Terms and Conditions tor sale of Products and Services of Fourbases BV

Article 1 - Definitions 

"Buyer" means the entity to which Fourbases is providing Products or Services under the Terms and Conditions. 
"Products" means the products Fourbases has agreed to supply the Buyer with under the Terms and Conditions. 
"Fourbases" means the Public Limited Liability company Fourbases BV, Belgium, 9880 Aalter, Groendreef 35 with VAT BE 0428.243.914, providing Products or performing Services underthe Terms and Conditions. 
"Services" means the services Fourbases has agreed to perform for the Buyer under the Terms and Conditions. 
"Terms and Conditions" means these Terms and Conditions tor Sale of Products and Services. "Registered Letter of Complaint" means a registered letter staling the invoice date, the invoice number and/or the number of the order confirmation, with a precise identification of the material and/or the services performed, and a detailed account of the complaint, non-conformity and/or defect.

Article 2 - Scope of the Terms and Conditions 

These Terms and Conditions are applicable to the sale of any Products or Services, to the exclusion of all ether conditions. Any conflicting conditions or any conditions of the Buyer differing trom the Terms and Conditions shall not be recognized, save to the extent and express written acceptation by Fourbases. Fourbases and the Buyer deciare that these Terms and Conditions do not create a contractual imbalance and that these Terms and Conditions were taken into account in the pricing negotiations. The mere tact of placing an order or of accepting a quotation shall imply the unconditional acceptance of the Terms and Conditions and the technica! manual of the Products by the Buyer who acknowledges having received these Terms and Conditions (in a comprehensible language) before accepting the quotation. The Terms and Conditions shall be able to be modified by Fourbases .The said modifications become applicable as of their notification to the Buyer tor all subsequent orders . Any failure or repeated failure by Fourbases to enforce any right may only be regarded as tolerating a certain situation and will not lead to the forfeiture of rights.

Article 3 - Offers 

All offers given by Fourbases may be withdrawn at any time, are without obligation towards Fourbases and are only an invitation to the Buyer to place an order. An agreement will only be concluded once a persen authorized to legally bind Fourbases confirms the order of the Buyer or as soon as Fourbases starts the execution of the order. All offers are based on the information of the Buyer. lf this information turns out to be incomplete and/or erroneous after the confirmation of the order, Fourbases is entitled to charge additional costs to the Buyer. The scope of the contract between Fourbases and the Buyer shall solely be determined by the confirmation of the order by Fourbases. Details regarding characteristics of the Products shall serve as an illustration and shall not be binding, except as otherwise expressly agreed in writing. Likewise public statements, sales talk or advertising shall not be regarded as a quality description of the Products stipulated under the contract. Slight variations in details regarding dimensions, weight, nature and quality may occur.

Article 4 - Delivery 

The sale of Products is a sale "FCA" (as defined by the INCOTERMS® 2020 and amendments thereof) Therefore, unless otherwise stated delivery shall be deemed to take place and the risk in the Products shall pass to the Buyer at the moment the Products are placed at the disposal of the Buyer at the stipulated place of delivery, lf such place is not stipulated, then delivery shall be deemed to take place at the warehouse in Belgium, 9880 Aalter, Groendreef 35. 
The delivery periods are only indicative toward Fourbases and not essential. lf the delivery period is exceeded by Fourbases, Fourbases and the Buyer must agree a reasonable additional period. Fourbases is entitled to perform in various parts. Neither partial deliveries/performance nor exceeding periods (original or additional periods) can give cause for termination or compensation to the Buyer. Collection by the Buyer takes place at his expense and risk and at the time and place indicated by Fourbases. lf the Buyer does not take delivery of the Products at the time agreed or, if no time is agreed, within a reasonable period, Fourbases has the right, at the Buyer's risk and expense to hold the Products and/or to transport the Products to the Buyer.

Article 5 - Prices 

Prices are payable in the currency stated in the quotation and are excluding VAT and ether casts, such as bul not limited to, transport, import and export duties, attaching to the sale of Products and or Services. The agreed price payable tor the Products or Services may at any time be increased proportionally by Fourbases as a result of any factor affecting price structure, such as increase in the prices of raw and ether materials, processing casts, taxation, salaries, transport and insurance charges, occurring between the order confirmation and the time of delivery.

