GENERAL TERMS AND CONDITIONS OF SALE OF PAUMELLES LIEGEOISES S.A

Article 1

1. In order to ensure the continuous improvement of its products, PAUMELLES LIEGEOISES S.A. reserves the right to modify the technical features of its manufactures at any time and without prior notice.

2. The drawings, photographs, illustrations and texts included in the company’s prospectuses, on its website or all and any other communication media are strictly indicative in nature and do not entail any kind of commitment on the part of PAUMELLES LIEGEOISES S.A.                         3. All and any reproduction or representation, even partial, through any which means, of drawings, photographs, illustrations and texts included in the company’s prospectuses, its website, or all and any other communication media without the prior, express and written permission from PAUMELLES LIEGEOISES S.A. is prohibited. 

Article 2 - Scope of application of the General Terms and Conditions

 1. The present general terms and conditions apply to the whole of the business relations between PAUMELLES LIEGEOISES S.A. and its customers from the trade, hereinafter referred to as ‘the Customers’ or as ‘the Customer’. In the event where PAUMELLES LIEGEOISES S.A. on an exceptional basis should be made to engage in precontractual and/or contractual relations with one or several consumer(s) within the meaning of article I.1, 2° and of Volume VI of the Economic Law Code (hereinafter referred to as ‘consumer’), derogations shall be made to the present general terms and conditions in order to ensure the effective protection of the consumer as provided for under the said legislation. 

2. The orders submitted to PAUMELLES LIEGEOISES S.A. and the assignments handled by PAUMELLES LIEGEOISES S.A. shall be exclusively governed by the present general terms and conditions, which shall exclude the application of all and any clauses specified in or on all or any Customer documents regardless of nature insofar as the said clauses should be contrary or add to the present general terms and conditions without the express and written consent of PAUMELLES LIEGEOISES S.A.

3. The customers and PAUMELLES LIEGEOISES S.A. hereby mutually recognise one 

another’s capacity as professionals who have the relevant expertise in the area of the products, materials and services sold. 

Article 3 - Orders

All orders must be submitted in writing. The sale shall be established only upon the acceptance of the order by PAUMELLES LIEGEOISES S.A. On no account may such acceptance may be presumed.

Article 4 - Prices and preferential terms

1. The prices specified in PAUMELLES LIEGEOISES S.A.’s prospectuses, price lists, the company website and e-commerce sites are in euros and exclusive of VAT. Unless agreed otherwise in writing, the said prices apply ex-works PAUMELLES LIEGEOISES S.A.

2. Any preferential terms that may be awarded by PAUMELLES LIEGEOISES S.A.’s technical sales representatives to the company’s Customers are to be confirmed in writing. In case there is a dispute over preferential terms, only the offers confirmed in writing by PAUMELLES LIEGEOISES S.A. shall be accepted in evidence. 

Article 5 - Costs

1. Any delivery costs shall be at the charge of the Customer.                                                 2. The goods can also be express dispatched. In said case, the cost of carriage involved in any such mode of transport shall be at the charge of the Customer.                                                        3. All costs relating to transport, inspection, visa or customs formalities and specific packaging shall be at the charge of the Customer and billed to him accordingly. 

Article 6 - Payment

     1. Bar any clauses to the contrary set forth in the contract or under the present general terms and conditions of sale, all invoices raised by PAUMELLES LIEGEOISES S.A. shall be payable in euro, in cash, without discount, at the registered office of PAUMELLES LIEGEOISES S.A. In no event are any intermediaries, representatives or subcontractors of PAUMELLES LIEGEOISES S.A.’s authorised to accept payments from Customers and/or to issue valid receipts thereof. 

2. Payment by cheque is not accepted.

3. However, a 1% discount may be applied, pursuant to specific terms and conditions and at PAUMELLES LIEGEOISES S.A.’s discretion, for advanced payment. This discount rate is specified on the invoice. In case a discount is deducted, only the VAT corresponding to the price effectively paid shall entitle the payer to said deduction. In derogation from the above, no discount shall be granted over the first invoice raised to a new customer nor over invoices for a sum of less than 350 € excluding VAT.                                                                             4. In case of export sales, the goods must be paid to irrevocable effect prior to shipping by letter of credit and confirmed by a leading bank operating in Belgium. 

5. By operation of law and without prior notice of default, total of partial default of payment of any invoice upon the maturity date shall attract:

- a default interest at the rate of 12% per annum;

- said 12% per annum interest rate shall be substituted by the interest rate set out under article 5 of the Act dated 2 August 2002 on the fight against payment arrears in commercial transactions, in the event the latter should prove higher;

- a flat-rate sum in compensation to the amount of 10% of the balance left unpaid with a minimum of 250 €; 

- a sum in compensation for the recovery expenses incurred in compliance with article 6 of the Act dated 2 August 2002 on the fight against payment arrears in commercial transactions in the event a default interest is payable in compliance with the provisions of the said Act.

