GENERAL TERMS AND CONDITIONS OF SALE

1. AREA OF APPLICABILITY
1.1. Unless explicitly agreed otherwise in writing, the present general terms and conditions of sale (hereafter "General Terms and Conditions") shall apply to all present and future offers, proposals, quotations, orders, sales and purchase agreements (hereafter "Sales Agreement") between Schepens NV with registered office at Kanaalstraat 9, 3560 Lummen (hereafter “SCHEPENS”) and the buyer, as mentioned on the order form (hereafter “Buyer”), for goods and/or services as mentioned on any order form. No provision whatsoever, in the Buyer's documents (including its general terms and conditions) is applicable to the sales by SCHEPENS. By entering into a Sales Agreement with SCHEPENS, the Buyer declares to have received a copy of these General Terms and Conditions and accepts these General Terms and Conditions.

2. ORDERS AND TERMS OF DELIVERY
2.1. Orders are to placed by e-mail. Orders and/or terms of delivery are only valid if accepted by SCHEPENS in writing. The estimated delivery date will be agreed upon when the order is placed and will be mentioned in the order confirmation. SCHEPENS or its representative will use reasonable endeavors, to deliver the ordered goods or services on time. The Buyer acknowledges that, unless explicitly agreed otherwise in writing, the delivery date for goods or services is indicative. A notification of shipment or readiness of the goods for shipment will be sent by SCHEPENS, as agreed per order. Non-compliance with the indicative term shall not in any event give cause for the cancellation of the Sales Agreement or entitlement to compensation, unless explicitly agreed otherwise in writing. SCHEPENS may deliver the goods in one or several batches. Unless otherwise agreed upon between the Parties, each batch shall constitute a separate contract and shall be invoiced and paid for separately. Each order is personal to the Buyer and cannot be assigned to a third party without SCHEPENS's prior written consent. SCHEPENS may refuse orders from unauthorized persons or from persons not presenting the required professional qualification warranties.
2.2. Accepted orders are binding upon both parties. In case the Buyer cancels an accepted order, the Buyer will be liable to pay liquidated damages to SCHEPENS in accordance with clause 4.8, without prejudicing SCHEPENS's right to prove and claim higher damages or to demand that the Sales Agreement has to be honored. The Buyer shall have no right to cancel accepted orders of custom-made goods. In case the Buyer cancels an accepted order of custom-made goods it shall nonetheless be held to pay the purchase price and all additional costs and damages in full. If SCHEPENS's order confirmation contains any change or addition or differs in any way from the Buyer's order, it shall be binding upon the Buyer unless it notifies SCHEPENS about its disagreement within 8 days after receiving the order confirmation.
2.3. SCHEPENS retains the right to suspend the execution of an order if the Buyer's account at SCHEPENS shows that the Buyer is in default of any payment obligation to SCHEPENS or any of its subsidiaries or if the Buyer demonstrates to be insolvent. In the event of a refusal to take possession of an order or if there is a delay in the delivery as a result of a suspension of an order for which the Buyer is directly or indirectly responsible, storage costs will be charged to the Buyer, without prejudicing SCHEPENS's right to cancel the Sales Agreement.

3. PRICES - TAXES
3.1. The price is as stated in the order confirmation. Price calculations or offers are indicative and non-binding until accepted by the Buyer (e.g. by placing an order). In no event shall prices confirmed by SCHEPENS for one order be binding for subsequent orders. These prices are always subject to possible increases if this is a result of the evolution of their fixed and/or variable costs (e.g.: wages and other social security contributions, costs of material, processing costs, energy costs, exchange rates, etc.). The prices exclude transport costs (where applicable), insurance costs, packaging costs, VAT, levies, import and export duties, etc., unless explicitly stated otherwise in writing.
3.2. If the delivery term, the place of delivery, or the circumstances of the delivery change at the request of the Buyer, or if the Buyer has provided incorrect information to this end, SCHEPENS is entitled to payment of the additional costs incurred. The Buyer cannot set off any of its claims against any debt towards SCHEPENS (whether or not those debts arise from the purchase of goods or services from SCHEPENS or otherwise).