Article 6 - lnvoices 

6.1 Unless otherwise agreed, all invoices are payable within thirty (30) days trom the invoice date. In case of first order by the Buyer or at any time Fourbases reasonably determines that Buyer's financial condition or payment history justify a payment in advance, Fourbases shall be entitled to require full or partial payment in advance. The entry of the invoice in the outgoing books of Fourbases serves as a rebuttable presumption of posting and receipt. 
6.2 In the event of late/incomplete payment of an invoice, the sum invoiced shall automatically and without any prior notice be increased by interest tor late payment at the rate of 1% per mooth applicable on the first day of late/incomplete payment. The interest shall be due trom the date when payment tor the Products or Services became due to the date of actual and full payment. Furthermore, late/incomplete payment of an invoice: (1) brings also the invoicing of a fixed compensation of 10% of the sum invoiced, with a flat rate minimum of 250 euro, without any need of prior notification needing to be sent to the Buyer, (2) the Buyer is obliged to pay all judicial and extra judicia! collection casts, (3) in addition, all ether invoices issued to the Buyer that have not yet tallen due will become immediately due and payable, (4) and Fourbases will be entitled to recover all material, suspend the further performance of and/or terminale the relevant and/or ether agreements with the Buyer. This may all be done without any prior notice of default or judicia! intervention. This clause shall not in any event exclude the possible payment of real damages. The Buyer acknowledges that the provisions of this article are reasonable and the interests and fixed compensation correspond to the actual (foreseeable) damages suffered by Fourbases in the event of late/incomplete payment. In case of partial payment, this takes place subject to the reservation of all rights of Fourbases and such payment will be allocated as follows: (1) collection costs, (2) compensation, (3) interest and (4) principal amounts. In accordance with the Belgian Financial Securities Act of 15 December 2004, Fourbases and the Buyer will offset and settle all currently existing and future debts in relation to each other automatically and by operation of law. This means that only the largest debt on balance remains in the permanent relationship between them. This set-off will be enforceable in each case against the official liquidator and general body of ether creditors, who may therefore not oppose this set-off. 
6.3 The Buyer shall never be entitled to withhold, or to offset on the basis of a complaint put forward by him, all or a part of the sums due from him. Complaints relating to invoices must be submitted within eight days of the invoice date by means of a registered letter staling the invoice date, invoice number and/or the number of the order, with a precise identification and batch number of the material and/or services performed, and a detailed account of the complaint, non-conformity and/or defect. lf no complaint is submitted within eight days, the invoice is definitively accepted by the Buyer. 
6.4 In the event that the order is cancelled at the request of the Buyer or the execution is suspended prematurely due to the Buyer, the invoicing shall be carried out according to the stage of progress of the order. This amount shall be increased with an additional conventional compensation payment of 30% on the sum that could not be invoiced due to the cancellation or suspension of contract. The Buyer acknowledges that the provisions of this article are reasonable and the fixed compensation correspond to the actual (foreseeable) damages suffered by Fourbases in the event of cancellation or suspension. 

Article 7 - Retention of title 

The Products shall remain the exclusive property of Fourbases until the invoice, interest tor late payments and any other payments due by the Buyer are paid up in full. As long as the price and other payments shall not have been paid in full, the Buyer undertakes not to alter, modify or otherwise amend the labeling on the packaging and Products and in general not modify the means of identification of the Products. The Buyer undertakes further to (1) take out necessary insurance policies, on demand by Fourbases, (2) identify and store the Products delivered under this contract in such a manner that they can not be confused with any ether similar Products sourced trom ether suppliers, (3) return the relevant goeds at its own expense and risk to Fourbases within 24 hours, which will result in the automatic termination of the special agreement. The Buyer shall inter-alia keep an inventory of the Products and store them apart trom other products. lf the retention of title is infringed, Fourbases will automatically have a pledge on the released selling price and the Buyer will be liable to pay fixed compensation of 35% of the total invoice amount. The Buyer acknowledges that the provisions of this article are reasonable and the fixed compensation correspond to the actual (foreseeable) damages suffered by Fourbases in the event of infringement of the retention of title.