6. By derogation from member 4 of the present article, in cases where the Customer is operating in a capacity as a consumer, by operation of law and without prior notice of default total or partial default of payment of any invoice upon the maturity date shall attract: 

- a default interest at the rate of 7% per annum; 

- a flat-rate sum in compensation to the amount of 10% of the balance left unpaid. 

The penalties intended in the above paragraph shall equally apply to PAUMELLES LIEGEOISES S.A. if the latter should be in default of performance of its obligations vis-à-vis the Customer/ consumer.

7. All disputes relating to invoices must be duly motivated and sent in to PAUMELLES LIEGEOISES S.A. within 7 calendar days from the date of the invoice by letter sent by recorded delivery or by fax. This time limit is extended to fifteen working days if the Customer is a consumer. Beyond this time limit, no protests shall be admissible. 

Article 7 - Delivery times

1. All delivery times as communicated to Customers are indicative. Delays in regards to the indicative delivery time shall not occasion the cancellation of the sale. 

2. However, if the delay in delivery exceeds 30 calendar days, the Customer shall be within his rights to unilaterally terminate the sales agreement upon the expiry of a 15calendar day period following receipt of the notice of default he is to have addressed to PAUMELLES LIEGEOISES S.A. by registered delivery and provided the latter has failed to make the delivery within this 15-calendar day period. 

Article 8 - Reservation of title of ownership - Transfer of risk

1. The title of ownership over the goods delivered shall continue to rest with PAUMELLES LIEGEOISES S.A. until payment of the principal sum, costs, interests and any sums in compensation relating thereto has been paid in full. In default of payment of the sums owed, PAUMELLES LIEGEOISES S.A. shall be within its rights to take back the goods sold at the Customer’s expense. 

2. Until he has remitted payment in full of the invoice amount, the Customer shall not be allowed to either resell, pledge or assign the goods to any kind of surety without the prior and written consent of PAUMELLES LIEGEOISES S.A. The Customer undertakes to notify PAUMELLES LIEGEOISES S.A. of any seizure by a third party of the products delivered, the price of which has not been paid in full. Similarly, the Customer undertakes to notify PAUMELLES LIEGEOISES S.A. if the goods should be stored in a location rented by the Customer or a third party and to provide PAUMELLES LIEGEOISES S.A. with full contact details of the landlord thereof. 

3. The risks shall transfer to the Customer as soon as the goods sold have been placed at his disposal, or at the disposal of his designees or the disposal of the carrier. In the event the contract was concluded with a consumer, article VI.44 of the Economic Law Code shall apply.

Article 9 - Transport - Goods reception and complaints

1. The transport of the goods shall be at the risk of Customer/consignee. 

2. In case of dispute over the delivery made by the carrier, it is incumbent on the consignee, on pain of inadmissibility of his complaint addressed to PAUMELLES LIEGEOISES S.A.: 

- to record the problem encountered on the carrier’s delivery receipt note (for 

example: wet parcels, broken parcels, missing parcels, etc.….). In no event shall the 

Customer be permitted to express reservations on the basis of assumptions with the 

goods effectively remaining to be unpacked (for example, by recording the phrase ‘under reservation of unpacking’); 

- to confirm to the carrier – not to PAUMELLES LIEGEOISES S.A. – within three 

working days following delivery, the reservations expressed on the delivery note, by letter sent by recorded delivery with acknowledgement of receipt, a copy of which is to be sent to PAUMELLES LIEGEOISES S.A.; 

- to transmit the original of the delivery receipt note, as well as the copy of the letter 

sent by recorded delivery addressed to the carrier, to PAUMELLES LIEGEOISES S.A. as soon as possible.

3. If the Customer fails to scrupulously abide by all of the formalities outlined above, the complaint addressed to PAUMELLES LIEGEOISES S.A. shall not be considered. 

4. It is incumbent on the Customer to inspect the products delivered immediately at the time of delivery in order to verify their conformity with the products intended under the sales agreement and to check for any visible flaws. The Customer is to report any flaws or defects found to PAUMELLES LIEGEOISES S.A. within three working days following the date of goods reception, producing all supporting elements aimed at establishing the existence of such a flaw or defect. This time limit is extended to fifteen working days if the customer is a consumer. If the Customer fails to report the existence of a visible flaw or defect to PAUMELLES LIEGEOISES S.A. within three working days following the date of goods reception, the Customer shall be presumed to cover any such flaw or defect. In addition, the Customer is required to enable PAUMELLES LIEGEOISES S.A. to establish the purported flaw for itself and to remedy matters where appropriate. 

