of the parties’ Agreement only if and insofar as UNITRON has explicitly agreed to their applicability on a case-by-case basis. This consent requirement shall apply in all cases, even if UNITRON supplies Customer in awareness of Customer’s general terms without explicitly rejecting such deviating terms.

1.2 If one or part of a provision of these Conditions should be rendered null and void, the rest of the provisions and/or the remainder of that provision shall remain valid. If one or part of the provisions is rendered null and void, UNITRON and the Customer, as far as is possible and according to their own loyalty and convictions, shall negotiate to replace the invalid provision with an equivalent provision in the general spirit of these Conditions.

1.3 UNITRON reserves the right to amend and/or adjust its General and/or Special Conditions at any time whatsoever.

1.4 Customer is understood to mean anyone who calls on UNITRON’s services in the name and/or for the account of a third party.

2. QUOTATION, ORDER AND ORDER CONFIRMATION

2.1 A quotation from UNITRON shall be solely deemed an invitation for the Customer to place an order and is in any case without obligation. UNITRON can withdraw any quotation at any time whatsoever. An agreement only comes about when a person who is authorised to bind UNITRON in law confirms the Customer’s order in writing, or when UNITRON starts to implement the order.

2.2 UNITRON is free to select the parties with which it wishes to enter into an agreement.

3. SPECIFICATIONS - INTELLECTUAL PROPERTY

3.1 Information about the Products distributed by UNITRON – especially information contained in brochures, type lists, catalogs, data sheets, advertising material, specifications and descriptions, definitions of the requirements to be met by the Products and other technical supply conditions, certificates (e.g., certificate of compliance) and other documents – constitutes no guarantee of UNITRON as to the quality and state or durability of the Products.

3.2 Statistical information and data provided by UNITRON concerning the reliability of the Products supplied, exclusively serve orientational purposes and does not relate to individual deliveries or lots. Information provided by Unitron shall not constitute an obligation of result.

3.3 All intellectual and industrial property rights to software, databases, equipment or other Products developed or provided to the Customer, such as analyses, designs, documentation, reports, offers, as well as preparatory Products in that regard, shall remain the property of UNITRON and shall be returned by the Customer on demand. All know‐how, samples, models, designs and drawings relating to the Products or their development shall remain UNITRON's property, shall be treated as confidential and shall not be copied, reproduced, reverse engineered or disclosed to any third party without UNITRON's prior written consent. In the case of failure to observe these conditions, the Customer shall legally and without prior notice of default be liable to pay damages of 2.500,- EURO per infringement to UNITRON, without prejudice to the rights of UNITRON to claim higher damages.

3.4 Unless otherwise expressly stated, no right or licence is granted to the Customer under any patent, copyright, registered design or other intellectual property right except the right to use or resell the Products.

3.5 UNITRON takes no responsibility for damages or losses incurred by the Customer due to the Products or UNITRON’s trademarks infringing any third party's industrial property rights. The Customer shall however notify UNITRON of any allegation of any infringement of any intellectual property rights. UNITRON may at its own expense and discretion conduct any negotiations or proceedings arising from any such allegation; and the Customer shall assist therein.

3.6 The Customer shall not without UNITRON's prior written consent allow any trademarks of UNITRON or other words or marks applied to the
Products to be obliterated, obscured or omitted or add any additional marks or words.

4. PRICE

4.1 All prices exclude VAT and are expressed in Euros. A separate individual price is calculated for every purchase. This price is only valid for a specific defined purchase and therefore does not apply to other, even similar purchases.

4.2 All deliveries of goods and/or services that are not expressly provided for in the quotation and/or sale agreement, are deemed to be additional work requested by the Customer and are therefore charged as such to the Customer.

4.3 The following costs are not included and are for the Customer’s expense, unless expressly agreed otherwise: prices of packaging, containers, transportation and travel costs, including transport insurance, storage costs, including additional costs linked to any extended storage, costs of carriage, import duties, taxes, levies, bank charges, etc.

4.4 Transport and travel costs are calculated from UNITRON’s registered office and are invoiced per movement and on the basis of fixed prices.

4.5 Currency fluctuations, increases in prices of materials, auxiliary materials and raw materials, wages, salaries, social security charges, costs imposed by the government, levies and taxes, transportation costs, import and export duties, or insurance premiums, arising between the order confirmation and delivery of sold Products entitle UNITRON to increase the agreed price accordingly.