Article 8 - Liability 

8.1 On receipt of the Products, the Buyer shall immediately carry out a first inspection. The Buyer must report any immediately verifiable variations by mail to Fourbases without delay, and confirm these by means of a registered letter of complaint. failing which he will be deemed to have accepted the Products and/or Services. The Buyer must carry out a thorough inspection of the services and/or Products within 48 hours. Putting into use, processing and reselling serve as final delivery and acceptance. The Buyer will in any case lose the right to rely on any non-conformity or defect that could not have been detected at the time of delivery if he does not inform Fourbases thereof by means of registered letter of complaint within 24 hours of discovering when he ought to have discovered this non-conformity or defect, which may not be later than six months after the date of final invoice concerning the Products or Services in question. In case of timely and correct notice, Fourbases shall at its own option and discretion: (1) replace all or part of the Products, or (2) pass a credit note tor the value of the detective portion to be deducted trom the price of the order confirmation. Full or partial replacement cannot give cause tor any compensation or cancellation of the order confirmation. Complaints do not release the Buyer from its obligation to pay. The Buyer is bound to compensate all casts arising trom unfounded complaints. The Products in question must be made available to Fourbases for examination upon first request. 
8.2 lf the Buyer uses part of the Products or has them dispatched by third parties by post or tor distribution to a distribution company, il shall be considered that the Buyer has accepted the entire run. 
8.3. Fourbases is not liable under any circumstances tor: (1) indirect damages, (2) damage that exceeds the invoice amount and/or business operations civil liability policy taken out by Fourbases, (3) damage during carriage/transport, (4) incorrect use or storage of the Products (5). damage caused by the Buyer (including normal wear and tear) and/or third parties, (6) damages as a result of inaccurate/incomplete information, and/or (7) the failure of the Buyer to comply with statutory and/or ether obligations. Fourbases is not responsible tor performing tests, requesting permits/licenses and/or assessing whether documents (of any nature whatsoever) comply with statutory and/or other obligations. The Buyer may not return items, have work carried out by third parties or proceed with a covering purchase under any circumstances. Fourbases reserves the right to determine defects and their cause. The Buyer must fully indemnify tor all damage, including legal costs, which arise as a result of its defence in relation to the aforementioned obligations to indemnify_ Fourbases is in no case liable in case of force majeure or hardship. In this case, Fourbases may at its own option and discretion, without any prior notice of default or judicia! intervention, and without any right of recourse against il: (1) replace goods/components with a functional equivalent, (2) suspend the performance of its obligations, (3) terminale the order confirmation and/or (4) invite the Buyer to renegotiate the terms and conditions of performance. lf the Buyer does not participate in good faith herein, Fourbases may request the district court to determine new contractual terms and conditions and/or to order the Buyer to pay compensation. Force majeure and hardship are defined in the broadest possible way, and include: unavailability/shortage of raw and ether materials, special weather conditions, strike, wars, illness or accidents, communication and IT failures, government measures, transport and/or travel obstacles, import and export barriers, breakdowns, traffic jams, etc.

Article 9 - Confidentiality 

All documents/information of any nature that are provided to the Buyer must be treated in confidence, will remain the property of Fourbases and may not be disclosed to third parties or used directly or indirectly tor purposes ether than these tor which they are intended. These obligations will remain in force at least until the relevant information becomes publicly known through no fault of the Buyer. 
lf a breach of the aforementioned paragraph is ascertained, the breaching party shall pay, tor each breach, a flat-rate penalty of EUR 25,000 (twenty-five thousand euros), without prejudice to the right of Fourbases to claim higher compensation if the loss or damage actually incurred exceeds the amount of this flat- rate penalty. The Buyer acknowledges that the provisions of this article are reasonable and the fixed compensation correspond to the actual (foreseeable) damages suffered by Fourbases in the event of disclosure of confidential information to third parties.

Article 10 - Bankruptcy 

In case the Buyer should be declared bankrupt, become insolvent, go into liquidation or become subject to any proceedings tor liquidation or to any ether similar proceedings Fourbases is entitled to terminale the execution of existing contracts by registered letter and Fourbases shall be entitled to require full payment immediately. 

Article 11 - Privacy policy 

Fourbases takes the protection of personal data seriously and refers in this regard to its privacy policy.

Article 12 - Miscellaneous provisions 

Neither party shall assign or transfer any of its rights or obligations under this contract, either in whole or in part, to any third party without the prior written consent of the other Party. lf any provision of these Terms and Conditions would be declared excess vely braad, the provision be enforceable to the maximum extent permitted by law. Il any provision of these Terms and Conditions is held to be completely invalid, Fourbases and the Buyer shall replace it in good faith with a provision which has the same tor as close as possible) economic effect of the provision declared invalid. In any case. the possible invalidity of any provision in the Terms and Conditions shall not result in the invalidity of (one) (of) the remaining provisions.

Article 13 - Applicable law and jurisdiction 

All commercial transactions between Fourbases and the Buyer are governed by (in hierarchically decreasing order): (11 the written order confirmation trom Fourbases (2) the offer trom Fourbases (31 these Terms and Conditions 14) Articles 4-88 of the Vienna Sales Convention (and (51 the Belgian law to the exclusion of Articles 1-3 and 89-101 of the Vienna Sales Convention. Aalter shall be regarded as the place of performance for deliveries and payments for all rights and obligations arising from transactions with Fourbases. 
Should a provision in these Terms and Conditions be invalid, tor whatever reason, this shall not affect the validity of the other provisions. The parties to the contract shall be obliged to re place the inval id provision by one, which Is nearest to the legal and economie purpose of the invalid provision. The Buyer agrees that any dispute arising in connection with the validity, performance or interpretation of these Terms and Conditions shall be subject to the exclusive jurisdiction of the Courts of Gt1ent, without prejudice to Fourbases' right to bring the matter before U1e Court of the Buyer's principal place of business. registered office or domicile. 

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