The present provision does not detract from the guarantee for consumer goods for consumers pursuant to articles 1649bis to 1649octies of the Civil Code.

Article 10 - Liability

1. Other than as a result of wilful misrepresentation, gross negligence or failure to perform a material obligation under the terms of the contract, PAUMELLES LIEGEOISES S.A.’s liability cannot be prejudiced. 

2. In addition, the customers from the trade have appropriate expertise relating to the products sold by PAUMELLES LIEGEOISES S.A. in such a way that the Customer bears full responsibility for choosing the appropriate products, the way in which the products are to be incorporated into assemblies and the proper use of the said products, in compliance with best practices and applicable regulations. 

3. The parties hereby expressly acknowledge that the obligations incumbent on PAUMELLES LIEGEOISES S.A. are best efforts obligations. In no event shall PAUMELLES LIEGEOISES S.A. be bound in any way, shape or form by the final result expected by the Customer. 

Article 11 - Force majeure - Exceptional circumstances - Unforeseen circumstances

1. In the event of force majeure or exceptional circumstances, i.e. the occurrence of an event beyond the control of PAUMELLES LIEGEOISES S.A. making it impossible for the latter to perform all or part of its obligations, PAUMELLES LIEGEOISES S.A. shall be relieved from its obligations without owing damages or compensation in any shape or form. 

2. For the purpose of the application of the present clause, the events listed below shall be considered as instances of force majeure or as exceptional circumstances, constituting due grounds for the suspension or the extinction of PAUMELLES LIEGEOISES S.A.’s obligations: fire, natural disasters and exceptional climatic events, labour disputes at the company’s subcontractors and suppliers, exceptional difficulties in and the impossibility of using the means of transport and transport channels, the forces or the chains of command of the Belgian, European or overseas public authorities, changes in Belgian, European or overseas regulations, accidents affecting manufacturing operations and the storage of the products, the total or partial stoppage of supplies, the bankruptcy of the carrier, machinery breakdown, war, acts of third parties or any external events that are such so as to delay, or prevent the performance of the commitments taken on, … 

3. If, due to circumstances beyond its control, PAUMELLES LIEGEOISES S.A. sees the performance of its obligations made impossible or simply more expensive, burdensome or more difficult, PAUMELLES LIEGEOISES S.A. and the Customer undertake to loyally negotiate an adaptation of the contractual terms in good faith with a view to restoring the contractual balance within 30 calendar days following the date of notification of such circumstances by PAUMELLES LIEGEOISES S.A. to the Customer. Failing an agreement within the time limit specified above, each of the parties shall be within its rights to unilaterally terminate the contract without owing any kind of compensation. 

Article 12 - Transfer and subcontracting

PAUMELLES LIEGEOISES S.A. reserves the right to transfer and to subcontract all or part of the rights deriving from the contract and the present general terms and conditions without the Customer’s agreement. 

« Article 13 - Privacy Policy

Customers acknowledge having read the privacy policy of the SA PAUMELLES LIEGEOISES (a copy of which can be found in the appendix or which can be consulted on the website: "https://www.paumelles-liegeoises.com"), having understood the terms and fully accept the content. "

Article 14 - Miscellaneous

1. No derogation or waiver of a provision contained in the present general terms and conditions can be considered as a waiver of the other clauses of these general terms and conditions, which shall continue to apply in full. 

2. If an invoice is raised made out to a third party at the request of the Customer, the Customer and the third party shall be jointly and severally bound to make payment of the said debt to PAUMELLES LIEGEOISES S.A.

3. The nullity or inapplicability of one of the clauses of the present general terms and conditions, or quotes or contracts shall not affect the validity or the applicability of the other clauses. In said case, the parties undertake to substitute the void or inapplicable clause by a lawfully valid clause that closely approximates the original business meaning of the void or inapplicable clause. If the parties fail to reach agreement thereon, the other clauses shall retain their validity in full and remain wholly applicable. 

Article 15 - Applicable law

The general terms and conditions, as well as all contracts or quotes to which the general terms and conditions, shall be exclusively governed by Belgian law. 

Article 16 - Courts of competent jurisdiction

Failing amicable settlement thereof, any disputes relating to the negotiations, formation, performance or the dissolution of the contractual relations between PAUMELLES LIEGEOISES S.A. and the Customer shall be brought before the courts and tribunals of Liège, Liège Division (Belgium) which shall have exclusive jurisdiction. If the dispute involves a consumer, the court of competent jurisdiction shall be determined in application of article 624, 1°, 2° or 4° of the Judicial Code.