GENERAL CONTRACTUAL CONDITIONS

1. These general conditions shall apply to every contract concluded with the limited company Kinlys Group. These Conditions apply unless otherwise expressly agreed in writing. The Client acknowledges to having been made aware of these Conditions beforehand and that it accepts them. The Contracting Parties accept that, if there is any inconsistency between these Conditions and the conditions of the party contracting with the limited company Kinlys Group (hereafter LC KG), these Conditions shall henceforth prevail and apply.

SALE

2. The Client/Buyer of goods from LC KG, acknowledges that, by the simple fact of placing an order, it has knowledge of these Conditions and to have accepted their applicability.

3. Offers from LC KG have a limited period of validity of 14 calendar days, unless explicitly stated otherwise in writing. During the validity period of the offer, LC KG is entitled to adjust the price if the prices of the raw materials change. Any quote is only binding on LC KG as regards the item in the quote.

4. Illustrations, measurements and weights, etc., made available/indicated by LC KG in catalogues or on other media, are exclusively intended to provide a general idea of the item being offered and are under no circumstances binding on LC KG. The Client acknowledges and accepts that any kind of difference is possible. Such differences do not entitle the Buyer to refuse delivery of the goods or delay payment, nor does it entitle the Buyer to claim compensation or to seek termination of the Contract. Sending catalogues, other media and/or price lists does not oblige the Seller to make a delivery.

5. Delivery of goods takes place at LC KG’s registered offices or in its warehouses where the goods are located at the time the goods are made available for the Buyer. Unless otherwise expressly agreed in writing, the delivery times are not binding on the Seller and are purely indicative. Delivery times that have been expressly negotiated are always expressed in terms of working days. Under these circumstances, the delivery time starts to run on the first working day after receipt of the acceptance of the quote. If it proves impossible to adhere to the delivery time, the Seller shall be entitled to extend the time and the maximum length of this extension is at most the same as the delivery time initially provided. This will not result in the Buyer being entitled to seek compensation from the Seller, nor will it result in the termination of the Contract at the expense of the Seller. If orders cannot be delivered in full, any part that is not delivered will be delivered at a later time. Late deliveries shall never give rise to the Buyer being entitled to seek compensation or to terminate the Contract. The Buyer shall pay any costs related to delivering to an address other than that of the LC KG’s registered offices or its warehouses, unless otherwise expressly agreed in writing. The Seller reserves the right at all times to deliver the goods ordered and have payment made cash on delivery or to require payment before delivery, without being obliged to give any reasons. The Buyer shall be liable to pay any resulting costs. For deliveries to addresses other than the registered offices of LC KG and/or its warehouse, the Buyer shall bear the risk, even when the Contract provides for delivery free of charge. LC KG reserves the right to refuse delivery of the goods to the Client under the following circumstances: invoices issued to the Client that have fallen due and are unpaid, Client goes bankrupt, is undergoing a procedure under the law on the continuity of enterprises (LCE) and/or general condition of insolvency. Under these circumstances, LC KG shall be entitled first to require the Client make complete and full payment before completing the delivery of the goods. If the Client does not make/ensure this payment, LC KG is entitled to determine that the Contract is terminated at the expense of the Buyer, who subsequently becomes liable for compensating NV KG for any damage it has suffered, and as described hereafter under Article 8.

6. On delivery of the goods, the Buyer must inspect them for compliance. Any complaint as regards quality, quantities, weight and content and/or non-compliance of the goods must be made in writing within 5 working days of delivery, failing which the Buyer is deemed to have accepted the goods. To be admissible, complaints in connection with hidden defects must be made in writing to the Seller within 5 working days of discovery of the defect and at the latest two months after the date of delivery. LC KG is not liable for hidden defects of which itself was not aware pursuant to the delivery. The Buyer expressly waives all right of recourse on the basis of apparent and/or latent defect in the case of processing, manufacturing and/or reselling the goods after delivery. If the Seller deems the complaint is valid, it will be entitled, at its option, either to take back the defective goods and replace them with similar goods or to credit the Buyer with the invoiced amount for the defective goods without being liable for further compensation. In any case, LC KG’s liability is limited, at its option, to exchange of the good at the price at which it was sold or to refund the amount paid. Indirect or consequential damages and damages of another nature are excluded. Returned goods will not be accepted without the Seller’s prior written agreement. Neither this agreement nor the acceptance of the return shall be considered as recognition of liability on the part of LC KG. In any case, goods are returned in the name and at the risk of the Buyer. Any complaints, even valid, do not authorise the Buyer in any event to refuse to perform its obligations, for example, its obligation to pay the amounts of unpaid invoices by their due date and pursuant to the stipulated conditions.

