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General conditions

GENERAL CONDITIONS OF SALE, DELIVERY AND PAYMENT

Jaro & Jolie BV

established and having its office at 9800 Deinze, E3-Laan 10, Belgium. VAT: BE0728.709.629, RPR Ghent, Kortrijk Division.

APPLICABILITY

1. These general terms and conditions relate to the sale of goods and services. Where reference is made to the seller or purchaser, this shall also be taken to mean the contractor or client respectively.

2. All offers and sales agreements, the provision of advice and deliveries shall be made subject to the applicability of these general conditions of sale, delivery and payment unless the parties expressly agree otherwise in writing.

3. Insofar as applicable, in these general conditions the term goods used shall also include installations, apparatus, parts, accessories and tools, all in the broadest sense.

4. Unless the offer states otherwise, all offers shall be maintained for a period of 30 days.

5. The agreement is concluded as soon as acceptance of the offer has reached the seller. Acceptance implies agreement to these general terms and conditions and waiver of own (purchase) conditions if and insofar as they deviate or conflict with these terms and conditions or applicable Belgian law.

6. If the acceptance deviates from the offers on any point or part, the agreement will only be concluded if and insofar as the seller has expressly agreed to this deviation in writing.

7. An offer is deemed not to have been made if and insofar as executing this offer or this agreement would result in acting contrary to legal provisions, rules or regulations. Neither the seller nor the buyer can enforce any rights against the other party in this case.

8. For sales from warehouse stock, the invoice may replace the written confirmation.

9. All quotations or offers are based on the information provided by the buyer at the time of the offer,

10. drawings and measurements derived therefrom and measurements taken by the seller, insofar as they have taken place. Designs, images, drawings, price lists, catalogs, statements of sizes and weights, samples and models originating from the seller are as accurate as possible and only binding insofar as they are expressly confirmed. Details need not be provided. Minor differences in execution are permissible. The seller reserves the copyright to and ownership of designs, images, drawings, samples, samples and models provided with the offer. They may not be copied or made available to third parties without his consent. They must be returned immediately at the seller's first request, failing which the buyer shall be liable for their value to be determined, without prejudice to other legal measures available to the seller for the prosecution of his rights.

11. Modifications or cancellations of an agreement shall require the seller's written consent.

12. If the buyer wishes to change or cancel the concluded agreement, he is obliged to compensate the seller for all damages and costs resulting from the change or cancellation.

PRICES AND PAYMENTS

13. The prices mentioned in the offer are fixed and exclusive of sales tax, import and export duties, import and export taxes, transport insurance, packaging costs, clearance charges, consulate costs and all other possible costs which the seller has reasonably had to incur in order to be able to deliver the sold goods at the designated place and time. The determination of the amount of these costs shall be based on the costs actually incurred, paid and/or still to be paid by Seller.

14. If, after the offer and acceptance but before the execution of the agreement, changes in cost-determining factors cause the cost price/calculation price for the seller to increase by more than 10%, the seller shall be entitled to pass on this increase to the buyer, and the buyer shall have the choice either to accept the increased price or to regard the offer or agreement as not made or not concluded, respectively, without any rights or obligations arising between the seller and the buyer. In the event of a change, the seller shall notify the buyer within three days of the change becoming known and the buyer shall notify the seller of his choice within three days thereafter.

15. Unless otherwise agreed in writing, the buyer is obliged to pay the purchase price including the costs referred to under 13, in cash after delivery or execution without any discount or compensation in Belgian currency or in Euros.

16. If, prior to delivery or execution, the seller has doubts about the buyer's creditworthiness, the seller is authorized to dissolve the agreement by mere notification to the buyer or to suspend the execution of the agreement until security is provided.

17. In the case referred to under 16, the seller shall be entitled to compensation for costs and damages, including loss of profit, caused by the measures taken by the seller as referred to under 16. If the doubt is not justified, the buyer shall not be entitled to compensation for costs or damages in any form whatsoever, except in the case of intent or gross negligence bordering on intent on the part of the seller.

