1. Definitions, General Provisions and Applicability 

1.1. In these general terms and conditions, the following terms shall have the following meanings: 

• 'Demase': the company Demase B.V., with its registered office in Heppen (Belgium), its (foreign) subsidiaries or affiliated companies, as well as (foreign) agents and employees acting on behalf of Demase. 

• 'Seller': Demase as the beneficiary of these General Terms and Conditions of Sale and Delivery. 

• "Buyer": any natural or legal person to whom the Seller has submitted a quotation or a cost estimate, with whom the Seller is negotiating, or with who the the Seller has concluded a Contract. 

• "Parties": the Seller and the Buyer. 

• "Contract": all agreements concluded between the Buyer and the Seller concerning the supply of goods and/or services, any supplement and/or amendment thereto, as well as all (legal) acts relating to the preparation (including the Seller's offer and the Buyer's acceptance) and the performance thereof. 

• "Product": goods, services and/or works. 

• "in writing": any medium, whether on paper or in electronic form, which expresses ideas in a mutually understandable manner, including email, fax or any other form of communication that can be implemented using current technology and generally accepted practices. 

1.2. These General Terms and Conditions of Sale and Delivery apply to all agreements and resulting obligations whereby the buyer purchases goods, works and/or services in which the buyer purchases goods, works and/or services from the Seller or places an (other) order with the Seller, in the broadest sense of the term. 

1.3. Amendments to the Contract and/or deviations from the provisions of these terms and conditions shall only be binding on the Seller if and to the extent that the Seller has expressly agreed to such amendments or deviations in writing. 

1.4. These General Terms and Conditions of Sale and Delivery were originally drawn up in Dutch. In the event of any ambiguity and/or discrepancy in the interpretation or explanation of these terms and conditions, the Dutch text shall always prevail. 

2. Conclusion of the Contract

 2.1. All offers and quotations made by the Seller are non-binding, unless the parties have expressly agreed otherwise in writing. 

2.2. A Contract is only concluded following written confirmation, including the signing of a Contract by the Seller. 2.3. Verbal commitments and agreements made with the Seller's employees shall only be binding on the Seller if and to the extent that they have been confirmed in writing by the Seller

3. Drawings, models, etc

3.1. Dimensions and weights, as well as similar details in catalogues, images and drawings, are only binding if the parties have expressly agreed to this in writing. 

3.2. Quotations drawn up by the Seller, as well as drawings, models, descriptions, specifications, requirements and calculations prepared or provided by the Seller, and documents, other data carriers or software (including copies) prepared or used by the Seller, shall remain the property of the Seller. 

3.3. If the documents referred to in clause 3.2 are inconsistent with one another and unless otherwise agreed, the order of priority shall be determined by the following rules: a. A document written or signed more recently shall take precedence over a document written or signed previously. b. A description shall take precedence over a drawing. c. A specific rule takes precedence over a general rule; insofar as rule a takes precedence over rules b and c, and rule b takes precedence over rule c. If the application of these rules fails to resolve a matter, the discrepancy shall, in all fairness, be interpreted to the detriment of the party by or on whose behalf the specifications were drawn up. 

4. Confidentiality, Intellectual Property Rights and Penalties

4.1. The Buyer must keep confidential all confidential information that comes to its knowledge in the course of the Contract negotiations. It must treat such information as confidential, must not disclose it and must use it solely for the purposes of these Contract negotiations. Confidential information includes, but is not limited to, know-how, data, information, drawings and the like, in whatever form. Any deviation from this clause is permitted only with the prior written consent of the Seller. The Buyer shall ensure that all third parties engaged by it comply with the same confidentiality obligations. 

4.2. The Buyer warrants that the operation and normal use of the goods and services supplied, in the broadest sense, do not constitute any infringement of the Seller's patent rights, copyright, trade mark rights or other unrestricted rights. 

4.3. For any breach of the above provisions of this clause, the Buyer shall owe the Seller a penalty payment, immediately due and payable, in the amount of €50,000 (in words: fifty thousand euros) or – at the Seller's discretion – €2,000 (in words: two thousand euros) for each day or part of a day on which the breach continues after notification of the breach has been given. The Seller shall be entitled to this contractual penalty without prejudice to any other rights and claims, including claims for specific performance of the breached provisions and the right to damages, insofar as such damages exceed the amount of the contractual penalty owed. 

4.4. The Buyer shall, at its own expense and on a non-reimbursable basis, defend, indemnify and hold harmless the Seller against all damages, liabilities, losses, costs and expenses (including legal fees and fees of other professionals) arising from any claims, lawsuits or proceedings against any of the Sellers arising from the allegation that equipment or services sold by the Seller or its subcontractors, or parts or combinations thereof, or their use, constitute a direct or indirect infringement or misappropriation of third-party rights, including all copyright, patent rights, trade marks, trade secrets, confidentiality rights or other proprietary rights.

