Conditions générales de vente

1. Applicable conditions

The present General Conditions set out the entire between the client and SPIRIDON S.A. to the exclusion of the client’s general conditions. Unles prior writen consent is given by SPIRIDON S.A.

These Conditions are considered to tbe automatically acepted by the client on sale ordering of the goods.

If any provision of theses General Conditions is canceled or modified, all the other provisions of these General Conditions shall continue to be valid.

The parties expressly agree that they shal not contest the conformity or authenticity of an order made by telecopy or electronic mail

2. Others

Unless provided otherwise, SPIRIDON S.A.’s offers are only valid for the period expresslymentioned.

In the absence of expressed period of time, prices are valid for the very day of the consulation on the website and 30 days from the publication date of the catalogue folder or the release of the offer.

The price indicated by SPIRIDON S.A. relates to the sale product offered, to the exclusion of taxes, services and connected charges, such as transport costs, customs charges.

SPIRIDON S.A. is entitled to refuse to sell all or part of its products on the basis of the exclusivity granted in fact or in law, to one or several clients, or for any other legitimate reason.

As a general rule, SPIRIDON S.A. is not bound by its offers.

3. Definitive qnd irrevocable orders

Every order for the products and quality mentionned in the form is definitive and irrevocable towards the client. Every order is, however, subject to acceptance by SPIRIDON S.A. which is considered to have accepted if unless expressly refused by written notice within 30 days from reception of the order

4. Orders for a third party

Every person ordering for a third party or requesting to invoice to a third party is liable for this party in compliance with Article 1120 of Belgian Civil Code, even in case of abuse or excess of power. That person shall, in all cases, remain personally liable for the payment in the event that the third party does not execute its obligation on time or in case the third party is not completely identified.

5. Payment and payment modalities

Unless SPIRIDON S.A. expressly provides otherwise by prior and written notice, invoices are payable cash at SPIRIDON S.A.’s registered office, without any discount or compensation.

Cheques, drafts or other means of payment are exclusively payable at SPIRIDON S.A.’s registered office. Their acceptance does not imply novation.

SPIRIDON S.A. is entitled to request payment in advance, prior to the registration of the order or to the delivery, in case of negative information on the Client’s solvency or if previous invoices remain unpaid. Payment in advance shal be requested whenever the Client is established outside the Belgian territory.

All taxes, VAT, fees or charges shall always be paid by the Client.

When SPIRIDON S.A. considers that the Client’s credit is detenorating, SPIRIDON S.A. is entitled, even after partial dispatch of the goods, to require from the Client such garantee as SPIRIDON S.A. may think proper for the satisfactory fulfilment of the Client’s commitments. Should such guarantee not be forthcoming. SPIRIDON S.A. is entitled to consider the order as cancelled, notwithstanding the application of indemnities set fort at Article 9, al 4.

6. Late payment

In case of non-payment on due date, the due amount will produce by right and formal notice an annual interest of 12% from the invoice date until full payment of due amount.

Besides, the Client agrees that it shall be liable by right and without any formal notice to pay a fixed indemnity as administrative costs incurred by the late payment. The Client agrees to determine this indemnity at 12% of the unpaid amount (interests excluded), with a minimum of EUR 125.

Costs resulting from unpaid cheques and drafts are not taken into acount for calculating this indemnity and will be requested separately to the Client.

Likely, in case SPIRIDON S.A. must initiate judicial proceedings for the payment of all or part of due amounts, the Client shall pay not only all judicial costs but also an additional indemnity to cover SPIRIDON S.A.’s recovery costs of 20% of the value of the case, with a minimum of EUR 500.

The sole absence of payment of an invoice on due date as well as the non-compliance with the payment modalities hereunder entail the immediate payability of all other existing invoices and the cancellation of any agreed modalities to pay on a later date.

7. Transfer of ownership

The goods ordered remain SPIRIDON S.A.’s exclusive and inalienable ownership until complete payment by the Client of the principal and accessories. Partial payments could be kept by SPIRIDON S.A. to cover possible losses at resale.

In case of resale of goods owned by SPIRIDON S.A. ,even transformed, the Client transfers, as of now on, to SPIRIDON S.A. all rights and amounts receivable resulting from their resale.

