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GENERAL SALE, REPAIR AND ACCEPTANCE CONDITIONS

Art. 1. All shipment take place at customer’s risk and expense. Transfer tax and/or VAT as well as all transport costs are always at customer’s expense.

Art. 2. The sales contract is only accepted definitively after the order confirmation has been sent by ROGIERS-VANPOUCKE PLC to the customer.

Art. 3. Complaints: all complaints have to be well-founded and well motivated. They have to be addressed in written and directly to our company and should reach us on penalty of forfeiture:
a) for complaints concerning the goods: within 3 days after receipt of the goods;
b) for complaints concerning the invoice: within 8 days after receipt of the invoice.

Art. 4. We commit ourselves to do everything necessary for guaranteeing a perfect realization of the order according to the written contract in conformity with the valid standards, or, in lack of which, according to art and best practices.

Art. 5. Delivery dates: the delivery dates mentioned are always approximately. The non respect of these can not lead to any breach of contract nor to any claim for compensation by the buyer.

Art. 6. Property: the goods delivered remain property of the company ROGIERS-VANPOUCKE PLC until entire payment of capital, interest and accompanying costs. However the buyer is fully responsible for our goods and has to give account for possible loss.

Art. 7. Selling price: the valid selling price is always the price which is valid on the day of delivery. If the manufacturer’s prices have increased between the contract date and the delivery date, the price agreed will have to be adapted accordingly.

Art. 8. Payment + interest on arrears: all of our invoices always have to be paid in cash in our establishments in WAREGEM, unless otherwise agreed on the recto. In case of non-payment upon maturity, also an interest on arrears of 12% per year will be due on the invoice amount as of right and without obligation of a prior formal notice, this by way of derogation from art. 1146 B.W.B.

Art. 9. Bills of exchange: if the buyer-debtor has accepted bills of exchange with the object of paying off his debts and he lets returning one of these bills unpaid and protested, the total amount of the bills that still need to expire is immediately and totally at once collectable as of right. The same is valid if payment terms are permitted which are not respected. All collection and protest costs of an accepted or non-accepted bill of exchange are at customer’s expense. Offering of bills of exchange does not alter the place of payment. When drawing a bill the vendor does not abandon any of the rights mentioned above and drawing a bill never applies as a novation.

Art. 10. Discount: no discount is accorded unless explicitly stipulated on the recto of the contact. Accorded discounts are only valid on condition of cash payment of the invoice.

Art. 11. Advance drawback: the advances paid by the buyer don’t have to be refunded in any case and always remain, without any exception, definitively acquired by the vendor and shall not affect any rights of the latter.

Art. 12: Withdrawal: delivered goods are never withdrawn.

Art. 13. Maintenance or repair costs:
- possible delays in executing maintenance or repair work, whatever the causes of the delay may be, give the buyer no right to compensation nor to refund of any costs.
- if work or adaptations have been done by incompetent persons or persons not related to the company ROGIERS-VANPOUCKE PLC, we reserve the right to refuse all responsibilities and warranty.

Art. 14. Warranty on the goods delivered: no warranty on the goods delivered is allowed unless explicitly otherwise provided and mentioned in the special conditions.

Art. 15. No warranty is provided on all electric and electronic components.

Art. 16. Electrical and pneumatic connection: we refuse all responsibility for these connections. These are only provisional and exclusively meant to test the machines.

Art. 17. Transformations done by the byer: all transformations done by the customer-buyer to the goods delivered release the company ROGIERS-VANPOUCKE NV integrally and definitively of all responsibilities regarding the goods delivered.

Art. 18. Clause for damages: in case of non integral payment on the due date, the buyer looses all rights for possible discount and, as of right, the invoice amount will be, without any prior formal notice is needed, increased with 12% by way of conventional clause for damages with a minimum of 150,00 EUR and a maximum of 2.500,00 EUR.

Art. 19. Compensation for loss of production and loss of raw materials, as a consequence of a reason whatsoever, can never be charged by the buyer.

Art. 20. For all NC machines or all machines with PC, the customer is considered to always make back-ups of the programs. Loss or damages of the latter can never be any subject of compensation.

Art. 21. The competent courts: Any and all disputes in relation with the present sale and possible judicial collections shall be under the exclusive competence of the court of the judicial district of Kortrijk. Only the Belgian law is applicable.

Art. 22. When a buyer not respects the obligations related to the contract, the vendor will have the right to claim for dissolution of the contract by legal process. The indemnity payable by the buyer in that case, is defined by contract at 25% of the selling price. The vendor will also have the right to demand for the realization of the sales contract by means of an indemnity.

Art. 23. We don’t accept in any case, neither from the buyer, neither from our sales men, other sales conditions than those mentioned above, unless explicit and written confirmation provided by the company ROGIERS-VANPOUCKE PLC.