BE660.618.104

General therms and conditions MATTPARTS BV
Veldenbergstraat 73B 5 - 2330 MERKSPLAS, BELGIE
BTW BE0660.618.104

Article 1  Applicability 1.1 These terms and conditions shall apply to every offer, supply contract and agreement between MATTPARTS BVBA, further referred to as "MATTPARTS" and a third party, further referred to as the BUYER.  Our general conditions shall take precedence over all other conditions and documents of the BUYER.  
1.2 The BUYER acknowledges the applicability of these General Terms and Conditions by the single fact of giving an order to MATTPARTS, of whatever nature, unless these terms and conditions have been expressly rejected in writing by the BUYER and have been formally accepted in writing by Mattparts.  A simple reference by the Buyer to its own terms and conditions or a standard clause on the Buyer's letterhead or in its own terms and conditions with the content of the exclusive effect of these own terms and conditions shall not suffice for this purpose.  1.3 An order, including those noted by our agents or representatives, is only binding if it is expressly accepted by us in writing. Cancellation of the order is not possible, except after prior written agreement.    

Article 2 Proposals, quotations, prices, offers and orders 2.1 The prices stated in an offer or quotation are in euros and exclusive of VAT and do not include other government levies and any costs to be incurred within the framework of the agreement, including travel and accommodation, shipping and administration costs, unless otherwise indicated.  2.2 List, catalogue and internet prices are not binding.  We will always charge the price that applies to the date of delivery.  2.3 All offers and quotations of MATTPARTS are valid for 30 days, unless otherwise indicated. Quotations or offers expire if the product to which they relate is no longer available in the meantime.  2.4 The agreement is concluded by timely written acceptance by the Buyer or if after a verbal order by MATTPARTS the work is actually carried out. 2.5 If MATTPARTS and the Buyer agree on a fixed fee or price, MATTPARTS is nevertheless entitled at all times to increase this fee or price without the Buyer being entitled to dissolve the agreement for that reason, if the price increase results from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that could not reasonably have been foreseen when the agreement was concluded. 2.6 MATTPARTS has the right to outsource the order or parts thereof to third parties not employed by MATTPARTS, without notice to or consultation with the Buyer, if in the opinion of MATTPARTS this matter promotes a good or efficient execution of the order.

3. Article Delivery, execution of the commission  3.1 Goods/services shall be delivered within the period stated in the agreement. If goods are delivered by "Mattparts", the risk shall pass at the time of delivery. If goods are to be collected by the customer, the risk shall pass at the time of sale. Goods shall remain the property of "Mattparts" until full payment of principal, costs and interest. 3.2 The delivery periods shall only be given by way of information and shall therefore not be binding unless expressly agreed between the parties in this way. Delays in performance shall never give rise to penalties, damages or dissolution of the agreement. 3.3 If an event of force majeure makes the execution of the order impossible, the dates of dispatch shall be postponed by a period of time equal to that which prevented the shipment.    3.4 The buyer shall ensure that the goods can be delivered by Mattparts in a normal manner at the agreed place and time, thus ensuring, among other things, the accessibility of the place of delivery. If this is not met or the buyer refuses to take delivery, the buyer shall be obliged to compensate Mattparts for all damage, including waiting hours, storage costs and costs for the preservation of the goods. 3.5 The buyer shall immediately inspect the delivered goods/services. Any defects must be reported to Mattparts by registered letter as soon as possible and at the latest 7 calendar days after delivery. After that period Mattparts shall only be liable for hidden defects that render the goods unfit for the use for which they are intended, insofar as the goods have not been processed in the meantime and insofar as Mattparts was aware or should have been aware of the defects. The buyer shall notify Mattparts of the existence of the hidden defect by registered letter within 14 calendar days at the latest.   3.6 Except as described in the previous paragraph, Mattparts shall not be obliged to pay any compensation whatsoever that would be the direct or indirect result of goods delivered or sold by Mattparts, except in the case of gross negligence or intent. Mattparts shall not bear any responsibility for the fault of the employee, even in the event of intent or gross negligence. In the latter case, the buyer must directly address the employee. 3.7 The acceptance of the goods by the Buyer, without a note on the consignment note or receipt, shall serve as proof that the packaging was in good condition. 3.8 If the agreement is executed in stages, MATTPARTS can suspend the execution of the parts belonging to a subsequent stage until the Buyer has approved in writing the results of the preceding stage.    3.9 Upon delivery of materials and/or semi-finished products by the Buyer, MATTPARTS does not accept any responsibility for any defects.