Notwithstanding the application of the previous above Paragraphs, and unless provided otherwise. SPIRIDON S.A. shall bare all risks until specification of the goods, for example when goods are damaged or lost. The Client shall bare all risks after said specification of the goods.

Notwithstanding the aforesaid, SPIRIDON S.A. shall remain to request complete payment of the amount due by the Client.

8. Transport

Goods travel at the Client’s or the consignee’s risks, even if they are sent free of charge.

SPIRIDON S.A. shall not be liable whatsoever for the transport of the goods.

Upon foreclosure, any complaint must be made expressly and in writing on the transport document or the delivery receipt on reception of the goods. The Client shall thus open the parcels and verify the goods upon reception, together with the driver.

9. Delivery modalities

Unless expressly agreed otherwise by SPIRIDON S.A. the legal delivery is meant to occur at SPIRIDON S.A.’s registered office.

The actual place of delivery is indicated by the Client on the order form or is the last place known by SPIRIDON S.A. unless agrees otherwise.

Times of delivery are only indicative and delay in delivering the goods cannot have consequences whatsoever on the irrevocability of the order or give rise to indemnities or damages.

In case SPIRIDON S.A. is materially prevented from delivering the gods, without being responsible for such situation, the Client has the obligation to take delivery of the goods within 8 days after notice of their placing at his disposal by registered mail. Otherwise, the contract shall be automatically terminated at the Client’s fault. In that case, the Client shall pay an amount equal to 30% of the selling price, as damages, notwithstanding reimbursement of al other costs incurred by SPIRIDON S.A. (transport, …) and the possibility for SPIRIDON S.A. to show a bigger injury.

10. Conformity – responsibility

The goods are considered to be conformed to the goods delivered if the Client does not contest expressly and in writing on the transport document or the delivery receipt. Besides, to be taken into consideration, all complaints must be confirmed by registered mail within 48 hours from the reception of the goods, upon foreclosure.

The conformity of the goods shall be examined as regards their handmade aspects. The Client agrees not to be entitled to contest if, for example, the colour, weight or format are note conform to the good that was used as model, since differences, even significant, are contractually accepted.

In compliance with Article 1152 of the Civil Code, the parties expressly agree that if SPIRIDON S.A.’s liability is raised, it shall be limited to a reduction of the price invoiced for the goods concerned, proportionally to the gravity of the established fault, and possibly a renunciation of the payment. This indemnity shall entail acceptance by both parties to close definitively the case.

The Client has no recourse against SPIRIDON S.A. for non-conformity of the goods to European measures or else, and declares himself sole responsible for possible modifications that would be required to adapt to said measures.

Moreover, the Client agrees to exonerate SPIRIDON S.A. of its responsibility for defected goods. It shall pay all indemnities that SPIRIDON S.A. may be requested to pay to a third party on the basis of defected goods and renounces for himself and for his own clients to exercise recourses against SPIRIDON S.A.

The Client will also be sole responsible for modifications to the goods sold by SPIRIDON S.A.. SPIRIDON S.A. could not be held liable for their non-conform use.

11. Guarantee

Any event giving rise to liability must be declared in writing to SPIRIDON S.A. within 48 hours from its occurrence, upon foreclosure.

Any apparent or slight default is considered to be accepted unless contested at the reception of the goods.

SPIRIDON S.A.’s liability is anyway limited to the reparation of the direct prejudice resulting from its serious fault or intentional misbehavior of one of its employees.

In any case, the amount of the indemnity shall not exceed the value of the goods as damaged.

SPIRIDON S.A. shall not, in any case, be requested to provide a guarantee exceeding the guarantee of its own suppliers.

12. Applicable law and jurisdiction

Transactions between the parties are subject to the Vienna Convention of 11 April 1980 on Contracts for the International Sale of Goods approved by the Law of 4 September 1996 (Official Journal of 1st July 1997) as far as it does not derogate to the present Conditions and, subsidiary, to the Belgian law, to the exclusion of any other piece of regulation.

The parties agree to submit all disputes arising out of the present General Sales Conditions to the exclusive jurisdiction of the Brussels Courts, although SPIRIDON S.A. reserves the right to submit the dispute to the jurisdiction of the Courts of Tournai or the Courts of the defendant’s place of residence.