COMPOSIL EUROPE SA/NV

Article 1. Application of the General Conditions

1.1. All services and sales of products, equipment, and various supplies are carried out according to these general conditions; by placing an order, the client automatically accepts the application of these general conditions and waives any other terms and conditions they may have.

1.2. In the absence of any specific conditions expressly agreed upon in writing by the parties, these general conditions will be considered fully accepted and without any derogation by those who receive them without protest.

Article 2. Submission of Offers, Orders

2.1. Offers, whether verbal or written, from Composil Europe are valid for a period of thirty days from their submission. They must be accepted in their entirety, unless otherwise agreed upon in writing.

2.2. In principle, any order from the client must be sent in writing. However, if services and/or product deliveries have been provided by Composil Europe before receiving the written order, the latter will be deemed to have been sent by the client, under the exact conditions of Composil Europe's offer, in the absence of any objection within 8 days of the provision or delivery.

Article 3. Transfer of Ownership and Transfer of Risks

3.1. The ownership of the delivered products and supplies will only be transferred to the client after full payment of the invoice. Until full payment of the invoice, the products and supplies will remain the property of Composil Europe, who reserves the right, formally accepted by the client, to reclaim them wherever they may be, even without prior authorization from the court.

3.2. However, upon availability of these products, materials, etc., whether picked up by the client or a carrier on behalf of the client, the latter will be solely responsible for the risks related to damage, alteration, or loss of the goods, with an immediate transfer of risks expressly agreed upon by the parties.

Article 4. Delivery and Execution Deadlines. Conditions of Execution

4.1. All delivery and execution deadlines are given for information purposes.

4.2. Unless expressly agreed upon in writing, non-compliance with the indicated deadlines cannot lead to contract termination, compensation, or any claim by the client. The same applies to the planned start date of services.

4.3. The client formally commits to clear the premises of service or delivery, so that they are easily accessible for Composil Europe, who reserves the right to either cancel the service or delivery or request an additional price if the layout or access to the premises becomes more difficult due to the client.

Article 5. Claims

5.1. For a claim to be valid, it must be communicated to Composil Europe by registered letter within eight days following product delivery or service execution. If the client does not take delivery of the goods, the eight-day period will start upon receipt of a notification of availability or any other equivalent document, including the invoice.

5.2. The absence of any objection according to the aforementioned modalities implies the unconditional and unreserved acceptance of the service and delivery, both in quantity and quality. The use, even partial, of the products, materials, etc., will automatically result in their definitive acceptance.

Article 6. Payments

6.1. Unless otherwise agreed in writing, all invoices are payable immediately upon receipt.

6.2. If payment terms have been granted, whether in writing or verbally, Composil Europe reserves the right to revert to immediate payment with a three-month notice sent to the client by registered letter.

6.3. Non-payment of an invoice on its contractual due date will automatically incur an interest rate of 1% per month and a flat-rate contractual indemnity of 10% of the invoice amount, with a minimum of €100.

6.4. Furthermore, non-payment of an invoice on its contractual due date will also result, automatically and without notice, in the immediate and full exigibility of all invoices issued, even if not yet due. In this case, Composil Europe also reserves the right to cancel all orders and/or ongoing services.

Article 7: Liability

7.1. If the liability of Composil Europe should or could be called into question by or towards a third party, the client undertakes to notify Composil Europe immediately and refrains from taking any action that could suggest any liability, in any capacity, on the part of Composil Europe.

7.2. In the event of an incident or judicial proceedings, the client agrees to provide any necessary assistance to Composil Europe for the defense of its interests.

Article 8: Applicable Law. Jurisdiction

8.1. This contract is fully and exclusively governed by Belgian law.

8.2. Any dispute concerning the existence, interpretation, and execution of this contract falls under the exclusive jurisdiction of the Courts and Tribunals of the registered office of Composil Europe. This jurisdiction clause is also valid in case of multiple defendants or in case of a compulsory intervention and guarantee action.