18. If the buyer fails to meet his payment obligations on time, he shall be in default by the mere expiry of the term referred to in paragraph 15, without any summons or notice of default being required by the seller, and he shall forfeit to the seller a default interest of 1.5% per month on the amount due, whereby a part of a month shall be regarded as a whole month. The obligation to pay default interest shall not affect the seller's right to regard the (purchase) agreement as dissolved 10 days after the buyer's default, if he declares in writing to the buyer that this is what he wishes, without legal intervention, in which case the buyer shall be liable for all losses suffered by the seller, including loss of profit, extrajudicial and judicial costs as well as the actual costs incurred in any proceedings, costs as referred to under 13, costs of extra transport, all fixed at 25% of the invoice amount excluding VAT.

19. In the event of non-fulfilment or late fulfilment of the payment obligation by the buyer, the costs of collection shall be borne by the buyer. If it only concerns extrajudicial costs, these will be fixed at 15% of the invoice amount, with a minimum of € 250, plus V.A.T. on that amount. If judicial collection is resorted to, in addition to the aforementioned extrajudicial costs, the buyer shall be liable for all reasonable legal and execution costs.

20. Seller shall be entitled to offset any claims against Buyer against any debts that Seller may have or will have to Buyer.

DELIVERY AND RETENTION OF TITLE

21. Seller shall deliver or perform the goods or services at the place and time determined in the offer or agreement according to and in compliance with the legal provisions, orders, directives, regulations and the like. If delivery or performance there at the agreed time is not possible due to the fault of purchaser or due to force majeure for vendor or purchaser, then delivery or performance shall take place elsewhere if possible or within 14 days thereafter at the expense of purchaser. If this is not possible, the agreement shall be deemed not to have been concluded, in which case the buyer shall compensate the seller for any damage, including loss of profit, if the impossibility was caused by the buyer's actions or is deemed to be at the buyer's risk.

22. If the buyer refuses to take delivery of the goods or services offered at the appointed place and time, the goods shall be deemed to have been delivered and the services shall be deemed to have been performed at the time they were offered and the buyer shall owe the price and costs referred to under 13 at that time, as well as be obliged to compensate the damage and additional costs incurred by the seller as a result of the buyer's refusal.

23. In case of sales with actual delivery on call, the buyer shall set the call in such a way that within three months after conclusion of the agreement all goods have been fully called, unless another call period has been agreed upon in writing. If the buyer fails to do so, the provisions under 21 shall apply.

24. Seller is entitled to deliver the goods mentioned in the offer or agreement in parts (partial deliveries). In the case of partial deliveries, the seller may always invoice separately.

25. The buyer is obliged to check upon delivery whether the delivered goods have the quantity and quality that
he might expect on the basis of the agreement, failing which the goods shall be deemed to have that quantity and quality. Any deviations in quantity or quality found by the buyer must be notified in writing to the seller by return of post.

26. In the case referred to under 21, the goods and services shall be deemed to be of the agreed quantity and/or quality.

27. In the event of justified complaints, to which the buyer must give the seller the opportunity to determine, about the quantity and/or the quality, the seller shall, unless otherwise agreed in writing, deliver new goods as soon as possible or still perform the services correctly, in which case the seller shall not be liable to pay damages to the buyer.

28. Subject to the provisions of paragraph 29, ownership of and risk for the goods shall pass to Buyer upon delivery, whereby refusal to cooperate in delivery as referred to in paragraph 22 shall be deemed delivery.

29. As long as the buyer has not paid the full amount of the purchase price with any additional costs, the seller reserves ownership of these goods, in which case the buyer shall be liable to the seller for any damage or destruction to or of the goods. If this reservation leads to actual repossession of the goods by the seller, the buyer will owe 25% of the invoice amount, excluding VAT, in addition to the actual costs incurred.

