General terms and conditions of sale

These standard terms and conditions of sale, together with our special conditions, as stated in the agreement signed by both parties, govern contractual relations between the Buyer and Libinvest s.a.and / or between the Buyer and Ophetom s.a. (both hereinafter referred to as the «Seller»). If any dispute should arise under this agreement, our special conditions shall prevail. Deviation from these general terms and conditions is only possible by express prior written permission of the Seller. Both parties agree that the general terms and conditions of sale of the Buyer will not be applicable to the Seller.

1. Object of the contract - The Seller sells to the Buyer, to the conditions stipulated in its catalog, the equipment and/or the referenced consumables following details, such as presented in the aforementioned catalog ( paper and/or electronic format)

2. Order and order acceptation - Any order placed in any form whatsoever to the seller takes of right, due to the signature by the Buyer of an order form, the acceptance of the present general terms of sale. The Buyer expressly declares to have made of the equipment and/or consumables the object of the sale contract and recognizes therefore not making use of recourse to be satisfied, against the Seller, for any reason whatsoever on the sale.

3. Prices and deposit - Our price lists are fixed in euros, net and VAT excluded. These prices may eventually be increased with shipping and packing costs, unless it was differently agreed between the Seller and the Buyer. The definitive prices are the current ones on the day of signature of the order form and applied to the catalog of current validity. Unless special terms are agreed between the parties, the Buyer undertakes to pay to the Seller a deposit of 5% on the date of signature of the order form. The balance will be paid by the Buyer to the Seller in the eight days at the latest following the delivery of the equipment and/or the consumables.

4. Delivery - Our delivery periods are not binding and are stated by way of indication only. Any delay in delivery shall in no event give rise to any award of damages or compensation whatsoever. All deliveries are deemed effected at the time the goods leave our premises. Goods are at all times carried at the risk of the Buyer, even when shipped free.

5. Case of absolute necessity - As of right, Acts of God exempt the Seller from any obligation and do not entitle the Buyer to claim damages or compensation whatsoever. Aside from the events considered as Force Majeure by Law, the following events shall also be considered as such: strikes, fires, bad weather, shortages of materials or transportation, willful damage to machines etc.

6. Shipping costs - Shipments to Belgium and Luxemburg: any order whose value is exceeding € 275 net will be delivered free of charge to the Buyer’s address. For any order inferior to this amount we shall charge €30 for shipment. Shipments to other European countries: any order whose value is exceeding € 400 net will be delivered free of charge to the Buyer’s address. For any order inferior to this amount we shall charge € 40 for shipment.

7. Complaint - Upon collection or delivery of the goods, the Buyer verifies if they are in good condition and accepts them. Upon collection or delivery, the Seller shall in no event be bound by any verbal or written commitment given by his carriers or agents. Any complaint regarding supplies and services must reach us by recorded delivery no later than the eighth day following the delivery; beyond that deadline, the delivery shall be regarded as accepted and any complaint shall be deemed unfounded.

8. Waiver or cancellation - If the sale was agreed under the condition that the Buyer obtains a loan or a capital lease from an approved institution, the Buyer undertakes to take all normal steps to obtain this loan or capital lease from the institution of his choice within a fixed term of 1 month as from signature of the agreement. Any order processing is subject to receipt of the notification of the obtaining of above said loan or capital lease, by recorded delivery, from the Buyer’s credit institution to the Seller. The delivery period will then be calculated from the receipt date of the recorded delivery. If the loan or capital lease is refused by the said institution, the Buyer must inform the Seller thereof by recorded delivery sent no later than the eighth day following expiry of the aforementioned period of one month. If such notification is not sent, the loan or capital lease shall be regarded as having been obtained at the expiry of the said eight-day term and the Seller reserves the right to have the sale enforced or to cancel the sale and retain a sum corresponding to 50% of the deposit made on the date of signature of the order. This sum is being regarded as damages, without prejudice however to the right of the Seller to claim compensation for all incurred damages. Proof of the refusal must be provided on request. Likewise, where a request is made to the Seller to cancel a definitively contracted sale after the expiry of a period of eight days following signature of the order form, 50% of the deposit made by the Buyer shall be retained.

9. Payment conditions - All our invoices are at all times payable in Binche, in cash and without discount. Any invoice unpaid when coming due shall automatically and without prior notice bear an interest of 1% per month. In case of non-payment, a lump sum amounting to 10 % of the unpaid invoice or to a minimum of € 200, whichever is the greater, shall be charged, without prejudice however to the right of the Seller to claim compensation for all incurred damages. Furthermore, failure to pay any individual invoice when due shall render all other invoices immediately due, regardless of their original date of maturity. Any complaints due to possible or alleged inaccuracies in invoices must be sent to the Seller in writing by registered mail within 8 days from date of invoice; otherwise, the invoices will be deemed irrevocably accepted. The fact that a bill of exchange or any other means of settlement by our customers is drawn up or accepted does not imply either a deviation from or negation of these general terms and conditions of sale.