7. Invoices shall be paid in cash at the registered offices of LC KG, unless otherwise expressly agreed in writing. All amounts that remain unpaid at the due date will give rise, ipso jure and without prior formal notice, to default interest of 10% per year. Moreover, if the amount remains unpaid at the due date, the Buyer shall be liable, ipso jure, to pay a default contractual penalty of 10% of the unpaid invoice with a minimum of €75 without prejudice to LC KG’s right to claim damages it actually suffered. In the event of a single invoice remaining unpaid at the due date, any payment deferrals granted on other invoices to the same Client will be suspended ipso jure and without prior notice. All invoices whether or not due will thus immediately fall due and payable.

8. The Seller may, ipso jure and at its option, suspend performance of all contracts and/or obligations for which it is responsible, without this resulting in the Seller being liable for the consequences that may result, or, ipso jure and at the option of LC KG, terminate the Contract concluded with the Client, and this at the expense of the Client, under the following circumstances: the Buyer refuses receipt of the goods pursuant to delivery, in case of general insolvency, bankruptcy or being involved in a procedure under the LCE (law on the continuity of enterprises), in case of non-payment of the advances or invoices that have fallen due after a reminder or notice of default, and/or because of other occasions of non-performance of an obligation on the part of the Client. It is sufficient that the Seller explicitly makes its wishes known to the Buyer. If the Contract is terminated by the Client, the Client shall be liable for default compensation in the amount of 10% of all unsettled invoices, with an additional 10% of the sales value of the goods that are the subject of the part of the Contract that has not yet been performed. Each amount that remains unpaid at the due date shall ipso jure and without notice be subject to interest at a rate of 10% per year.

9. Force majeure, on the part of LC KG and/or of one of its suppliers, will suspend the performance of the Contract, without giving rise to a right for the Client to claim any compensation.

10. The goods remain the property of LC KG until payment in full of the price and any related costs by the Buyer, even if the goods have already been delivered to the Client. In the latter circumstance, the Buyer gives the Seller the right, without the need to request permission, of access to the Buyer’s properties and buildings to regain possession of the goods that belong to LC KG.

11. LC KG may issue the Buyer an invoice for an advance pursuant to the order. It is not necessary to have either prior agreement as regards this advance or prior authorisation from the Buyer to invoice an advance.

12. If a dispute or litigation arises regarding the establishment, performance and/or interpretation of the Contract, only the Courts in the judicial district of West Flanders in Belgium, depending on the location of LC KG’s registered offices, shall be competent, unless the Seller prefers that a Court in the domicile of the Buyer be given jurisdiction over the case. Moreover, the Parties expressly agree that this Contract is subject to the laws of Belgium and the proceedings will be conducted in compliance with Belgian language legislation.

PURCHASE

13. Any person who sells goods to LC KG Group acknowledges, by the latter simply placing an order, that it is aware of this Contract and declares that it accepts their application.

14. The prices may not be changed throughout the period of validity of the offer addressed to LC KG.

15. All deliveries of the goods to the attention of LC KG are made to the registered offices of LC KG or to its warehouses as indicated by LC KG. Moreover, all deliveries must be completed within the delivery time as indicated by LC KG. If the scheduled delivery time is overrun by 7 calendar days, LC KG will be entitled to withdraw from the Contract, in which case it will communicate its will to terminate the Contract in writing to the Seller, and this without giving rise to the Seller having a right to compensation.

16. Receipt of the goods by LC KG takes place subject to acceptance by LC KG. LC KG undertakes to inform the Seller in writing within 5 working days of any failure in compliance and/or quality of the goods. The Seller will ensure the goods are inspected on site at LC KG within 5 working days following submission of the complaint. If the Seller fails to do so, it accepts the validity of LC KG’s complaint and acknowledges the correctness of the observations made by LC KG. If, because of the validity of the complaint, NV KG must keep the goods in storage, the Seller shall bear costs related to such storage from the date of receipt of the goods to the date of collection. The Seller must also bear the costs of collection of the goods, which must in any case be carried out no later than 15 working days after the date of their receipt by LC KG. If the Seller fails to collect the goods within this period, LC KG may destroy them at the expense of the Seller after the latter has been called on to collect the goods. If the delivered goods fail to comply or there are defects in the quality, and provided that the Seller has already notified LC KG in writing of this non-compliance or defect, LC KG is entitled to suspend its obligations (including payment) without being liable to the Seller for compensation for damage suffered. In addition, LC KG may declare the Contract breached by and at the expense of the Seller, without prejudice to the former’s right to claim compensation for damage that it has suffered and that is estimated by default at 10% of the market value of the goods that were sold to it and without prejudice to its right (i.e. the right of LC KG) to claim compensation for damage it had actually suffered, including any form of indirect or consecutive damage.

17. If a dispute or litigation arises regarding the establishment, performance and/or interpretation of the Contract, only the Courts in the judicial district of West Flanders in Belgium, depending on the location of LC KG’s registered offices, shall be competent, unless the Seller prefers that a Court in the domicile of the Buyer be given jurisdiction over the case. Moreover, the Parties expressly agree that this Contract is subject to the laws of Belgium and the proceedings will be conducted in compliance with Belgian language legislation.