GENERAL CONDITIONS OF SALE

1. Scope of application
These conditions apply to any contract under which ADVIONICS NV – hereinafter referred to as “the company” – undertakes to transfer property in a movable tangible asset or to execute for the benefit of its co-contractor a material or intellectual service of whatever nature. These conditions shall in all cases have precedence over any general conditions of the customer’s. Exceptions can be made to these terms by special conditions which are the substance of a written agreement concluded between the parties. In such cases these conditions continue to apply to everything not governed by such special conditions. If one or other of the provisions contained in these conditions cannot be applied, in particular if its validity has been successfully contested, all other provisions continue to apply.

2. Constitution of contracts
A valid contract cannot be deemed to exist unless:
1. a written offer from the company has been accepted without reservations by the party to whom it has been tendered
2. the company accepts without reservations an order placed with it by a customer.
Any addition, deletion or amendment to offers as set out in 1. above or to orders as described in 2. above, constitutes a counter offer and suspends the constitution of the contract until it is expressly accepted by the other party. The only exception to this provision is in cases where the offer or the order specifically stipulates that, on a given point, the simple acceptance of the other party is not a condition for the establishment of the contract. Offers made by the company are valid for one month, beginning with the date of their dispatch to the addressee, unless otherwise specifically stipulated. Except with special authorisation, the company can only be committed by written offers, acceptances or agreements jointly signed by two persons empowered to commit it towards third parties, either by the company articles or by a power of attorney. If no such document exists, the company cannot be bound by testimony or presumption, even if the commencement of written proof as provided in article 1347 of the Civil Code exists or it is not possible to draw up prior written proof as provided in article 1348 of that code. The company may, however, appeal to the rules of peremptory evidence with regard to its customers.

3. Prices
a) Prices are net and exclusive of VAT. Unless otherwise specified, all transport and packing costs are the responsibility of customers.
b) If a contract signed with a customer involves goods and/or services to be imported by the company, the price shall be determined on the basis of the selling rate against the Belgian franc for the currency of the country of origin as determined on the Brussels stock exchange on the date of the offer made by the company or the date of the conclusion of the contract, depending upon the case. If the rate in effect on the date of payment differs from that on which the price was based, the company has the right to increase or decrease the price to adjust it to the difference in exchange rates.

4. Terms of payment
a) Payments shall be effected at the company’s head office in cash, any expenses involved in effecting payments are the responsibility of the customer. The existence of a draft is without effect and the conditions of the contract continue to apply. Acceptance by the company of payment in any other form than cash is also without effect on the contract.
b) If the customer is authorised by special conditions to settle the price by time payments and if one of the due dates is not met, the customer shall lose that right and full payment shall automatically become due.
c) If a due date is missed or any other delay in payment occurs, all sums due from the customer shall automatically and without notice be subject to interest at the rate applicable to public transactions for delays with effect from the date of the first missed payment or from the first day beyond the due date. Moreover, any sums still unpaid fifteen days after the dispatch of notice shall be automatically increased by 10 % with a minimum of € 50,00.

5. Delivery
a) Any deadlines for delivery which appear in any kind of contractual document binding upon the company are to be regarded as indicative. In no case shall failure to meet a deadline form the basis of any contractual liability upon the company. Exceptions are only permissible if there is specific provision that deadlines are obligatory or constitute an essential condition of the agreement.
b) If a deadline is imperative, under the specific conditions described below, it shall be deemed to have been met :
1. for supplies which not required for commissioning : if the supply left the factory or storage within the deadline.
2. for supplies required for commissioning: if the commissioning to be effected by company regulations has occurred during the delay.
c) Any event beyond the control of the company or which could not reasonably have been foreseen when the contract was drawn up involves the suspension of imperative delivery deadlines for the period during which that event rendered delivery within the deadline agreed impossible.
d) if delivery is delayed as the result of an event which occurs on the customer’s premises, regardless of its cause, the customer shall be liable to the company for interest on the delay as provided in art. 4,c and storage dues of 0.5 % per month begun, calculated on the price of sale of the goods concerned.
e) If a deadline for delivery is missed and the company can offer no justification, and if the delivery deadline was obligatory, the company shall be liable for an indemnity of 0.5 % of the price of sale of the goods not delivered per week of delay. The total indemnity shall, in no case, exceed 5 % of the price of sale. Moreover, indemnities shall only be due provided the customer can demonstrate that he has suffered direct loss.
f). Partial supplies are permissible.
g) The company should be notified by registered letter of any damage not caused by carriage and visible defects. This shall be done, if possible, immediately after delivery and, in no case, later than :
1. supplies not involved in commissioning or where commissioning had already taken place before delivery: the 7th calendar day after delivery, and,
2. supplies where commissioning has not occurred at the time of delivery : the first working day after commissioning.

