GENERAL TERMS AND CONDITIONS OF SALE

1. GENERAL PROVISIONS

The customer declares to know and accept these general terms and conditions of sale. All our sales, services, and performances are exclusively subject to these general terms and conditions.

We reserve the right to deliver the material that is the subject of the order with all the changes that the manufacturers may have made. The indications mentioned on photos, illustrations, drawings, etc., concerning power, weight, and dimensions are provided for information only and can never give rise to any claim.

Studies and documents provided to the customer remain the full property of our company.

2. CONCLUSION OF THE SALE

Our offers are always without obligation, subject to sale. Orders and special conditions concluded with our representatives only bind us after acceptance by the management.

In the case of financing, the sale is concluded under the suspensive condition that the financing is obtained within a maximum period determined at the time of the order.

In repair estimates, the costs of which are borne by the customer, the prices in force at the time of the preparation of the estimate are taken into account. We expressly reserve the right to charge the prices applicable at the time of the execution of the works. If certain parts need to be replaced during the work, the costs thereof will be invoiced to the customer at the prices in force at the time of the execution of the works.

3. DELIVERY TIME

Our goods are deemed to be delivered at our premises for shipment. If the customer does not take delivery of the goods within 48 hours from a notice of availability, they will bear the storage costs.

The delivery time is given as an indication only and is not strictly applicable. This period is automatically extended in case of force majeure, strike, war, flood, etc. In case of definitive impediment, independent of our will, our obligations will definitively end without any possible recourse, for any reason whatsoever, on the part of the customer.

For the delivery of material, the period only starts after receipt of all data and instructions necessary to execute the order. For repairs, the period only starts after the customer's agreement with our estimate and provided that the material is deposited at our premises. Moreover, we are released from all obligations regarding the period if the payment conditions are not met by the customer or if changes are made during the execution of the order.

If the buyer does not take delivery of the purchased material at the agreed time, and after a registered notice of default to fulfill their obligations within a new period of ten days from the dispatch of the registered letter, we will have the choice:

• either to demand the execution of the contract, subject to compensation for damages;
• or to consider the sale as dissolved.

In case of dissolution of the sale due to the buyer's fault, we will have the right to demand a lump-sum compensation equal to 10% of the agreed price excluding tax, with a minimum of 400 euros.

4. PRICE

Unless otherwise stipulated, our prices are valid at our factories or warehouses, taxes borne by the customer. Our prices are automatically and without notice subject to market fluctuations and will be definitively determined taking into account the prices set by our factories and/or suppliers and applicable on the day of availability to the customer.

The material is not insured by us unless expressly requested by the customer and at their expense.

5. ACCEPTANCE

The customer's or their staff's signature on the acceptance report also means acceptance thereof. In case of reservation or refusal to sign this report, the material will be considered accepted unless the customer informs us within 48 hours of the reasons for this, with supporting evidence.

In all other cases, any complaint, to be admissible, must be brought to our attention in writing and by registered mail within 8 days of delivery.

6. TRANSPORT

Transport and, in general, all handling and delivery operations are borne by the customer and carried out at their expense, risks, and peril; the customer must check the shipments upon arrival and, if necessary, take action against the carriers. If no objection is made upon receipt of the goods, the transport company cannot be held liable for any damage. In that case, N.V. Luyckx cannot compensate for the damaged goods. Packaging is invoiced at cost price and not taken back.

7. ASSEMBLY

Unless otherwise agreed, assembly is carried out by us, at the customer's expense, at the location specified by them.

To this end, the customer will provide us with the necessary material and personnel free of charge, without any liability on our part.

8. TELEMATICS

The sold goods may be equipped with telematics systems that interactively collect, store, and exchange data via a communication network to allow us to monitor and manage certain functions of the goods. The customer agrees that this data may be collected and processed by us. The data will only be used by us and not transferred.

9. WARRANTY

We guarantee the purchased material against any defect in workmanship for a maximum period of 6 months or a maximum of 1,000 working hours from delivery. This warranty will automatically end when the first of these limits is reached. For consumers, in the sense of persons making purchases outside their professional or commercial activities, we guarantee the purchased material for a period of two years from delivery.

The customer invoking the warranty must notify us immediately, failing which their rights will lapse, and return the defective parts at their expense for examination.

We are released from our warranty when the material has been repaired by third parties or when parts are replaced by other, non-original parts. Also excluded from the warranty are parts, damages, accidents, etc., due to excessive or abnormal use, lack of care, inadequate maintenance, forgetfulness, or inexperience of the person using the material.

Our liability under warranty does not extend the duration of the warranty. The warranty will automatically cease in case of transfer or assignment of the material. The same applies when the delivered material is not paid for on one of the agreed due dates.

For parts treated outside the manufacturer's factories, only the manufacturer's warranty of those parts will apply, excluding the warranty covered by this article.

N.V. Luyckx will never be liable, nor can it be held liable for any direct or indirect damage, third-party claims, suffered by the customer due to downtime or immobilization of the material in our workshops, on the sites, or at the customer's premises.

10. PAYMENT

Our deliveries are payable on the agreed dates. For our works, a deposit of 50% is due at the time of order and the balance upon completion. Our invoices must be paid at our registered office. All other arrangements, including acceptance of bills of exchange, do not create a novation of debt.

Any payment for a commercial transaction must be made within 30 days of the invoice date. In case of late payment, the outstanding balance will be increased by default interest of 10% from the due date of the invoice. Additionally, compensation may be charged for all relevant collection costs incurred due to the payment delay. As a general rule, compensation of 10% of the unpaid invoice amount with a minimum of 70 euros will be retained.

11. RESERVATION OF OWNERSHIP

It is expressly agreed between the parties that, notwithstanding Article 1583 of the Civil Code, the transfer of ownership of the sold material will only take place after full payment of the agreed price, including principal, any interest, and costs. The transfer of risk takes place at the time of delivery. If the buyer fails to fulfill their obligations, the seller will consider the sale automatically dissolved fourteen days after sending a notice of default and will demand the return of the material at the buyer's expense. The latter accepts, both now and then, to determine the seller's damage at an amount of 250 euros per day of delay, without prejudice to other compensations that may be due if the seller cannot take back the material due to the buyer's fault.

In this case, all amounts paid by the buyer will remain acquired as a lump-sum and irrevocable compensation, without prejudice to any further compensation and interest if applicable.

12. INDEMNIFICATION

Any claim based on hidden defects must be made by the buyer within 2 months of discovering the defect, failing which the claim will be inadmissible under Article 1648 of the Civil Code.

This claim must also be made within one year of delivery, failing which it will lapse. If there is liability on the part of the seller, the buyer must concretely prove the damage. If the complaints are admissible and well-founded, the seller's obligation is limited to replacing or repairing the defective or damaged goods, and the damage can be at most equal to the cost price of the sold good. No other damage of the buyer or a third party is eligible for compensation. The seller's liability is in any case excluded if the damage is caused by a combination of a defect in the product and the fault of the victim or a person for whom the victim is responsible. This claim must also be made by consumers, in the sense of persons making purchases outside their professional or commercial activities, within two years of delivery; by others than consumers, this claim must be made within one year of delivery, failing which it will lapse.

13. LEGAL REMEDY

All our agreements are exclusively subject to Belgian law and the provisions of Belgian legislation.

For all disputes, only the courts of Antwerp have jurisdiction.

Version 2 – 17/12/2021