GENERAL TERMS AND CONDITIONS OF SALES

GENERAL TERMS AND CONDITIONS OF SALES
AND DELIVERY TERMS TVP TRADING BV

ARTICLE 1
1.1. Without prejudice to the applicability of eventual special conditions that take precedence over current general terms and conditions, all our sales, works, deliveries and services take place under the following conditions, with the exclusion of the purchase and/or sales conditions of our co-contractor, unless explicitly agreed upon in writing. on our part.
1.2. The application of these general terms and conditions will be considered as being accepted by the co-contractor by the mere fact of concluding the agreement, or accepting a delivery. These general terms and conditions apply, without prejudice, to the applicability of eventual special terms and conditions and to all subsequent agreements concluded between the parties.

ARTICLE 2
Goods will be delivered as stipulated on the front of the invoice, or in the purchase-sales agreement that is to be concluded.

TVP TRTADING BV is only liable for damage to the transported goods, in accordance with the applicable provisions of the CMR Convention.

ARTICLE 3
If the co-contractor has to collect the goods and is in default, a storage fee may be charged.
In the meantime, the risk will be borne by the co-contractor.

ARTICLE 4
The goods are sold and received in our warehouses. The risk transfers to the co-contractor from the moment the goods leave the warehouse of TVP TRADING BV.
The goods sent by whatever means of transport always travel at the risk and responsibility of the co-contractor, even if we are responsible for the delivery with our own means and at our own expense.
The delivered goods will remain our property until full payment of the price, in the principal amount, interest and costs, and the additional services, even if these goods have been modified or incorporated. The co-contractor is prohibited from either selling the goods sold, pledging them to a third party or disposing of them in any way, until full payment of the price, in the principal amount, interest and costs, and the additional services. In the event of non- compliance with this prohibition, a fixed-rate compensation of 50% of the sales price will be payable to the co-contractor. Should the goods nevertheless be sold, the right to the resulting sales price will replace the goods sold.
Notwithstanding this retention of title, the risks will be transferred to the co-contractor at the time of delivery. The co-contractor will bear all risks and will be responsible for the eventual insurance as from the delivery.
Eventual costs of receiving the goods are always at the expense of the co-contractor.

ARTICLE 5
The goods are always sold in the condition in which they are, taking into account the condition and characteristics of these goods.
The co-contractor must take receipt of and inspect the goods immediately. Complaints will only be valid if the co-contractor reports them by registered and motivated letter to TVP TRADING BV, within eight days after delivery.
Defective goods can only be returned after the written agreement by TVP TRADING BV, within eight days after delivery.
The liability of TVP TRADING BV is always limited to reimbursement of the value of the defective goods.
TVP TRADING BV cannot be held liable for other direct or indirect damage.

Complaints with regards to the invoice must, under the risk of forfeiture, be made within 8 days after the invoice date by registered letter and with reasons to substantiate the complaints. Unless proof to the contrary, our invoices will be deemed to have been received no later than three days after the invoice date.

ARTICLE 6
Under the risk of forfeiture, the co-contractor must invoke the guarantee for hidden defects within one month after he has discovered, or could reasonably have discovered, the hidden defect, by registered letter.

ARTICLE 7
7.1. Unless otherwise stated on the invoice, the price is payable in cash upon delivery.

7.2. The net amount of the invoice must be paid. A discount for immediate payment can only be granted if this has been explicitly agreed upon in advance.

7.3. In the event of non-payment or late payment, the price will be increased automatically, and without any notice of default being required, by a fixed compensation of 15%, with a minimum of 250.00 EUR, which corresponds to the trouble that TVP TRADING BV TRADING BV must undergo in this way, and with the administrative costs incurred in this respect, with the exclusion of the legal costs and the costs and fees of the legal counsel appointed by TVP TRADING BV.
In addition, a default interest will be owed automatically, and without any notice of default being required, which will be calculated in accordance with the Act of 2 August 2002 regarding late payment in commercial transactions.

This provision will continue to apply if we allow instalments or payment facilities.
7.4. Any non-payment of an invoice on the due date, or any default of payment will entail the claimability of the invoices that have already been drawn up and sent to the customer at that time, even if not due, and will automatically cause any payment facility or cash discount for the future to be withdrawn.

7.5. Likewise, in the event of full or partial late payment, the fixed fee and the interest, as stated under 7.3, will be due.
7.6. Without prejudice to the provisions of Art. 5, in case of a dispute of the invoice, under risk of forfeiture, it must be protested in a motivated manner within 8 days of receipt, by registered letter.

ARTICLE 8
In the event of non-payment on the due date, in the event of default of payment, for whatever reason, or in the event of non- performance of even one contractual obligation, we will reserve the right to:
- either unilaterally suspend the execution of all current orders, and this after prior notice of default, to which no or no useful action was given within eight days, and without this being a reason for the co-contractor to claim compensation, but without prejudice to our right to claim compensation;
- or to unilaterally dissolve the agreement, without prior judicial authorization and after prior notice of default to which no or no useful action has been taken within eight days, without prejudice to our right to claim compensation.

ARTICLE 9
If TVP TRADING BV TRADING BV is unable to execute the agreement due to force majeure, even if the force majeure does not lead to permanent and/or absolute impossibility of execution, TVP TRADING BV TRADING BV will have the right to cancel the contract by a mere written notice to the co-contractor, stipulating the reason that prevents the execution of the contract. In this case, TVP TRADING BV TRADING BV will not owe any damage compensation to the co-contractor. Considered, amongst others, but not limited to, conventionally a case of force majeure: war, natural circumstances, strike or lockout, fire, flood, seizure of goods, embargo, shortage of means of transport, limitation of energy consumption, and this regardless of whether the force majeure occurs at TVP TRADING BV, or at one of its suppliers.

ARTICLE 10
The nullity of one or more clauses of these general terms and conditions will not result in the nullity of the rest of the general terms and conditions.
The parties will undertake to replace the invalid clause(s) with a legally valid clause, or clauses, which must correspond with the original intention of the parties and the spirit of the agreement, or that will be as close as possible to it.

ARTICLE 11
The agreement has been executed at the registered office of TVP TRADING BV.
Belgian law will be exclusively applicable.
All disputes fall exclusively under the jurisdiction of the court of the district of Bruges.