OVERVIEW

30. If the seller, through no fault of his own, is unable to deliver the purchased goods or perform the services at the time and place agreed upon, without the situation occurring as referred to under 21, the agreed delivery/performance period shall be extended by one month. If during that month the seller has not been able, through no fault of his own, to deliver the goods at the agreed place or to perform the agreed services, the agreement shall be dissolved without judicial intervention and none of the parties to the agreement shall be entitled to compensation of any kind, including loss of profit.

GUARANTEE OF PROPER DELIVERY/OPERATION

31. Seller shall do all that may reasonably be expected of him to ensure that sound products of good quality are delivered respectively the services are performed in a proper manner. In the absence of proper delivery/performance, a credit note will be issued for 5% of the invoice with a maximum of 250.00 euros.

WARRANTY

32. The seller shall be liable for defects in the goods delivered under the following conditions and subject to the following limitations. Delivered new goods are guaranteed for the period stated in the offer, from the date of delivery, against any defects in manufacturing, construction and material, provided that the seller is notified by the buyer within a period of 8 days after discovery thereof. Seller's warranty obligation shall be limited to supplementing, replacing or repairing, at Seller's discretion, without Seller being liable for any further compensation of any kind. The Buyer shall keep the goods in question available for inspection by Seller. The goods or parts thereof to be supplemented, replaced or repaired shall be sent to vendor carriage paid. Goods and/or parts replaced by the seller shall become its property. The warranty claim lapses in case of:

    • use of the goods in a manner other than in accordance with the manufacturer's instructions;

    • handling or use in a manner other than that considered normal for the goods;

    • repair, replacement of parts and similar actions by persons other than those designated or authorized by Seller;

    • damage caused by accident, force majeure or gross negligence in the performance of the work by the buyer or its employees;

The seller shall not be held to any warranty as long as the buyer has not fulfilled his payment obligation in full,

LIABILITY

33. The Buyer indemnifies the Seller against all liabilities in connection with designs, illustrations, drawings, measurements, models and the like used and/or affixed by the Seller at the Buyer's request and whether or not supplied to the Seller by the Buyer. All this is without prejudice to the intellectual, industrial and related property rights of the seller and/or its suppliers with respect to the goods supplied.

34. All goods, including those sold carriage paid, shall travel at the buyer's risk. Undertakings, entered into towards third parties, shall not alter this and shall be deemed accepted in the interest and for the account of the buyer.

35. Unless the buyer timely requests the seller to insure the goods during transport at his expense, the goods shall travel uninsured.

36. Unless the damage is covered by insurance taken out by the seller or the damage is actually recoverable from
the supplier of the seller or another third party, the seller excludes all liability vis-à-vis the buyer, barring intent or gross negligence bordering on intent, insofar as this would lead to an obligation to pay compensation that exceeds the net amount invoiced. This applies to both contractual and statutory liability for damage suffered by the buyer directly or indirectly as a result of the purchase, presence or use by himself or others of the goods purchased, or in any other way, which conditional and limited exclusion of liability applies mutatis mutandis to the provision of some services.

37. Under the same conditional and restrictive conditions and circumstances as referred to under 36, the buyer shall indemnify the seller against claims for damages brought by third parties against the seller in respect of the goods sold to or services performed for the buyer.

38. Seller is in no way liable for the use of trademark/image rights or any other intellectual property of third parties.

APPLICABLE LAW

39. Belgian law shall apply to agreements concluded under these general terms and conditions.

DISCLOSED

40. For disputes arising directly or indirectly from an agreement concluded under these general terms and conditions, the Corporate Court of Ghent shall have exclusive jurisdiction to the exclusion of other authorities insofar as disputes belong to the competence of the Corporate Court. For disputes not belonging to the competence of the Corporate Court, the court that is competent for such disputes in the place of business of the seller shall be competent to the exclusion of other authorities.

41. Apart from the provisions of paragraph 40, the seller retains the right to sue the buyer before the competent court of the buyer's domicile.