10. Property transfert - The Buyer acknowledges that full property of machines and appliances previously supplied is retained by the Seller until full payment is received, and that responsibility is transferred at the signature of the contract, or in the case of fungible goods, when the Seller sends the ordered goods to the Buyer. As long as the ownership has not been transferred, the Buyer is formally forbidden to sell, rent or pledge the equipment or to use it in any other way of to make any change or modification to it of such a nature as to reduce its value. If the Seller informs the Buyer that he intends to make use of his right to retain the property right, all payments already made will remain the property of the Seller as compensation for the use of the goods sold. The Seller keeps the right to claim compensation for all incurred damages. If the goods are resold by the Buyer without the Seller’s consent, the Seller shall be subrogated to the Buyer’s rights against the Buyer’s customer. The Buyer is committed to the protection of the rights of the Seller. He will notify the Seller should the equipment be seized or damaged.

11. Contractual obligations of the Buyer - The Seller is fully entitled to cancel orders in the event of non-payment of one or more orders in full, in the event of failure by the Buyer to meet any of his obligations or in the event of a major change in the Buyer’s position, be it insolvency or incapacity or any other similar event of public knowledge. In such event, the Seller reserves the right to suspend or cancel any orders without prior notice and without the intervention of a judge. In this case, the Seller also reserves the right to retain a sum corresponding to 50% of the deposit made at the time of signing the contract or order form as damages, without prejudice to the right of the Seller to claim compensation for all incurred damages. For the same reasons, the Seller shall be entitled to immediately claim any debt due to by the Buyer or to demand guarantees. Should the Buyer not comply with the Seller’s conditions, that fact will be considered a failure of performance of a contractual obligation by the Buyer.

12. Rights of the image - Except written authorization from the Seller, it is forbidden to the Buyer to use every picture, illustrations and photos from the catalog, the documents and the brochures published by the Seller. Any noncompliant use to this acceptance will be prosecuted with claim for damages on behalf of the Seller and/or of the owner of the right of the image. The visual mediums of the Seller can only be used by the Buyer for purpose of presentation and promotion of the equipment and/or the consumables to its own clientele and in the predefined frame of the concept sold by the Seller. The Seller reserves the right to bring any modification in the equipment and/or the consumables presented in the catalog. Pictures, illustrations and legends are not contractual and not contributory of an obligation of result. The Seller is authorized to use the trade name or the brand of the Buyer as customer reference of the company for the ordered equipment and/or consumables. This information can be used on any supports: catalog, paper support and internet; the first objective of this information being the highlighting of the distribution points of the brand in order to insure the best promotion of the brand in the respective interest of both parties.

13. End of contract - If, for any reason, a contract is terminated or cancelled, the total amount due by the Buyer will be automatically and without prior notice due for payment, regardless of their original date of maturity. The Seller reserves the right – even in the case of sequestration of the Buyer’s estate – to compensate all the sums due from the Buyer, for any reason.

14. Guarantee - The Seller warrants the goods against hidden and constructional defects for a period of 1 year following delivery. The warranty is limited to repair or free replacement of any defective part provided the Seller has been informed immediately of any incident which might result in a claim against such warranty and that there has been no intervention by any third party. This warranty does not cover the normal wear and tear of working parts. All indirect losses, such as loss of turnover, loss of profits or loss of profitability of the personnel employed by the Buyer are formally excluded from the warranty. The Buyer is not authorized to claim any other warranty from the Seller than the one that is officially stated in the contract. All repair/change operations will be carried out in our premises: Libinvest, rue de la Princesse, 19, B-7130 Binche, Belgium. If the Seller’s address changes, all operations will be carried out at the new address. The Buyer will be in charge of the transfers of the concerned equipment. If the repair is not covered by warranty or if there is any surcharge to be paid, the products will only be returned to the Seller after the Seller’s account has been fully and irrevocably credited of the amount necessary for the repair. For each visit of our delegates to the Buyer’s premises, administrative and travelling costs will be charged. The warranty is void in case of non-payment, failure to adhere to the user’s instructions, intervention by a third party, usage that is abnormal or not in conformity with the intended use of the goods, failure due to improper storage, temperature or humidity conditions, electrical current problems, mishandling, lack of monitoring and, generally, any cause not inherent in the goods sold.

15. Responsibility of the Seller - Should the Seller’s contractual or extracontractual responsibility be proven, the damages and compensations due to the Buyer may not exceed the amount of the agreement. Should the Seller’s responsibility be proven regarding a specific order, the damages and compensations may not exceed the amount of that specific order.

16. Contention management - Any dispute arising from performance or interpretation of this contract shall be governed by Belgian law. In the event of difficulty in interpreting these terms and conditions as translated into foreign languages, the parties shall refer to the French version, which alone shall be decisive. The courts in the judicial district of Charleroi have exclusive jurisdiction.

17. Vality of the general terms and conditions of sale - The nullity or invalidity of all or part of a clause of the present general conditions does not invalidate other parts of such clause or any other clause.