4. PAYMENTS - CREDIT LIMITS - INTEREST - LIQUIDATED DAMAGES
4.1. SCHEPENS will issue the invoice to the Buyer on the day of readiness of the goods for shipment or shipment of the goods (whichever is earlier). SCHEPENS's invoices are payable to SCHEPENS's designated bank account at the latest on the due date indicated on the respective order or in the relevant invoices, or otherwise within 30 days of the date of SCHEPENS’s invoice. Timely payment is of the essence. The invoice is considered settled when the complete amount stated on the invoice has been received on SCHEPENS's designated bank account as indicated on the front of the invoice. All bank and exchange costs connected to the payment of the amount due by the Buyer will be charged to the Buyer. Representatives of SCHEPENS are not authorized to receive payments. Invoices that are not disputed by registered letter within 8 days after their issuing by SCHEPENS will be considered to have been fully accepted and payable by the Buyer in full.
4.2. If the Buyer fails to pay in full any invoice by the due date, or fails to pay in full any other payment due to SCHEPENS under the Sales Agreement and/or these General Terms and Conditions by the due date for payment, then: (a) the Buyer shall pay interest on the overdue amount at the rate of 10% per annum (except when the legal rate of interest is higher which shall then be applied). Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount. The Buyer shall pay the interest together with the overdue amount; and (b) the Buyer shall pay SCHEPENS on demand (and within fourteen days of such demand) 10% of the outstanding balance, with a minimum amount of 250,00 EUR for costs associated with amongst other things the collection of the amounts due and with the adverse consequence on SCHEPENS's cash flow, as liquidated damages. The parties accept and agree that this sum represents a genuine pre-estimate of SCHEPENS's loss. This paragraph is without prejudice to SCHEPENS's right to prove and claim higher damages.
4.3. Late, incomplete or non-payment of one expired invoice will cause all other invoices, for which a particular instalment term has been agreed on, to become immediately payable, without previous notice of default. Interest for late payment is due as from the moment that the non-expired invoices become payable. Liquidated damages may in addition be due in accordance with clause 4.2.(b). Partial payments will firstly be deducted from interest due under clause 4.2, liquidated damages payments due under clauses 4.2.(b) and 4.8 and possible costs and only then from unpaid invoices.
4.4. Any use of promissory notes, cheques or permission to draw a bill to cover the agreed upon price shall never be regarded as a renewal of the debt of the original invoice, nor will it limit or alter any 'right of retention', agreement or territorial jurisdiction.
4.5. In the event that the Buyer has already transferred the goods he purchased from SCHEPENS to a third party but has neglected to fulfill its obligations towards SCHEPENS, the Buyer shall be obligated to transfer to SCHEPENS the claim for payment he has towards its buyer. SCHEPENS can, at its sole discretion, demand guarantees or warranties from the Buyer at any time (e.g. in the event there are indications of a negative financial situation of the Buyer). These warranties or guarantees shall be deemed a condition precedent for the execution or further performance of the Sales Agreement.
4.6. SCHEPENS is entitled to suspend or postpone its obligations in connection with other ongoing contracts between the parties to the extent that the Buyer has not complied with a payment condition or other obligation. SCHEPENS reserves the right to suspend delivery of any goods or services until the Buyer's credit is back within the agreed limits (more specifically, a credit score of more than 50% via Graydon credit check) or until the Buyer complies with such payment condition or other obligation. Delays in payment by the Buyer of (certain advances on) the price may give rise to a proportionate delay in the delivery term.
4.7. In the event of late payment, SCHEPENS is entitled to cancel the Sales Agreement, or according to SCHEPENS's choice to request the enforced performance of the Sales Agreement, all without prejudice to SCHEPENS's other rights and remedies under these General Terms and Conditions, at law, in equity or otherwise. SCHEPENS shall be entitled to pick up or demand that the goods be returned at the Buyer's expense and exercise its right to compensation including under clause 4.8.
4.8. Liquidated Damages. If the Sales Agreement / any accepted order is cancelled by the Buyer pursuant to clause 2.2 or by SCHEPENS pursuant to 4.7 (or pursuant to any other breach by the Buyer), the Buyer shall pay SCHEPENS on demand (and within fourteen days of such demand) 30% of the outstanding balance as liquidated damages. The parties confirm that this sum represents a genuine pre-estimate of SCHEPENS's loss. This paragraph is without prejudice to SCHEPENS's right to prove and claim higher damages.

