General Terms and Conditions of Sale

9.1. All payments shall be made in EURO or in the currency provided for in the Agreement; They are calculated net and discount-free.

9.2. The prices are calculated on the basis of the daily rate of raw materials, wages and social security contributions. Unless otherwise specified, the prices will be revised by applying the price revision formula attached to these general terms and conditions.

9.3. Unless otherwise agreed, invoices shall be payable within a period of 30 days from the day following that:

1° of the receipt by the buyer of the invoice or an equivalent request for payment, or

2° of the receipt of the goods or services, if the date of receipt of the invoice or the equivalent request for payment is not certain or if the buyer receives the invoice or the equivalent request for payment before the goods or services, or 3° of the acceptance or check to verify the conformity of the goods or services with the contract, if the law or the contract provides for a procedure for acceptance or verification and if the buyer receives the invoice or the equivalent request for payment before or on the date on which the acceptance or verification takes place. If the buyer does not pay within the agreed payment term or, failing that, within the statutory payment term, the seller is entitled, ipso jure and without notice of default, to the payment of interest at the reference interest rate plus eight percentage points and rounded up to the higher half percentage point from the following day. The reference interest rate is the interest rate applied by the European 

The Central Bank is applied to its most recent main refinancing operation as defined by the Law of 2 August 2002. In addition, if the buyer fails to pay within the agreed payment term or, failing this, within the statutory payment period, the seller is entitled to reasonable compensation from the buyer for all relevant recovery costs incurred as a result of the late payment, without prejudice to his right to reimbursement of the legal costs in accordance with the provisions of the Judicial Code. The fact that interest is stipulated does not prevent payments from being due on their due date.

9.4. All current and future taxes, and additional levies and costs, of whatever nature, associated with the sale are at the expense of the buyer.

10. Financial guarantees

The seller reserves the right if, after the conclusion of the contract but before the full payment of the price, it appears that the buyer's credit is compromised or if his creditworthiness decreases, namely in the following cases: 

requests for payment deadlines, protests, the seizure of all or part of the buyer's assets at the request of a creditor, delay in payments to the NSSO, etc. to demand the guarantee that he deems necessary for the proper execution of the obligations, even after the 

delivery of goods. No notice of default is required for this.

11. Termination clause

If an invoice is not paid on its due date, or in the event of application of article 10, the agreement will be dissolved by operation of law because the seller expresses his intention to do so by registered letter and without prior notice of default.

In this case, the seller has the right to take back the delivered goods without going to court. In addition, compensation of 15% of the price, with a minimum of 250 EURO, will be due.

12. Warranty

12.1. The seller undertakes to remedy all indisputable hidden defects (in the goods themselves) that are not the result of force majeure, of an erroneous intervention of the buyer or of third parties, by replacement or repair. This obligation only extends to defects that become apparent during one year after recruitment; this is presumed to have taken place 30 days after the goods have been made available in the factories if the delivery has taken place in Belgium and 45 days if the delivery has taken place abroad.

The seller becomes the owner of the replaced parts. These documents will be returned at the buyer's expense.

12.2. The Seller shall not be liable for any other warranty or compensation other than what is stipulated in paragraph 12.1. In particular, the seller will not be obliged to pay any compensation for any damage to commercially used goods or for losses related to the professional activity of the buyer or the persons for whom he is held liable pursuant to art. 1384 of the Civil Code.

12.3. The seller will also not be obliged to compensate for this damage on the basis of extra-contractual grounds. With regard to physical damage and damage to private property, the seller will not be obliged to pay compensation if:

• it cannot be demonstrated that the defects were present at the time the goods were put into circulation;

• the seller, given the state of science and technology, could not have been aware of the presence of the defects;

• in the event that the defects are due to the conception of the item in which the goods are incorporated or to the instructions of the buyer;

• the damage is due to fault on the part of the purchaser, the injured person or the person for whom the injured person is responsible (e.g.: faulty manoeuvres, incorrect operation, 

transformations carried out by the buyer or third parties, etc.);

• the defects are the result of the conformity of the goods with mandatory regulations emanating from public authorities;

• if the damage is due to a lack of maintenance or to maintenance contrary to the maintenance booklet or the maintenance instructions drawn up by the manufacturer;

• if the damage is due to the intervention of a third party not approved by the manufacturer.

12.4. The Buyer shall indemnify the Seller against any claims or claims that third parties may bring against him on the basis of damages as defined in point 12.3. In the case of a manufacture according to a plan provided by the buyer, the guarantee will in any case be limited to a strict execution of the pieces according to the designation of these plans.

13. Editing

13.1. Assembly is never part of the agreement. However, the seller may agree to make specialized workers or technicians available to him at the request of the buyer, according to special conditions. In this case, the performance of these 

workers or mechanics under the supervision, at the expense and at the responsibility of the buyer, who has to bear the costs of insurance.

13.2. The buyer must provide all assistance, materials and materials necessary for the assembly at his own expense.

14. Liberating circumstances

14.1. If the contract has been concluded and prevent its performance, the following shall be deemed to be discharging circumstances, such as fire, mobilisation, seizure, embargo, prohibition of foreign exchange transfer, insurrection, shortage of means of transport, general scarcity of raw materials, restrictions on energy consumption, if these other circumstances occur beyond the control of the parties.

14.2. The party invoking the above circumstances must immediately notify the other party in writing of the occurrence and of the expiry thereof.

14.3. The occurrence of one of these circumstances removes all liability from both the seller and the buyer.

15. Applicable law

The contract is governed by Belgian law, unless the parties have decided otherwise.

16. Competent courts

In the event of a dispute, only the courts of the place of registered office of Act in Time shall have jurisdiction.

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PRICE REVISION FORMULA

For goods produced outside the Eurozone, a change in the exchange rate of more than 2% will be settled with the currency applicable there in the proportion to which it affects the cost price, reflected in Euro.

The reference for this revision is the mid-market rate of the price on the offer date compared to the delivery date.