 5. Prices

5.1. The prices quoted by the Seller exclude VAT and other taxes, duties and other governmental charges, unless otherwise stated in writing. 

5.2. Unless otherwise agreed, prices are based on delivery on an FCA ('Free Carrier') basis in accordance with the Incoterms in force at the time of the quotation. 

5.3. If, after the conclusion of the Contract, one or more of the cost factors increase, the Seller is entitled to adjust the agreed price accordingly, unless the increase is such that the Buyer cannot reasonably be expected to agree to it. In that case, the Seller is entitled to terminate the Contract. 

5.4. The Seller may invoice separately for any additional work carried out by it as soon as the amount to be charged for such additional work is known. The provisions in paragraphs 1 to 3 inclusive shall apply to such additional work. 

6. Delivery dates

6.1. The delivery dates specified by the Seller in quotations, order confirmations or otherwise shall be adhered to the greatest extent possible; however, the Seller shall not be deemed to be in default merely because a delivery date has been exceeded.

7. Delivery, Transfer of Risk, Retention of Title

7.1. Unless otherwise agreed, delivery and the transfer of risk shall take place on an FCA ('Free Carrier') basis in accordance with the Incoterms in force at the time of the quotation. 

7.2. The products delivered by the Seller shall remain the property of the Seller until the Buyer has paid the purchase price and all other sums owed by the Buyer to the Seller under the Contract. 

7.3. The Buyer is obliged to enable the Seller to exercise its retention of title and to grant the Seller access to the delivered product for this purpose. 

7.4. The Buyer must notify the Seller immediately if and as soon as circumstances arise, including attachments and the like, which might necessitate the Seller's enforcement of the retention of title. 

8. Payment 

8.1. All payments must be credited to the account specified by the Seller by the agreed due date at the latest. 

8.2. If payment is not received by the due date, the Buyer shall automatically be in default without prior notice of default being required. The Buyer shall owe default interest in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, as amended from time to time, increased by three (3) percentage points, together with all judicial and extrajudicial collection costs. Interest shall accrue from the day following the due date until the date of full payment. All other rights of the Seller, including the right to claim damages, shall remain unaffected. 

8.3. All payments shall be made without any deductions, set-offs or delays.

9. Assembly and Installation 

9.1. Where the parties have agreed on the assembly or installation of the product, the Buyer shall be responsible to the Seller for the proper and timely provision of all equipment and/or conditions required for the assembly/installation of the product and/or the proper operation of the product once assembled/installed, provided that and to the extent that such work is carried out by the Seller or on its behalf in accordance with the data and/or drawings provided by it or on its behalf. 

9.2. Notwithstanding the provisions of paragraph 1, the Buyer shall in any event ensure, at its own expense and risk, that: the Seller's staff are able to commence work as soon as they arrive at the installation site and are able to continue their work during normal and customary business hours in the country where the work is to be carried out, and also – if the Seller deems this necessary – outside such hours, provided the Buyer has been informed of this in good time, suitable accommodation and/or facilities are available for the Seller's staff in accordance with statutory provisions, the Contract and customary practice, the access routes to the installation site are suitable and usable for the necessary transport, the designated installation site is suitable and usable for storage and assembly, the necessary storage areas for materials, tools and other objects are available, the necessary and customary auxiliary staff, auxiliary materials, auxiliary and operating materials (fuels, oils and grease, cleaning and other small appliances, gas, water, electricity, steam, compressed air, heating, lighting, etc.) as well as the measuring and testing equipment common at the buyer's premises are available to the seller at the right place, at the right time and free of charge, all necessary safety measures and precautions have been taken and are complied with, and all measures have been taken and are complied with in order to comply with the applicable legal regulations during assembly/installation, from the beginning and during the assembly/installation, the delivered products are available at the correct location. 

9.3. Any damages and costs arising from non-compliance with the provisions in this article or from failure to comply with them in a timely manner shall be borne by the buyer.

10. Warranty 

10.1. The Buyer may only make a claim under the warranty granted by the Seller for the delivered product in writing. 

10.2. The warranty period commences on the delivery date specified in Article 7.1. 

10.3. The following defects, which are attributable either wholly or in part to the following, are in no circumstances covered by the warranty granted by the Seller: a. failure to comply with the operating or maintenance instructions, or use for purposes other than the intended use, b. normal wear and tear, c. assembly/installation by third parties or by the Buyer themselves, d. the application of regulatory requirements concerning the type or quality of the materials used, e. materials, items, processes and designs, insofar as these were used on the express instructions of the Buyer, as well as all materials and items supplied by or on behalf of the Buyer. 