5. RETENTION OF TITLE
5.1. The delivered goods will remain property of SCHEPENS until full payment by the Buyer of the price for these goods, as well as interests and liquidated damages, where applicable. If the Buyer has not yet paid the purchase price in full, the Buyer will notify third parties (for example a curator, insolvency administrator and creditors) of SCHEPENS's retention of title by registered letter each time this is required by the circumstances, including but not restricted to the situation wherein a third party is threatening to seize or has seized the goods. The Buyer will inform SCHEPENS of this immediately by registered letter. The Buyer warrants (if necessary, on behalf of a third party (buyer) or holder) that SCHEPENS shall be notified of the location of the goods at its first request and that they shall be made available to SCHEPENS again at the expense and risk of the Buyer if SCHEPENS so requests. For as far as necessary, SCHEPENS shall be granted both an irrevocable mandate for repossession, and a mandate to enter the premises for such purpose.
5.2. The risk attached to the sold goods will pass to the Buyer at the moment determined by the applicable Incoterm, which shall be FCA unless explicitly agreed otherwise in writing.
Included herein is the risk in the event of unusual cause, coincident and Force Majeure, or similar circumstances arising from whichever party.
5.3. The Buyer is not entitled to dispose of or use the goods in the event the related purchase price has not been paid in full. In the event the Buyer sells or otherwise transfers the goods, in breach of this clause, the Buyer's claim for payment towards its customer shall be automatically assigned to SCHEPENS, SCHEPENS hereby accepts such assignment. The Buyer shall inform its customers of the assignment to SCHEPENS and shall provide to SCHEPENS with all information and documents on the collection of such claims.
5.4 The Buyer shall take appropriate insurance on the delivered goods with a reputed insurance company for damage, losses, depreciation, devastation and theft, and provide SCHEPENS proof hereof at first request. The Buyer assigns its insurance claims from damage, losses, depreciation, devastation and theft from the goods to SCHEPENS, SCHEPENS hereby accepts such assignment.
5.5. As far as this clause concerning the retention of title is not in accordance with other clauses agreed upon between the parties, then this clause shall prevail.

6. DELIVERY
6.1. Delivery will take place according to the applicable Incoterm. In case the Parties did not agree on an applicable Incoterm, delivery will take place at SCHEPENS's premises FCA (Kanaalstraat 9, 3560 Lummen, Belgium) and all related transport costs, costs that arise due to port of origin or port of destination formalities or otherwise, insurances and taxes are payable by the Buyer. The Buyer is obligated to inspect the goods upon receipt and to exercise its right of recourse against the conveyor within the required time limit should need be.
6.2. In case Parties agree in writing that SCHEPENS will arrange transport for the goods to a place of delivery as specified by the Buyer, then SCHEPENS will act as an agent for the Buyer without assuming liability for such transport.
6.3 If the parties agree on another Incoterm in writing, in accordance with article 5.2., the Buyer shall remain solely liable for all additional costs that only become apparent during transport (including but not limited to: higher fuel costs, costs and expenses for the transporter's waiting times, additional costs due to unforeseen circumstances during transport and/or during unloading). In addition, the delivery period of SCHEPENS shall be extended by any delays during transport, waiting times etc., to the extent that these occur.