Customers may make no claim of any kind against the company regarding the manner in which it has executed its obligation to deliver if they fail to respect the time limits indicated above. The only subsisting guarantee is that against concealed defects on the conditions and subject to the restrictions indicated in point 6 below.

6. Responsibilities of the company after delivery
a) With the exception of the guarantee against concealed defects as set out in articles 1641 and following of the Civil Code and subject to the conditions and limits set out below, the company is bound by no guarantee of any kind as regards the operation of equipment sold.
b) Subject to any changes introduced in special conditions, the company is bound, after delivery of equipment it has sold, by the guarantee against concealed defects provided under article 1641 of the Civil Code, subject to the following conditions and restrictions. The guarantee against concealed defects expires twelve months after the date of delivery. Any claim against the guarantee shall be made by registered letter addressed to the company before the expiration of that period. After that period, no action will be taken in response to any claim of any kind against the guarantee. If the claim against the guarantee is made within the period allowed, the company may, at its discretion, either repair supplies acknowledged as defective or replace them, wholly or in part. In no case shall a claim against the guarantee constitute grounds for cancellation of the sale except on the following terms. If the concealed defect alleged renders it impossible to repair the equipment or replace it, wholly or in part, the sale shall be cancelled on the request of the customer who is not entitled to any claim for damages or interest. The guarantee period for replacement equipment expires at the same time as that applicable to the equipment originally delivered but shall, however, never be less than six months. The company shall in no case be held liable for loss of production, earnings or contracts or another indirect or intangible loss suffered by the purchaser.

7. Property transfer and risks
a) The company retains property in supplies until the customer has fulfilled all his obligations to them. Until that time customers shall not offer supplies as a guarantee or sell them on. If unpaid supplies are intended for use on premises leased by the customer, he shall request prior permission by registered letter from the company before making such use of them, indicating the name and address of the proprietor and the address of the leased premises concerned.
b) Risks are transferred to customers at the moment when supplies are identified in the company’s stores or shops. Consequently carriage is at the customer’s risk, even if there are special conditions requiring the company to cover the cost of carriage, such as the use of the term “free”.

8. Cancellation clause
Any failure by a customer to execute any of his obligations, particularly failure to pay sums due by the deadline, entitles the company to declare contracts in progress automatically cancelled by the dispatch of a registered letter addresses to the customer. Such cancellation does not require prior notice. Cancellation renders it obligatory for customers to return all equipment which has been delivered to them previously. In such event the company shall be entitled to claim damages and interest of not less than 20 % of the price of the order.

9. Guarantees
If it appears that there is any doubt of whatever nature about the customer’s credit, the company is entitled to demand that he offer tangible or personal guarantees, even if the contract originally signed makes no such provision. Customers must furnish such guarantees within the period of time stated in the registered letter forwarded to them by the company for that purpose. If a customer does not provide the guarantees requested within that period of time, the company may exercise the option of declaring the contract automatically cancelled in the manner provided in point 8 above.

10. Documents
The company grants customers the non exclusive right to the use of technical and commercial documents delivered to them under the contract. Such documents shall not be transmitted to third parties without the specific consent of the company.

11. Laws applicable
Belgian law applies. The safety regulations applicable to supplies are those in effect in Belgium at the time of the offer to the customer or on the date when the customer’s order was accepted by the company. The customer shall comply with the regulations in effect in Belgium, Germany and the United States of America regarding export restrictions to which the goods and/or services are subject.

12. Courts competent
Any dispute concerning the validity, interpretation and execution of the agreement signed with the customer shall be resolved by the Courts of Bruges.