Article 4 Suspension, dissolution and interim termination of the agreement 4.1 Each cancellation of the order must be in writing. It is only valid with the written acceptance of Mattparts. If the Buyer cancels an order placed in whole or in part, the Buyer shall be charged in full for the work performed and the goods ordered or prepared for that work, increased by any delivery, removal and delivery costs thereof and the working time reserved for the execution of the agreement.  4.2 MATTPARTS is authorised to suspend the fulfilment of the obligations or to dissolve the agreement immediately and with immediate effect: if the Buyer fails to fulfil the obligations under the agreement, does not fully fulfil them or does not fulfil them on time, after the agreement has been concluded MATTPARTS becomes aware of circumstances giving good reason to fear that the Buyer will not fulfil the obligations, if the Buyer was requested to provide security for the fulfilment of his obligations under the agreement at the time the agreement was concluded and this security is not provided or insufficient, or if due to the delay on the part of the Buyer MATTPARTS can no longer be required to fulfil the agreement under the originally agreed conditions.  4.3 If an order is terminated for an indefinite period of time, each of the parties must observe a notice period of at least one (1) month by registered letter.

Article 5 Return clause 5. 5.1 Ordered and delivered goods will not be taken back.  5.2 Complaints about the execution of the agreement or about the ordered items must be reported to the Seller as soon as possible, but no later than 8 days after receipt of the items, fully and clearly described in writing and will only be made with the prior written consent of the Seller. Return shipments must be sent free of charge in undamaged condition and original packaging using a return form and at the expense of the Buyer.   We charge 20% of the net value of the goods with a minimum amount of 15 Euros for returns that we have agreed in writing.

Article 6 Invoicing / Payment 6.1 Unless expressly agreed otherwise in writing, the invoice is payable in cash.  In the event of non-payment on the due date, the customer is obliged to pay, without prior notice of default or reminder, in addition to the principal sum: an interest of 12% per annum until full payment, and a conventional and fixed compensation in accordance with article 1226 of the Civil Code equal to 10% of the amount due, with a minimum of EUR 75 and this to cover the extrajudicial costs of all kinds. This clause also applies to bills of exchange.  Any non-payment shall give Mattparts the right, after notice of default, either to suspend any future deliveries or to dissolve the agreement, without prejudice to its right to compensation. An administration fee of 1.25% of the total amount due, with a minimum of 25 euros, shall be charged per reminder. 6.2 If Mattparts' confidence in the buyer's creditworthiness is shaken by acts of judicial execution against the buyer and/or other demonstrable events that call into question and/or make impossible the trust in the proper execution of the buyer's obligations, Mattparts reserves the right to demand suitable guarantees from the buyer. If the buyer refuses to accept this, Mattparts reserves the right to cancel all or part of the order, even if the goods have already been shipped in whole or in part. 6.3 It is expressly agreed between the parties that all goods of the buyer, which are in Mattparts' warehouses and workshops, may be retained by Mattparts to further guarantee the payment of the manufacturing wage due for goods already returned.   6.4 The Buyer shall never be entitled to set off any amounts owed to MATTPARTS.  Objections to the amount of an invoice do not suspend the payment obligation.  6.5 Any delay in payment, for whatever reason, makes all outstanding claims, even those that are not yet due, become due and payable by operation of law and without prior notice of default. 6.6 In the event of non-payment, we reserve the right to wait until payment has been made for the execution of all current orders. 6.7 The delivered goods shall remain the property of Mattparts until full payment of the principal, costs and interest has been made. As long as the goods are our property, it is forbidden to sublet them, pledge them or hand them over in any other way, whether or not for valuable consideration. 6.8 MATTPARTS is entitled to execute the agreement in different phases and to invoice the part thus executed separately. 6.8 When sending the goods, the additional transport costs will be calculated on the basis of the size, weight, urgency and shipping method of the package.  If the customer wishes invoices by post, an administration fee of 1.5 euro will be charged.