7. QUALITY REQUIREMENTS AND REPORTING
7.1. The Buyer shall store, handle and transport the goods to its customers in accordance with the product specifications and/or in suitable conditions.
7.2. SCHEPENS shall take samples of all production batches before delivery. Parties agree that these samples shall be the only basis for assessing any quality issues raised by the Buyer. Upon request, a technical analysis report of the production batch can be obtained by the Buyer at its own cost and expense. 

8. PACKAGING
8.1. Unless particular agreements, ordered goods will be delivered in bulk. Ordered quantities may be modified in order to meet the standard packaging units.
8.2. Due to natural variation the quantity delivered may deviate from the quantity ordered.  The maximum allowed variation is +/-5%. The actual quantity delivered shall be invoiced and is due.

9. DOCUMENTATION AND PRODUCT SPECIFICATIONS
9.1. At written request, the Buyer will receive a copy of the documentation relating to the ordered goods. All specifications and product concepts, as well as all information received from SCHEPENS (including, without limitation, prices, payment conditions, and terms of the Sales Agreement) are confidential and remain property of SCHEPENS. They may only be used by the Buyer as far as necessary for the proper use of the goods. Reproductions or use of this information for other purposes is punishable by law and will be prosecuted.
9.2. SCHEPENS warrants that the goods comply with the specifications mentioned in the order confirmation. SCHEPENS makes no other warranties with respect to the goods. 

10. COMPLAINTS
10.1. The Buyer shall check whether the delivered quantities correspond with the ordered quantities immediately upon receipt of the dispatch. Complaints concerning quantities, (non)-conformity or condition of the delivered goods must reach SCHEPENS within 5 days after receipt of the dispatch per registered letter and e-mail (info [at] schepenscompany.be) on penalty of expiry of the complaint.
10.2. Complaints about defects must be reported to SCHEPENS, 5 days after receipt of the goods at the very latest (in the event of visible defects) and 5 days after discovery at the very latest (in the event of hidden defects) by means of a registered letter and e-mail message stating the reason and mentioning all relevant data, amongst others: order and invoice number. Such claims shall be investigated by SCHEPENS according to its internal complaint handling procedure. SCHEPENS shall have no obligation to accept complaints if it is received 6 months after delivery. Use or sale of the goods will nullify any liability for SCHEPENS, except in case of hidden defects if SCHEPENS was aware of such hidden defects at the moment the Agreement with the Buyer was executed. If the complaint is justified, SCHEPENS shall decide at its sole discretion whether to refund the price for the goods in question or to replace these goods.
10.3. Complaints and/or disputes of whatever nature, never give the Buyer the right to suspend the fulfillment of its obligations towards SCHEPENS or the right to cancel the complete order or delivery. Without prejudice to clause 11.1, SCHEPENS's maximum liability will not ever exceed the price paid for the goods in question.

11. LIABILITY - FORCE MAJEURE - PROVISION OF INFORMATION
11.1. Nothing in these General Terms and Conditions shall limit or exclude SCHEPENS's liability for any liability which may not be limited or excluded by applicable law. Subject to clause 11.1, SCHEPENS shall have no liability to the Buyer under or in connection with the order for: (a) the consequences of use of, and any consequences for the user, a third party or its goods resulting from the delivered and/or transported goods, to the extent permitted by law; or (b) any loss of profits, or any indirect or consequential loss or damage howsoever arising (including but not limited to: damage to property, financial loss, loss of profit, loss of turnover, loss of data, personnel costs, damage to third parties, loss of income). The Buyer hereby waives its rights of recourse with regard to SCHEPENS and/or those appointed by SCHEPENS and releases SCHEPENS and/or those appointed by SCHEPENS from all such liability relating thereto.
11.2. All cases of Force Majeure release SCHEPENS from its liability for anything related to the non-implementation of its obligations within the established period. In the event of Force Majeure, SCHEPENS is entitled to suspend the Sales Agreement in as far as it has not yet been carried out either for the duration of the period of Force Majeure or to cancel it without being under an obligation to pay compensation. For the application of these General Terms and Conditions, Force Majeure is taken to mean: every occurrence which is reasonably beyond SCHEPENS's control, including but not limited to strikes, lock outs, delays or disruptions in transport, acts of god, loss at sea, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions,  acts of war, terrorism, riots, fire, nuclear, chemical or biological contamination or sonic boom, orders, by-laws or regulations from the government or administration, inability to obtain natural gas and/or other fuels, supply difficulties, scarcity of (raw) materials or lack of products for manufacture, floods, earthquake, weather conditions that make the execution of the Sales Agreement temporarily difficult or impossible, breakdown in machinery, mistakes or delays due to SCHEPENS's suppliers, acts by third parties, one or more manufacturing mistakes in material from one of SCHEPENS's suppliers, etc., irrespective of whether these problems occur at SCHEPENS or the supplier from whom SCHEPENS obtains goods and without SCHEPENS being obligated to prove the influence thereof.
11.3. SCHEPENS does not guarantee the quality of its goods if they are or have been subject to abnormal use or improper storage by the Buyer or third parties.

