GENERAL TERMS AND CONDITIONS OF SALE

1. DEFINITIONS
1.1 “Buyer” means the legal entity that purchases Products from Goudezeune;
1.2 “Conditions” means the terms and conditions in this document;
1.3 “Confidential Information” means any information which is marked as
confidential or which is confidential or commercially valuable in nature or
content;
1.4 “Goudezeune” means GOUDEZEUNE BVBA, having its registered office in
Belgium, 3012 Wilsele-Putkapel, Oude Aarschotseweg 26, and registered
with the RPR/RPM under the number 0476.546.251;
1.5 “Parties” means Goudezeune and the Buyer;
1.6 “Price” means the price of the Products;
1.7 “Products” means all products sold by Goudezeune.

2. APPLICABILITY
2.1 These Conditions are applicable to all sales of Products by Goudezeune to
Buyer, to the exclusion of any and all other terms and conditions, in
particular any other terms and conditions issued by Buyer. Deviations or
variations from these Conditions shall only be binding if explicitly agreed
upon between the Parties in writing and duly signed by Goudezeune.
2.2 These Conditions are translated in several languages. In case of any
inconsistencies between the different language versions, the text of the
English version will prevail.

3. ORDERS
3.1 Orders placed by the Buyer should indicate:
(a) the Products to be delivered by Goudezeune;
(b) the requested place of delivery;
(c) the requested date of delivery.
3.2 Goudezeune shall be under no obligation to accept or confirm an order
placed by Buyer.
3.3 An order shall not be binding upon Goudezeune and Goudezeune shall have
no liability towards Buyer in respect of such order until the order has
explicitly been confirmed by Goudezeune in writing.
3.4 In the case of a contradiction between these Conditions and a confirmed
order, the terms mentioned in the confirmed order shall have precedence.

4. DELIVERY
4.1 Unless otherwise agreed between the Parties, the Products shall be
delivered to Buyer at the place of delivery specified in the order.
Goudezeune will endeavour to deliver the Products on the delivery date
requested by Buyer (as confirmed by Goudezeune), but the Parties explicitly
agree that the requested (and confirmed) delivery date is only indicative and
by no means binding on Goudezeune.
4.2 In the event of any change to the delivery date or the cancellation of any
order by Buyer after confirmation of the order by Goudezeune, Buyer shall
be liable to Goudezeune for all costs and expenses incurred by Goudezeune
as a result of such change or cancellation.
4.3 All packaging, transportation, customs and insurance costs in connection
with the delivery of the Products to Buyer shall be borne by Buyer.

5. PRICE
5.1 The execution of an order at a specific Price does not give the Buyer any
right to the same Price in relation to future orders.
5.2 Unless explicitly stated otherwise, the Price shall exclude VAT.

6. PAYMENT
6.1 The Price is payable within 30 days of the date of the invoice issued by
Goudezeune for the Products.
6.2 Buyer shall not be entitled to withhold payment of any amount due to
Goudezeune by reason of any payment to a third party, credit, set-off,
counter-claim, allegation of incorrect or defective Products or for any other
reason whatsoever which Buyer may allege excuses him from performing his
obligations under these Conditions.
6.3 Non-payment or incomplete payment of an invoice on its expiry date will
automatically, without any prior notice and as of right attract interest of 1.5%
per month on the outstanding amount, and EUR 75.00 on a flat-rate basis
per expired invoice for administrative costs. Each commenced month will be
charged as a complete month. This does not prejudice the other rights or
remedies that Goudezeune may have in case of non-payment by Buyer.
6.4 If Goudezeune deems it necessary, it shall have the right to request payment
from Buyer before or upon delivery of the Products.

