General Conditions of Sales – RGPD – Private Life

GENERAL TERMS AND CONDITIONS OF SALE

ARTICLE 1 – APPLICATION OF THESE GENERAL CONDITIONS

These terms and conditions (the “terms”) shall exclusively govern the sale and purchase of all products (the “Goods”) sold by ESBE International sa, head office avenue Moliere 329, 1180 Brussels, Belgium, VAT number BE0437.985.682, or affiliated companies (the “Seller”) and supersede and replace any other terms or conditions stipulated or referred to by a buyer of the Goods (the “Buyer”) in any document.

By signing the order or the agreement, the Buyer expressly acknowledges having read and understood the terms. The placement of any order involves the full acceptance by the Buyer of the terms, and waiver of its own general terms and conditions (even its own terms that are incompatible with the Seller’s terms).

These terms are the entire agreement between the parties. They cancel and supersede all prior letters, proposals, offers and agreements. Any agreements derogatory or supplementary to these terms must be concluded by a writing signed by both parties. Oral or tacit agreements will have no juridical effect.

The fact that the Seller does not avail itself at a given time of any of these terms may not be deemed a modification of the terms, nor a waiver of the same or any of the terms.

ARTICLE 2 – PROPOSALS

All the offers and quotes of the Seller are non-binding, unless otherwise provided by the Seller.

The catalogues and price lists of the Seller may not be considered as firm offers of the models, pieces and goods therein indicated. The Seller is bound only by its express acceptance of an order in accordance with article 3.2.

ARTICLE 3 – ORDERS

3.1. To be valid, an order must be placed in writing by the Buyer. Any order placed by the Buyer is irrevocable for the Buyer.

However, the previous paragraph notwithstanding, where the Buyer has made its order subject to the delivery by the Seller of a counter-sample, the order of the Buyer shall become irrevocable only in the absence of claim by the Buyer within eight days from the delivery of that counter-sample.

In particular, the Buyer waives any legal, reglementary or other provision of the State of its place of business which would allow to revoke the order or reject the Goods ordered, and remains at any even liable for the payment of the price.

3.2. The contract shall only be concluded after written acceptance of the order by the Seller. The Seller reserves the right not to accept an order.

Acceptance of the order by the Seller results either from a written statement by the Seller, by letter, by e-mail, or any other means of written communication or from the sending of the Goods ordered.

ARTICLE 4 –DELIVERY – TRANSFER OF THE RISK – CHANGE OF CIRCUMSTANCES

4.1. Unless otherwise agreed in writing, delivery to the Buyer or the carrier designated by the Buyer shall constitute delivery. Upon delivery of the Goods, all risks are for the account of the Buyer.

4.2. Any dates specified by Seller for delivery of the Goods are an estimate and time for delivery shall not be of the essence unless otherwise agreed in writing and Seller shall, to the extent permitted by law, not be liable for any delay in delivery.

However, the Buyer may terminate the contract in the limits indicated in the order if the Goods are not delivered in the month following the date provided in the order, without the Buyer being further allowed to claim damages or bring any action whatsoever against the Seller.

In case of delivery of a portion only of the Goods in the time indicated in the order, the Buyer shall have to accept these Goods and shall be liable for the payment of the price of such Goods.

4.3. Circumstances beyond the control of the Seller, which are of such nature that the fulfilment of the order can no longer be reasonably expected from the Seller, as well as cases of force majeure, as stipulated in Article 5 below, which make the supply of the Goods impossible, difficult or significantly more expensive than at the time of the conclusion of the contract, entitle the Seller to withdraw from the contract in whole or in part.

ARTICLE 5 – FORCE MAJEURE

In the event of force majeure, the Seller may cancel, totally or partially, any order, and no price shall be due by the Buyer for the portion so cancelled, or defer the performance thereof, without the Buyer being then allowed to avail itself of the right of termination provided in the article 4.2. above, claim damages or bring any action against the Seller.

