Sales conditions

These general terms and conditions apply to all quotations, offers, orders, purchase and sales agreements and deliveries of, at, with and by Indufarm N.V.

ART 1. ORDER CONFIRMATION

1.1 Only an order confirmation signed by Indufarm lmtd. shall bind Indufarm lmtd. It is executed in accordance with the general terms and conditions included in the order form and/or invoices, to the exclusion of the customer's own terms and conditions, even if these are communicated afterwards.

1.2 The sales agreement shall only come into effect after written confirmation by Indufarm LMTD. A start of execution shall be deemed to be confirmation unless it is made under reservation.

1.3 Orders taken by a representative, appointee or employee of Indufarm LMTD. shall only be valid after written confirmation by an authorised person who can commit the company to this.

1.4 Any cancellation of the order must be made in writing. It is valid only upon written acceptance by the seller. In case of cancellation, the customer shall owe a fixed compensation of 30% of the price of the order. This compensation covers fixed and variable costs and possible loss of profit.  If the order is already in production, the total price must be paid.

ART 2.  DESCRIPTION OF THE GOODS TO BE DELIVERED

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

ART 3. PRICE

The price shall be as stated in the offer, quotation and order confirmation, unless the seller is forced to adjust it to the evolution of its fixed and/or variable costs as a result of changes in their structure (raw materials, wages, energy, etc.) Any price revisions shall be made in accordance with the legally permitted standards. In this case, the new price as stated on the front of the invoice shall apply.

ART 4. DELIVERY

4.1 The goods are considered to be delivered on departure and always travel at the expense and risk of the buyer.

4.2 Delivery periods and application deadlines are provided by way of information only and are therefore not binding.

4.3 Delays in delivery or application can never give rise to penalties, damages or dissolution of the agreement.

ART 5. CONTROL COMPLAINTS

5.1 Each delivery is checked immediately after receipt by the customer. Complaints, comments or disputes are only accepted insofar as they are submitted in writing and by registered letter to the registered office of Indufarm LMTD. within 3 days of delivery of the goods. The use, even of a part of the delivery, assumes its approval.

5.2 Indufarm LMTD.'s responsibility shall in any case be limited to replacing goods which are not in conformity with the conditions of sale without being liable for any additional compensation.

5.3. Goods delivered may only be returned with the written consent of Indufarm LMTD. The return shipment to the warehouse of Indufarm LMTD., the transport costs and the risk of replacement shall be borne by the customer.

ART 6. TRANSFER OF OWNERSHIP

6.1 The goods delivered shall remain the property of the seller until full payment of principal, costs and interest.

6.2 Delivery takes place, as already stated, at the risk of the buyer, who must insure himself against possible damage.

ART 7. PAYMENT

7.1 Invoices shall be payable in cash without discount at the registered office of Indufarm LMTD. and in Euros, regardless of the method of payment and even if Indufarm LMTD. draws bills of exchange on the purchaser or has them received by financial institutions.

7.2 If Indufarm LMTD. were to accept bills of exchange in payment for goods sold, this shall not bring about a novation of debt and shall not give rise to a change in the clauses of these terms and conditions.

7.3. In the event of non-payment of the invoiced amounts on the due date, by operation of law and without the need for prior

7.3 In the event of non-payment of the invoiced amounts on the due date, interest at the interest rate in accordance with the Late Payment Act (for companies) or at the legal interest rate (for private individuals) on the unpaid amounts.

7.4 From the due date of the invoice, a lump-sum compensation of 10% on the unpaid invoice amounts, with a minimum of 125 euros and a maximum of 3,000 euros, shall be due ipso jure and without prior notice of default, in addition to all interest and any costs, collection costs or legal fees.

7.5 Non-payment of an invoice or bill of exchange on the due date renders the payment of all other amounts due immediately payable and allows Indufarm LMTD. to refuse delivery of all current orders.

ART 8. Applicable law - settlement of disputes

8.1. All offers, agreements and commitments arising from them are governed exclusively by Belgian law.

8.2. All disputes are subject to the exclusive jurisdiction of the courts of the judicial district of Ghent, Ghent division.