12. DATA PRIVACY
12.1. SCHEPENS shall adhere to all rules of law of the protection of personal data, including the REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”).
12.2. All the information received from the Buyer by SCHEPENS in connection with the agreement, that relates to an identified or identifiable living individual (“Personal Data”) is and will remain the property of the Buyer. The agreement provides the legal basis for the processing of Personal Data conducted in order to enable SCHEPENS to fulfil its obligations to the Buyer under the agreement. SCHEPENS only processes Personal Data which is necessary for the purpose of performing of the agreement (e.g. in order to deliver the goods). Upon termination of the agreement, all Personal Data shall be returned to the Buyer and SCHEPENS shall not keep a copy thereof in any form whatsoever, unless this would be necessary on a specific legal ground.
12.3. SCHEPENS warrants to take all possible measures and/or actions necessary, in accordance with the industry standards available from time to time, in order to prevent unauthorized access to the Personal Data by any and all third parties, theft of Personal Data, security breach or loss of Data of any kind, whether directly or indirectly and regardless the means usable to gain access.

13. MISCELLANEOUS
13.1. All intellectual property rights in the goods (such as but not limited to all copyrights, trademark, patent rights, trade secrets, trade names, logos and other proprietary rights) are owned by and remain vested in SCHEPENS. The Buyer is not authorized to use the trade name or any trademark of SCHEPENS, without written permission thereto.
13.2. The invalidity or non-applicability of one or more of these stipulations does in no way affect the validity of the other conditions. The invalidity or non-applicability of one or more of these stipulations does not in any way constitute a reason for terminating the Sales Agreement.
13.3. The Buyer is not entitled to assign, transfer or subcontract any of its rights and/or obligations under a Sales Agreement, without SCHEPENS's prior written consent.
13.4. In the event of a dispute over a Sales Agreement between the Buyer and SCHEPENS, irrespective of its nature and the place of delivery, the Courts of Antwerp, judicial department of Hasselt shall have exclusive jurisdiction, even if it concerns accepted bills which are payable and/or domiciled outside this judicial district. Nevertheless, if SCHEPENS is the plaintiff, it shall be entitled - at its free choice - to summon before the court having jurisdiction over the Buyer's place of business.
13.5. All agreements entered into by SCHEPENS are governed by and construed in accordance with the laws of Belgium, with exclusion of (1) all conflict of laws rules, (2) the UN Convention on the International Sale of Goods (1980), and (3) the NY Convention on the Limitation Period in the International Sale of Goods (1974).
13.6. Without prejudice to any other provision of these General Terms and Conditions, any claims by the Buyer arising out of or in connection with a Sales Agreement or any purchase order will in any event become time-barred after expiration of one (1) year as from the date of delivery of the relevant goods.
13.7. In the event legal rules with mandatory application apply, such rules shall prevail over the application of these General Terms and Conditions, be it limited to the extent of their field of application.