Force majeure means any unexpected event which hinders, complicates or delays the normal performance of the agreement and, among others, without this recital being exhaustive: a strike, a lockout, a governmental decision, a terrorist act, a revolt, a riot, a fire, a shipwreck, a boarding, a force call, a rerouting, an epidemic, a natural disaster, as well as any other event affecting the manufacture, the transportation or the delivery of the Goods.

ARTICLE 6 –COMPLAINTS – DEFECTS

6.1. The Buyer shall inspect the Goods immediately upon delivery in order to verify that the Goods are in conformity with the contractual specifications and in conformity with the provisions stipulated on the package or on the label and shall, if applicable and under penalty of forfeiture, give written notice by registered mail with a sample of the defective goods to Seller of any claim with respect of any apparent default within seven days as of the delivery.

6.2. In the event of hidden defects not having been evidenced during the inspection made by the Buyer at the time of the delivery as mentioned above, no claim shall be accepted by the Seller if not notified in writing to the Seller with a sample of the defective goods within seven days following the date the hidden effect has been evidenced and in any event within 6 months of the date of delivery, under penalty of forfeiture.

Failure of the Buyer to give such written notice within such delays shall constitute an irrevocable acceptance of the Goods by the Buyer. Upon making any such claim the Buyer shall not further use the Goods and shall retain the Goods for inspection by the Seller or its representative.

6.3. Conformity with the contract is determined with regards to the state of the goods at the time of transfer of the risks.

Minimal tolerances, usual or technically unavoidable defects, minor differences in quality, color, measure or finishing, as well as minor changes of the Goods from the sample, which do not render them unfit for normal commercial use of the particular purpose expressly specified by the contract do not constitute a ground for complaints.

6.4. Defects which would warrant the rejection of the Goods by the Buyer shall only oblige the Seller to the pure and simple replacement of the Goods rejected, without other damages whatsoever.

The Seller shall have three months from the receipt of the returned Goods for such replacement, with a prior writing stating the causes of the return.

If the returns of the Goods do not meet the conditions of article 6, the Seller may store the Goods or keep them at the disposal of the Buyer, at the expense and at the risks and for the account of the Buyer.

ARTICLE 7 – PAYMENT

Unless otherwise agreed, all invoices are payable in the currency stated on the invoice within thirty (30) days after the date of invoice to the account indicated on the invoice. Any claim in connection with an invoice must be notified within 7 days following its reception, otherwise it will not be taken into consideration and the invoice will be deemed accepted.

The date of payment is that of the day when the account of the Seller is credited.

Invoices must be paid when due notwithstanding any alleged claims that the Buyer would indicate for late or defective performance. These claims may not be set against the request of payment of the invoices and must subject to separate proceedings.

If the Seller, acting reasonably, determines that the financial position of the Buyer has become impaired or otherwise unsatisfactory to the Seller, the Seller may require advance payment or the posting of security by the Buyer, and the Seller may withhold shipments until the Buyer makes such payments or posts such security.

ARTICLE 8 – LATE PAYMENTS

The sole maturity of a debt constitutes notice to pay, without the Seller having to notify the Buyer of any injunction whatsoever.

In case of late payment, the Buyer shall be ipso facto liable for the interests for late payments at the rate of 1% per month since the first day of maturity until the end of the month during which the payment has been made. The interests for late payment cover the financial prejudice resulting from late payment.

In addition, the Buyer will be liable for the payment of a lump sum equal to 12% of the amounts due with a minimum of 100 €. This sum covers the administrative prejudice resulting from late payment.

ARTICLE 9 – DEFAULT OF THE BUYER – RIGHT TO TERMINATION

In case of payment default by the Buyer or if the Buyer becomes insolvent, files for bankruptcy or commences or becomes subject to any bankruptcy, reorganisation, assignment for the benefit of creditors or similar proceedings, the Seller shall, at its sole option, be entitled to: (i) hold the shipment of any Goods ordered by the Buyer until the Buyer makes such payments; and/or (ii) require from Buyer immediate payment of any additional Goods ordered by Buyer prior to their shipment and /or (iii) in case such failure continues for 15 days after Buyer's receipt of written notice of non- payment terminate the outstanding agreements without notice, for breach of contract by the Buyer.

