General Terms and Conditions of Sale

These general terms and conditions apply to all offers, quotations, orders, purchase and sales agreements, and deliveries made by, to, with, and through Indufarm S.A.

Article 1 – Order Confirmation

1.1 Only an order confirmation signed by Indufarm S.A. shall be binding on the company. Execution shall take place in accordance with the general terms and conditions stated on the purchase order and/or invoice, to the exclusion of the customer’s own terms and conditions, even if these are communicated at a later date.

1.2 The sales contract shall only come into effect after written confirmation by Indufarm S.A. Commencement of execution shall be deemed confirmation, unless expressly carried out under reservation.

1.3 Orders placed by a representative, agent, or employee of Indufarm S.A. are valid only after written confirmation by an authorised person empowered to bind the company.

1.4 Any cancellation of an order must be made in writing and shall only be valid upon written acceptance by the seller. In the event of cancellation, the customer shall owe a fixed compensation of 30% of the order value, covering fixed and variable costs as well as any loss of profit. If the order is already in production, the full price shall remain payable. Custom-made orders must also be paid in full.

Article 2 – Description of Goods to be Delivered

The goods shall be delivered as specified in the purchase order or as stated on the front of the invoice.

Article 3 – Price

The price is as stated in the offer, quotation, or order confirmation, unless the seller is compelled to adjust it due to changes in fixed and/or variable costs resulting from a change in their structure (raw materials, wages, energy, etc.). Any price revision shall be made in accordance with applicable legal provisions. In such cases, the new price stated on the front of the invoice shall apply.

Article 4 – Delivery

4.1 Goods are deemed delivered at the point of dispatch and always travel at the expense and risk of the buyer.

4.2 Delivery or application times are provided for information purposes only and are therefore not binding.

4.3 Delays in delivery or application shall in no event give rise to penalties, damages, or termination of the contract.

Article 5 – Inspection and Complaints

5.1 Each delivery must be inspected immediately by the customer. Complaints, remarks, or disputes will only be accepted if submitted in writing to the registered office of Indufarm S.A. within 7 days of delivery. The use, even partial, of the disputed goods shall be deemed acceptance thereof.

5.2 Indufarm S.A.’s liability is in all cases limited to the replacement of goods that are not in conformity with the sales conditions, without any obligation to pay additional compensation.

5.3 The return of delivered goods is only permitted with the prior written consent of Indufarm S.A. The return to Indufarm S.A.’s warehouse, as well as transport costs and associated risks, shall be borne by the customer.

Article 6 – Transfer of Ownership

6.1 Delivered goods remain the property of the seller until full payment of the principal, costs, and interest has been made.

6.2 Delivery is made, as stated, at the buyer’s risk, who must insure against any possible damage.

Article 7 – Payment

7.1 Invoices are payable, without discount, in euros to Indufarm S.A.’s bank account, even if Indufarm S.A. draws bills of exchange on the buyer or has them collected by financial institutions.

7.2 Acceptance by Indufarm S.A. of bills of exchange in payment for goods sold does not constitute a novation of debt and shall in no way alter the clauses of these conditions.

7.3 Invoiced amounts shall, by operation of law and without prior notice of default, bear interest at a rate of 10% per annum from the due date of the invoice until full payment is made.

7.4 Non-payment of an invoice or bill of exchange on its due date shall make all other outstanding amounts immediately payable and entitles Indufarm S.A. to refuse delivery of all current orders.

7.5 In the event of non-payment of invoiced amounts by the due date, a fixed compensation of 10% of the unpaid amounts, with a minimum of €125, shall be payable by operation of law and without prior notice, in addition to interest and any other costs, including collection and legal costs.

Article 8 – Applicable Law and Jurisdiction

8.1 All contracts, offers, and obligations arising therefrom are governed exclusively by Belgian law.

8.2 All disputes shall fall under the exclusive jurisdiction of the courts of the judicial district of Ghent, Ghent division.