7. TITLE AND RISK
7.1 Risk in the Products shall pass to Buyer upon delivery. However, title to the
Products shall remain with Goudezeune until Goudezeune has received full
payment of all sums due in respect of the Products and/or any other liabilities
Buyer has towards Goudezeune now or in the future. Upon non-payment or
incomplete payment of the invoice on its expiry date, Goudezeune reserves
the right to immediately take possession of the Products at issue,
irrespective of whether they already have been sold by the Buyer to a third
party or not, and irrespective of the place where they are stored.
7.2 Until title to the Products has passed to Buyer, Buyer shall:
(a) hold the Products on trust for Goudezeune;
(b) store the Products separately from all other products of Buyer or any
third party;
(c) not remove any batch number or other identification, or any notice that
the Products are Goudezeune’s property;

(d) maintain the Products in satisfactory condition; and
(e) keep the Products insured on Goudezeune’s behalf for their full
replacement value against all risks to the reasonable satisfaction of
Goudezeune (on request Buyer shall produce the policy of insurance
to Goudezeune).

8. RETURN POLICY
8.1 Provided Buyer has notified Goudezeune of any damage to the Products
within 5 working days of delivery, Buyer may return defective Products for an
exchange or a refund within 14 days of delivery. Buyer will bear the costs of
the return to Goudezeune.
8.2 Goudezeune may inspect all Products rejected or returned by Buyer to
determine whether the Products were damaged on delivery to Buyer.
8.3 Any non-defective Products returned to Goudezeune, or defective Products
returned over 14 days after delivery, will not be eligible for a refund or
exchange and will be returned to Buyer at Buyer’s cost. Goudezeune
reserves the right to charge Buyer for costs reasonably incurred in handling,
testing and returning non-defective Products following their rejection or
unauthorised return by Buyer.

9. LIABILITY
9.1 Buyer shall indemnify and hold harmless Goudezeune from all losses arising
out of Buyer’s negligence or breach of these Conditions.
9.2 Save as provided in these Conditions, Goudezeune does not provide any
warranty, condition or statement, express or implied, statutory or otherwise,
as to the satisfactory quality of the Products or their fitness for any particular
purpose.
9.3 Nothing in these Conditions shall exempt either party from any liability which
it may have in respect of death or personal injury caused by a party’s
negligence.
9.4 Save for the wilful or deliberate breach of its obligations under these
Conditions, neither party shall be liable for any loss of profits or reputational
damage.
9.5 Nothing in these Conditions shall exempt either party from any liability or limit
the liability it may have based upon product liability, except when the
damage is jointly caused by the Products’ defect and the victim’s fault or
negligence.
10.FORCE MAJEURE
Goudezeune shall not be liable for any delay or failure to perform its
obligations under these Conditions or for any other loss or damage which
results, directly or indirectly, from delivery of the Products being prevented,
hindered, delayed, cancelled or made economically unprofitable due to
circumstances or events beyond its reasonable control, such as, but not
limited to, strike, lock-out, labour dispute, mechanical breakdown, flood,
storm, difficulty or increased cost in procuring labourers, materials or
transport or delay due to bad weather.
11.CONFIDENTIALITY
Buyer shall keep strictly confidential all Confidential Information belonging to
Goudezeune and shall impose the same obligations on its employees and
subcontractors. Buyer may disclose Confidential Information if required to do
so by law, court order, regulation or governmental authority provided (to the
extent permissible by law) it has notified Goudezeune in advance and
agreed the scope of the disclosure with Goudezeune.

12.GENERAL
12.1 Failure or delay to exercise a right or remedy does not constitute a waiver of
that right or remedy or of any other rights or remedies. No partial exercise of
a right or remedy shall prevent a further exercise of that or any other right or
remedy.
12.2 If any provision of these Conditions is found to be invalid, unlawful or
unenforceable by any court or competent authority, that provision shall be
deemed not to be a part of these Conditions and it shall not affect the
enforceability of the rest of these Conditions.
12.3 All issues, questions and disputes concerning the sales of Products by
Goudezeune to the Buyer, as well as concerning the validity, interpretation
and enforcement of these Conditions shall be governed by and construed in
accordance with Belgian law. Any dispute concerning the sales of Products
by Goudezeune to the Buyer, as well as concerning the validity,
interpretation and enforcement of these Conditions shall be submitted to the
exclusive jurisdiction of the courts of Leuven.