4.6 UNITRON has the right to request a bank guarantee from the Customer for orders and/or assignments for a value exceeding EUR or USD 50,000, VAT excluded, before implementing the agreement.

5. DELIVERY AND COLLECTION

5.1 If not otherwise provided for any agreed trade term shall be construed in accordance with INCOTERMS in force at the time of the UNITRON's acceptance of the order. If no trade term is specifically agreed the Products will be delivered Ex Works UNITRON’s registered office.

5.2 The delivery times are always indicative and are not an essential part of the agreement.
If the stated time limit is exceeded, UNITRON and the Customer will agree on a reasonable additional time limit.
Any delay, whether in the original or additional time limit, will not give rise to the cancellation of the order or to any compensation whatsoever.
Changes to an order, quotation and/or sale agreement automatically result in lapse of the proposed expected delivery times.

5.3 UNITRON has the right to deliver/transport sold Products in various consignments. Partial implementation or delivery does not result in cancellation of the agreement.

5.4 UNITRON is not liable for delays incurred as a result of failures on the part of suppliers to UNITRON, the Customer and/or any other third party.

5.5 If the Parties agree that the Customer is going to collect the Products, the Customer will collect the Products himself at his own expense from the place and at the time indicated by UNITRON
If the Customer fails to collect Products within 5 business days, he will be liable for storage expenses of 1% of the entire invoice amount per week. If the scheduled collection date is exceeded by two weeks, UNITRON has the right to declare the agreement cancelled from the date when the cancellation notice is sent, without notice of default and without judicial intervention. The Customer is in that case liable for fixed compensation equal to 35% of the total invoice amount, notwithstanding UNITRON's right to prove further damages.

6. RISK

All risk related to the Products passes to the Customer at the time that the agreement is concluded.

7. GUARANTEE, COMPLAINTS AND LIABILITY

7.1 The Customer shall carry out an initial check immediately on collection and/ or delivery of the Products. This immediate compulsory check concerns among other things (this list is purely an example) the quantity and weight, compliance of the delivery, visible defects, correct location(s), etc.
The Customer will note immediately apparent deviations on the delivery note, failing which he will be deemed to have accepted the Products as agreed.

7.2 The Customer shall carry out a thorough inspection of the Products within 24 hours of delivery and/or collection.
Making use of, processing and/or selling on the Products is deemed to constitute approval and acceptance and final handover of Products as delivered and/or collected.

7.3 UNITRON warrants that its Products will be free from defects in workmanship and materials for 2 (two) years. Unless otherwise expressly stated in any written guarantee terms submitted to the Customer by UNITRON and which are in effect at the time of delivery of the Products in question, UNITRON’s obligations under the above warranty will expire no later than twentyfour (24) months after invoicing date of the Products to the Customer. In respect of goods not of UNITRON’s manufacture, the Customer is entitled only to such warranty as UNITRON may receive under any guarantee given by its suppliers/the Manufacturer in respect thereof.
In no event shall UNITRON’s obligations under the warranty apply to any Product, which has been subject to installation error, unauthorized use, negligence, accident, alteration, misuse or normal wear and tear and/or damage caused by the Customer and/or third parties, and/or failure of the Customer to comply with statutory and/or other obligations.

7.4 The Customer forfeits the right to rely on defects in Products, unless he notifies UNITRON by registered letter thereof within 48 hours of discovering or after he should have discovered the non-compliance or defect, stating the invoice number and/or the number on the delivery note, with precise identification of the Products and a detailed statement of the defect.

7.5 As to any defects, Customer must provide UNITRON an opportunity to investigate by making defected goods and their packaging available to UNITRON for inspection. If Customer fails to do so, he forfeits the right to rely on defects in the Products. In no case are Products to be returned without first obtaining permission from UNITRON. Customer will be responsible for shipping costs and for any loss or damage incurred during shipment.
If Customer requests “on-site” repairs or replacements at Customer’s facilities or any other third party’s facility, Customer must submit a purchase order, subject to UNITRON’s acceptance, and Customer will be responsible for UNITRON’s service charge, plus transportation costs and traveling expenses.