Article 7 Guarantees, investigation and complaints, limitation period, retention of title  7.1 Insofar as the agreement provides for a guarantee, the guarantee to our customer does not extend beyond the provision of new similar (parts of) goods free of charge to replace previously delivered unsound (parts of) goods, but not e.g. their installation. 7.2 After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Buyer.  7.3 The goods to be delivered by MATTPARTS meet the usual requirements and standards that can reasonably be set at the moment of delivery and for which they are intended in normal use in Belgium. The guarantee mentioned in this article applies to goods intended for use within Belgium. In the event of use outside Belgium, the Buyer must verify himself whether the use thereof is suitable for use there and meets the conditions set for it. In that case, MATTPARTS may impose other guarantee and other conditions with regard to the goods to be delivered or work to be carried out. 7.4 The guarantee mentioned in paragraph 1 of this article applies for a period of 3 months after delivery, unless the nature of the delivered goods dictates otherwise or parties have agreed otherwise. If the guarantee provided by MATTPARTS concerns an item produced by a third party, the guarantee is limited to the guarantee provided by the producer of the item, unless stated otherwise.   7.5 Any form of guarantee lapses if a defect has arisen as a result of or results from injudicious or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Buyer and/or by third parties when, without written permission from MATTPARTS, the Buyer or third parties have made changes to the item or have tried to make changes, other items have been attached to it that do not need to be attached to it or if these were processed or processed in a manner other than the prescribed manner. The Buyer is also not entitled to a warranty claim if the defect has arisen due to or is the result of circumstances over which MATTPARTS has no influence, including weather conditions (such as extreme rainfall or temperatures), etc. The Purchaser is not entitled to any compensation for any damage caused by the defect. 7.6 If a defect is reported later, the Purchaser will no longer be entitled to repair, replacement or compensation. 7.7 If it is established that an item is defective and a timely complaint has been made in this respect, MATTPARTS will replace or ensure the repair of the defective item within a reasonable period of time after its return or, if return is not reasonably possible, written notification with regard to the defect by the Purchaser, at MATTPARTS' discretion, or pay the Purchaser replacement compensation. In the event of replacement, the Buyer is obliged to return the replaced item to MATTPARTS and to provide ownership thereof to MATTPARTS, unless MATTPARTS indicates otherwise.  7.8 MATTPARTS reserves the rights and powers that it has under the Copyright Act and other intellectual laws and regulations. MATTPARTS has the right to use the knowledge gained by the execution of an agreement on its side for other purposes as well, as far as no strictly confidential information of the buyer is brought to the knowledge of third parties.  7.9 The offers, drawings, photographs, calculations, descriptions, templates and information provided by us remain the property of MATTPARTS at all times, even if costs were charged for this. The aforementioned offers, drawings, calculations, descriptions, moulds and information provided may not be communicated to third parties without the written permission of MATTPARTS.

Article 8 Liability  8.1 We "Mattparts", as well as our suppliers, can only be held liable as provided for in this article.  We shall only be liable in the event of our own fraud or wilful misconduct, not, for example, in the event of gross negligence.  We shall not be liable to the customer and/or third parties for defects in delivered goods, except as provided for in Articles 6.7 and 7.1.  We are in no case obliged to compensate indirect or consequential damage (such as but not limited to loss of profits, personnel costs, loss of an opportunity, complaints or claims from third parties), economic damage, physical damage, damage to goods of the customer and/or third parties for goods sold, rented or possibly on sight. Delivery of goods is always at the risk and expense of the customer. If necessary, the customer must arrange for the necessary import and payment permits. However, the customer shall not be released from his contractual obligations if he is unable to obtain these documents (on time). In the event of liability, we shall only be liable for damages up to the amount invoiced by us. 8.2 The purchaser indemnifies MATTPARTS against any claims from third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to parties other than MATTPARTS. If MATTPARTS should be held liable by third parties on that basis, the buyer is obliged to assist MATTPARTS both extrajudicially and legally and to immediately do all that may be expected of him in that case. Should the buyer fail to take adequate measures, MATTPARTS is entitled to do so itself, without notice of default being required. All costs and damage on the part of MATTPARTS and third parties that arise as a result, are entirely at the expense and risk of the buyer.  8.3 Goods returned to MATTPARTS incorrectly by means of a signed order will remain at the disposal and risk of the Buyer, and any transport, transport and/or storage costs will be for the account of the buyer.  8.4 Suggestions for installation: any suggestions for installation and material recommendations we make are based on the parameters and separate conditions stated by the customer.  It always requires practical tests on the client's premises for its execution.  Due to the wide range of possible applications of our products, we are not liable for the accuracy of the recommendations in individual circumstances unless we have guaranteed it in writing. Suggestions for installation are our intellectual property and should not be passed on to third parties.

Article 9 Applicable law and disputes 9.1 All our agreements are governed by Belgian law. Any disputes arising within the framework of this agreement can only be brought before the courts of the district of Turnhout. 9.2. Information on alternative dispute resolution can be found via this link: http//ec.europa.eu/odc/, but we reserve the right to submit disputes exclusively to the courts of the district of Turnhout.