TERMS & CONDITIONS

These terms and conditions are an integral part of the agreement to the exclusion of the terms and conditions of the client. Only a writter waiver is possible.

1. Acceptance. In the absence of prior written agreement on our part, the fact that the client entrusts us with an order, a job or a service, implies in itself acceptance of all our terms and conditions of sale mentioned below. The general conditions of sale appearing on our clients' documents are not opposable to us. The buyer's general conditions of purchase do not apply unless we send a written agreement with our consent. The acceptance of order forms or the sending of an order confirmation never imply our acceptance of the buyer's purchasing conditions.

2. Offers. Unless previously withdrawn by us, our offers are valid only during the period specified therein, or in the absence of a deadline, within 14 days following their date. Only legal representatives can validly bind our firm. Goods and services are provided in accordance with the description on the invoice or purchase order. Furthermore, we can always supply similar materials of a different brand without this giving rise to a price reduction.

3. Delivery and execution. The delivery takes place at the seller, unless otherwise agreed in writing. All delivery and execution mentioned are always approximate and we respect them as much as possible. A possible overrun of those deadlines does not in any case result in damages or a penalty. In addition, the client has no right to cancel the contract or purchase order and / or refuse to take delivery of the goods and / or the execution of works and / or payment.

4. Force Majeure. Orders shall be fulfilled as soon as possible according to available stocks and processing and production possibilities. If we are prevented from fulfilling our obligations due to circumstances beyond our control, we shall have the option of suspending performance of the agreement for as long as the circumstances persist or terminating the agreement by written notice to the buyers. The following circumstances are regarded as cases of force majeure: strike, lockout, riot, revolution, mobilisation, war, epidemics, government measures, transport difficulties, machine breakdowns, fire, flood, supplier default or other similar or dissimilar circumstances.

5. Costs and risks. As soon as the goods leave our company, all risks are borne by the customer, who is also responsible for all costs of packing, insurance, transport and taxes of any kind.

6. Claims. No complaint concerning our goods, services or invoices shall be admissible if it is not addressed to our company in writing by registered letter within seven calendar days from the date of delivery or performance, or from the date of invoicing. Furthermore, the complaint concerning the nature, quantities, qualities and external condition of the goods must be addressed to us at the time of delivery and must also be expressly stated on the original of the transport document, delivery note and/or service report in our or our carrier's possession. Hidden defects must be reported immediately after their discovery in the manner set out in this article. Except with our written consent, no return may have legal consequences; the mere acceptance of returned goods is always subject to all reservations and never implies our consent to the return. The existence of complaints does not release the customer from his obligation to pay our invoices on their due date. Upon agreement for return, the goods must be returned within 8 calendar days except in case of damage, in undamaged condition and in the original undamaged packaging.

7. Payment. Unless otherwise agreed in writing, all invoices are payable in cash at their date. Payment will be made without discount or compensation not agreed in writing and in the manner determined by Octarion bv. In case of failure to pay an invoice when due, the unpaid balance owed of all invoices, regardless of their due date, even those not yet due, will become fully payable as of right, plus following compensation. Bring any amount due automatically and without warning or notice, interest on arrears, calculated on the basis of the reference interest rate of the European Central Bank. In addition, all amounts due will be increased TEN PERCENT as compensation conventional fixed with a minimum of 25 EUROS per invoice as compensation clause of extrajudicial collection costs and contractual damage, without prejudice to other relevant recovery costs.

8. Retention of title. All our sales and deliveries are always made under the suspensive condition of full payment and we expressly reserve the right of ownership of the goods delivered until the price has been paid in full. Until then, the customer may not dispose of the goods or dispose of them in any way and/or make changes to them. In case of non-timely payment, we shall be entitled to recover the goods from the customer at his risk and expense, even if they have already been installed or have become immovable, without any judicial intervention being necessary, since we are irrevocably authorised to do so by the customer pursuant to his order, and this without prejudice to our other conditions. Meanwhile, the goods must be kept in the same condition.