7.6 Provided that Customer has timely followed the procedures and requirements set forth in this article, UNITRON, at its sole discretion, may either replace the defective Product free of charge, repair the Product or refund the price of the defective Product to the Customer. If UNITRON is unable to repair or replace a defective Product, UNITRON will provide a similar substitute product. The remedies in this paragraph shall be Customer’s sole and exclusive remedies for defects in the Product, regardless of the nature of the alleged defect.

7.7 Replaced or repaired defective Products will be covered by the warranty for the remaining period of the warranty for the original product.

7.8 UNITRON will under no circumstances be obliged to compensate loss of production, loss of profit or any other consequential damage or indirect loss, nor damage that exceeds the invoice amount or the Commercial Liability insurance policy taken out by UNITRON, all of which are expressly disclaimed hereby to the fullest extent permitted by law.
UNITRON will under no circumstances be held liable for mistakes attributable to incorrect or incomplete information or data notified by the Customer.
Save as in this article hereinbefore expressed UNITRON shall be under no liability in Agreement, delict or otherwise for any personal injury, loss or damage of whatsoever kind or howsoever caused or for anything done or omitted in connection with the Products or any work in connection therewith whether due to UNITRON’s fault or not. The Customer assumes the risk that the product sold is suitable for the Customer’s specific purposes. No representation in this regard has been made by UNITRON. Unless this document expressly states contrary, UNITRON is not even aware of the specific purpose to which the Customer wishes to put the Product.

7.9 Complaints do not in any case release the Customer from his payment obligations within the stated time limit under these Conditions, the quotation, the sale agreement and/or the invoice. The Customer is required to compensate costs incurred in connection with unjustified complaints.

8. Force majeure and Hardship/IMPREVISIE

8.1 UNITRON is not liable for any shortcoming in the performance of any obligation caused by force majeure or hardship/imprevisie.

8.2 In case of force majeure or hardship/imprevisie UNITRON may at its discretion (1) temporarily suspend performance of its obligations; (2) cancel the agreement by registered letter; and/or (3) invite the Customer to renegotiate the agreement. If the Customer does not participate in good faith in the renegotiation, UNITRON may, in accordance with Article 15 of these General Terms and Conditions of Sale and Delivery, request one or more arbitrators to decide new Agreementual conditions and/or order the Customer to pay compensation.

8.3 By force majeure and hardship/imprevisie are understood, among other things (this list is purely given as an example): unavailability/scarcity of sold Products, scarcity of raw materials, ice formation, exceptional weather conditions, strikes, mobilisation, wars, disease or accidents, communication and information technology breakdowns, government measures, export bans, delays in deliveries, transport and/or travel obstacles, including lack or withdrawal of transport facilities, export obstacles, import obstacles, breakdowns, traffic jams, etc.Force majeure and hardship/imprevisie shall also include a situation of force majeure for UNITRON's suppliers, improper performance of obligations by suppliers prescribed by the Customer for UNITRON, as well as defects in objects, Products or software of third parties which the Customer has required UNITRON to use.

9. Billing and payment

9.1 The Customer shall notify any complaints concerning invoices in writing within three business days after receipt of the invoice. Invoices can only be validly challenged by sending a letter by registered mail indicating the invoice date, the invoice number as well as a detailed justification.

9.2 All invoices are payable forthwith in Euro by transfer to the bank account number stated on the invoice. To the extent not otherwise agreed upon in writing, no discount will be granted for cash payments. The Customer is not allowed to make payments to intermediaries. Only receipts signed by persons authorised to bind UNITRON in law are valid.

9.3 UNITRON reserves the right to request an advance payment of at least 35 % the total invoice amount.

9.4 Any amount that remains unpaid after due date shall be, legally and without prior notice of default, increased by yearly interest of 10%, capitalized annually.
In addition, any unpaid invoice shall be increased by a lump sum of 15% of the amount invoiced and remaining unpaid, with a minimum of 250 EUR, without prejudice to UNITRON's right to prove further damages and (judicial) recovery expenses.

9.5 In so far as the Customer remains in default in respect to one or more outstanding payments to UNITRON, the latter shall be entitled to discontinue all supplies of products and services or cancel undelivered orders until all outstanding accounts have been cleared.

9.6 The default of payment of an invoice on its due date, including any interests and penalties due, entails the immediate exigibility of all invoices, including invoices that are not yet due, and annul all previously agreed payment modalities. The same rule applies in the case of threatening bankruptcy, judicial or conventional dissolution, judicial composition, persistent default of payment, or any other fact proving the insolvability of the Customer.