Without prejudice to the foregoing, the Seller may terminate any order or contract with immediate effect upon written notice to the Buyer if the Buyer

(i) remains in default of payment of any amount on its due date and such default continues for fifteen (15) days following the date of sending a formal notice;

(ii) has otherwise failed to comply with its obligations, in whole or in part, and such failure continues for fifteen (15) days after the date of sending of a formal notice; or

(iii) becomes insolvent, files for bankruptcy or commences or becomes subject to any bankruptcy, reorganisation, assignment for the benefit of creditors or similar proceedings.

In addition to all other remedies available Buyer shall reimburse Seller for all reasonable costs incurred in collecting any overdue debt, including, without limitation, reasonable attorneys' fees, legal and non-legal costs. The Seller shall justify to Buyer all costs incurred in collecting the overdue debt, exceeding the lump-sum allowance for recovery.

ARTICLE 10 – RETENTION OF TITLE TO THE GOODS

The goods sold remain the sole property of the Seller until full payment of the amount due, including any damages, costs, interest and duties.

Until such time as ownership in the Goods has passed to the Buyer, the Buyer shall ensure that the Goods (i) are kept and maintained in good condition at no cost of the Seller, (ii) are stored separately or marked so that they may be readily identified as the property of the Seller, (iii) are not subject of any charge, pledge or lien, and (iv) are insured for their full replacement value against all risks.

ARTICLE 11 – LIMITED WARRANTY- LIMITATION OF LIABILITY:

11.1. The Seller warrants to the Buyer that the Goods supplied will conform to the contractual specifications and to the provisions stipulated on the package or on the label.

The Seller disclaims any warranty whatsoever express or implied with respect to the Goods, including any warranty of merchantability, fitness for a particular purpose by reason of any use the Buyer makes of the Goods whether used alone or in combination with any other substance or in any process. All representations and warranties provided by non-mandatory applicable laws are expressly excluded and contractually waived by the Buyer.

11.2. Any justified claim with respect to the Goods is limited to replacing, reworking or repairing defective or non-compliant Goods or, at the option of the Seller, crediting the Buyer, in full or in part, for the amount of the invoice for the Goods concerned.

In no event will Seller have liability to the Buyer arising out of or relating to any breach of these Terms or the Goods, for any incidental, consequential, exemplary or special damages, either direct or indirect, including but not limited to, loss of profits or revenue, diminution in value, machine stoppage, recall or rework.

In any case, the Seller's aggregate liability to the Buyer for claims and damages, whether under breach of warranty, tort or any other cause whatsoever, shall in no event exceed the total of the purchase price for the Goods which gave rise to the Buyer's claim.

11.3. No action bases on the contract may be brought, for any cause whatsoever more than one year after the cause of action has occurred.

ARTICLE 12 – APPLICABLE LAW

The contract is governed by Belgian law, including, for international sales, the uniform acts of July 1st 1964 on the international sale of tangible personal property and on the formation of the contracts of international sale, or from the time when it will be in force in Belgium, the Vienna Convention of April 11 1980 on the contracts of international sale of goods.

THE ARTICLE 13 – JURISDICTION

Suits relating to the sales by the Seller must be brought before the courts of Brussels, which have exclusive jurisdiction, even if there are several defendants of claims in guarantee filed against third parties. The Seller may however, as a plaintiff and at its sole option, bring the suit before the courts of the registered office of the Buyer.

ARTICLE 14 - EXCLUSION OF LIABILITY OF THE AGENT

To the fullest extent permitted by law (including in cases of gross negligence), by entering into a contract with the Seller, the Buyer waives the right to bring any action for non-contractual liability related to the formation, performance, and termination of the contract between them and the Seller and its auxiliaries, including its directors, employees, and subcontractors.