9. Termination. If the customer fails to fulfil one or more of his obligations, we shall be entitled either to demand forced execution in accordance with the present general terms and conditions, or to declare the agreement terminated ipso jure and without notice of default, including by registered letter or e-mail sent to the customer. In the latter case, the customer will be obliged to pay for what has already been delivered and executed, as well as to compensate all our damages, with an absolute fixed minimum of 30% of the agreed price including VAT, or at least the maximum legally permissible.

10. Solvency. We will always be entitled to request advance payments prior to a delivery or work. Without prejudice to our right in the above-mentioned article, we will also be able to demand full guarantees or even full payment if confidence in the customer's creditworthiness is shaken, such as by the late payment of an invoice, by his refusal to accept a bill of exchange or by a protest of a bill of exchange, by asking for instalments, by requesting a court settlement, by acts of legal action against the customer and/or by any other identifiable event. In all cases, we will also have a lien on all goods owned by the customer until our payment in full.

11. No novation. The issuance of commercial papers and/or bills of exchange, whether accepted or not, for full or partial payment of invoices or to secure such payment, and/or the authorisation of modes of payment, will never entail a novation and/or a waiver of these general terms and conditions. In all cases, all our general terms and conditions will remain fully applicable.

12. Warranty. We only grant a warranty on products supplied by us. This guarantee is in any case limited to the guarantee provided by the manufacturer or supplier. Moreover, the warranty is limited to defects that are directly attributable to a design, production or component fault, and also to the provision of replacement goods or parts, excluding all costs of any nature, such as travel, hourly wages, etc. The customer must send the goods, properly packed, to our address at his expense and risk. In case of export, the warranty is always limited to the shipment, at the expense and risk of the customer, of replacement parts for defective parts sent to us by the customer within the warranty period. All additional costs, such as legal duties on spare parts, import duties, VAT and shipping costs shall be borne by the customer. All goods or parts replaced in warranty always become our property. We shall replace the goods sold by us, insofar as they are not subject to any special regulation mentioned below, with goods as far as possible of the same type, in the same quantities and/or formats, if the customer has enabled us to carry out a proper examination and this examination has shown that the goods, within the applicable warranty period, have not met the requirements that may reasonably be demanded.

Any claim to a guarantee lapses:

• In case of misuse, abuse or use of a device that deviates from the instructions accompanying the product;
• In case of lack of supervision or maintenance, of moisture, corrosion, soiling and other external causes such as lightning or a power surge;
• In case of repairs, modification, replacement or addition of parts, or other interventions, such as opening the equipment, not carried out by our personnel;
• In case of sale or lease to third parties;
• In case of non-fulfulment of payment obligations towards us.

Nor shall we ever be liable for compensation for any indirect damages, nor for damages in exploitation or loss of profits, nor for compensation for damages or losses suffered by third parties.

13. work. Similarly, for works and repairs, our warranty is limited to the replacement or repair of the works carried out by us. Any damage to structures, buildings and/or fixtures is never our responsibility. All modifications, replacements, repairs, extensions and/or other works not expressly enumerated in the contract are never included in our prices. If they are assigned to us, they will be charged on a cost-plus basis.

14. Copyright . The customer is obliged to strictly comply with the legislation on copyrights regarding the software supplied by us and all terms and conditions of its manufacturer and/or supplier.

15. reception. We shall be entitled at all times to have an order form, delivery note or service report signed by the customer or his appointee for each full or partial delivery, performance and/or repair. Completion of the works is always deemed to have taken place upon completion of the works and in any case upon commissioning.

16. rental goods. For hire of goods, a contract is always drawn, stating the start date and end and the rental price. The goods must be returned in their original condition. Failures occurred during the rental period that are not involved in their workmanship, are repeated on the lessee. Possible shipping costs are borne by the lessee.

17. Liability Goods / Services / Land. Octarion bv can never be held liable for software and/or hardware not developed by itself. Nor can it be held liable for damage or loss of stored data and/or programmes.

18. Litigation. Any dispute relating to this agreement is subject to the application of Belgian law. In case of dispute, only the courts of Antwerp (Belgium) have jurisdiction.