9.7 The payment by the Customer – in whole or in part – of an invoice without any reservations implies approval of the invoice. Payments are always accepted, under reservation of all rights, and are written off first on the judicial costs, then on the interests due, then on the penalty clause and finally on the principal outstanding amount.

10. CANCELLATION

Subject to the express written agreement of UNITRON, the Customer is not allowed to cancel the agreement.

In the event that an order is cancelled by or on behalf of the Customer, even with the express written agreement of UNITRON, the Customer will be obliged to pay fixed compensation in the amount of 30% of the total purchase price, without prejudice to UNITRON’s express right to claim higher compensation on submission of proof.

11. RETENTION OF TITLE

11.1 Products delivered shall to the extent permitted by applicable law remain the property of UNITRON until receipt by UNITRON of payment in full (including all moneys owed plus any default interest thereon); this reservation of title applies equally in the case of installation of the Products in other products. If the title of UNITRON extinguishes upon installation the Customer's arising co‐owners' interest will pass over to UNITRON.
During this period, the Customer shall not sell or pledge the Products sold to a third party, or to dispose of the goods in another way.
If the Customer fails to meet the above title retention and prohibition of alienation, the above right automatically passes on the resulting sales price, and the Customer shall pay to UNITRON a compensation equal to 50% of the sales price.

11.2 The Customer shall give UNITRON all necessary assistance in taking any measures required to protect UNITRON’s title to the Products. If third parties seize Products or wish to establish or enforce rights to Products, the Customer is obliged to notify UNITRON immediately.

11.3 The Customer also undertakes to insure unpaid Products against fire, explosion, water damage and theft. The Customer grants UNITRON consent to examine on first request the policies and proofs of payment for the above-mentioned insurance policies. Any pay-out from such insurance policies is for the benefit of UNITRON.

11.4 If the Customer does not comply with his obligations, or if UNITRON suspects that the Customer will not comply with his obligations, the Customer shall return the Products within 24 hours on demand to UNITRON for his own account and risk. The exercise of this right will result in immediate and automatic cancellation of the agreement.

12. FORFEITURE OF RIGHTS

12.1 If UNITRON fails, even repeatedly, to enforce any right, this can only be deemed toleration of a certain situation and will not result in forfeiture of rights.

12.2 Any, even temporary, failure by the Customer to enforce any right, will result in forfeiture of rights.

13. NETTING

13.1 In accordance with the Belgian Act on Financial Guarantees of 15 December 2004, UNITRON and the Customer will automatically set off all currently existing and future debts towards each other by operation of law. This means that in the long-term relationship between UNITRON and the Customer the largest amount receivable will always remain on balance after the above-mentioned automatic set-off.

13.2 This set-off will in all events be enforceable against any trustee in bankruptcy and other joint creditors, who will therefore not be able to object to the set-off performed by the Customer and UNITRON

14. SUSPENSION AND CANCELLATION

In case of any change to the situation of the Customer, such as decease, conversion, merger, takeover, transfer, liquidation, suspension of payments, collective composition or out of court settlement, application for postponement of payment, closing down activities, seizure or any other circumstance that could harm confidence in the Customer’s creditworthiness, UNITRON reserves the right simply for that reason: either to suspend execution of one or more agreements with the Customer until the Customer has offered sufficient payment guarantees; or to declare one or more agreements with the Customer cancelled from the date of sending the cancellation, without prior notice of default and without recourse to a court of law, without prejudice to the right of UNITRON to claim additional compensation.

15. DISPUTES / APPLICABLE LAW

15.1 The Agreement and all sales Agreements, concluded between the parties regarding the Products, resulting here from shall be governed by and construed in accordance with Belgian law including the articles 4-39 and 41-88 of the Vienna convention on the International Sale of Goods (thereby excluding all other articles of the Vienna convention.

15.2 All disputes, claims, controversies and differences arising out of or relating to the Agreement and all sales Agreements, concluded between the parties regarding the Products, resulting here from, or the termination, breach or invalidity thereof, shall be referred to and  settled by the exclusive jurisdiction of the Belgian Courts.

15.3 In case of dispute, the English version of these General Terms and Conditions of Sale and Delivery shall prevail over all other versions.

UNITRON NV,
B-8970 POPERINGE, FRANKRIJKLAAN 27, UST-IDNR.: BE 0437 664 097