10.4. Notices of defects must be communicated to the Seller in writing as soon as possible, but in any event within 5 working days of their discovery. If this is not the case, the Buyer's claims against the Seller in respect of these defects shall be void. 

11. Liability 

11.1. Without prejudice to the exemptions from liability set out in these terms and conditions, the Seller's liability to the Buyer for culpable negligence and unlawful acts is limited to the amount that can be claimed in this specific case under the Seller's liability insurance, with the maximum amount corresponding to the price owed by the Buyer to the Seller for the goods and services to be supplied by the Seller. The Seller is insured for amounts and under conditions customary in the industry. 

11.2. Under no circumstances shall the Seller be liable for commercial, consequential or indirect losses, including loss of profits, unless these are attributable to the Seller's wilful misconduct or gross negligence. 

11.3. If the Seller provides assistance and support with installation – of whatever kind – without having received installation instructions, this shall be at the Buyer's risk. 

12. Indemnity 

12.1. The Buyer shall indemnify the Seller against all claims by third parties in connection with (the performance of) the agreement between the parties. This indemnity also applies to all losses or costs incurred by the Seller in connection with such a claim. 

13. Force Majeure 

13.1. If the Seller is unable to fulfil its obligations as a result of force majeure (which in any event includes: disruption, restriction or cessation of supply by energy suppliers, failure by third parties to supply necessary materials, strikes and other unforeseeable circumstances that disrupt normal business operations and delay the performance of the Contract or significantly impair the purpose or costs of the Contract), the parties' obligations shall be suspended by mutual agreement. If the force majeure situation persists for more than six months, either party may terminate that part of the Contract – in whole or in part – which has not yet been performed, by giving written notice to the other party, without the other party being entitled to claim damages. 

14. Suspension/Termination 

14.1. Without prejudice to any other rights and claims, the Seller may, at its sole discretion, by written notice to the Buyer, suspend the Contract (or its performance) in whole or in part for a period not exceeding 3 months, or terminate it in whole or in part, if any of the following events occur in relation to the Buyer or similar legal consequences arise in the Buyer's country: 

a. The Buyer ceases to exist or the company has been wound up. 

b. The Buyer has been converted into a different legal form, legally merged or legally divided. 

c. The Buyer has been declared insolvent, has been granted a provisional or permanent suspension of payments, or has been subject to a similar arrangement, or the Buyer has otherwise lost, in whole or in part, the free administration or control over its assets, regardless of whether this condition is irrevocable or not. 

d. The Buyer has ceased trading. 

e. The Buyer has failed to fulfil an obligation under this Contract, or where performance is permanently or temporarily impossible, or is not carried out within the period specified by the Seller in a notice of default, irrespective of whether the non-performance is attributable to the Buyer. For the purposes of this paragraph, a notice of default shall be deemed to be any communication which unambiguously states that the Seller is demanding performance.

15. Governing Law 

15.1. These General Terms and Conditions and all agreements concluded between the Parties shall be governed exclusively by Belgian law. Any dispute arising out of or in connection with these General Terms and Conditions or any agreement between the Parties shall fall within the exclusive jurisdiction of the competent courts of the judicial district in which the Seller has its registered office 

16 Dispute Resolution 

16.1. All disputes arising in connection with the contract or these general terms and conditions of sale and delivery, including all disputes regarding their existence and validity, shall be settled by the competent court of the judicial district in which the Seller has its registered office. 

16.2. The preceding paragraph is exclusively for the benefit of the seller. The seller reserves the right to bring an action before another competent court, regardless of whether proceedings are pending before the court declared competent in the previous paragraph or not. 

17. Severability 

17.1. Should any provision of the contract or of these general terms and conditions of sale and delivery prove to be invalid or ineffective in whole or in part, the remaining provisions shall remain in force. The parties shall replace the invalid or ineffective part with valid and effective provisions whose consequences, with regard to the content and substance of the contract and these general terms and conditions of sale and delivery, correspond as closely as possible to the content and substance of the invalid or ineffective part. 

18. Machine Safety and CE Marking 

18.1. Unless otherwise expressly agreed in writing, the Seller's responsibility is limited to the Products as supplied. The Buyer is solely responsible for the safe installation, integration, commissioning, operation and maintenance of the Products within the Buyer's machinery, production line or installation. 

18.2. The Buyer shall ensure that the Products are installed, operated and maintained exclusively by qualified personnel and in accordance with the Seller's manuals, instructions, technical documentation and all applicable legal and safety requirements. 

18.3. Any modification, alteration, repair, software modification or replacement of components carried out without the Seller's prior written approval shall immediately release the Seller from any warranty, liability and responsibility relating to the modified Products, including any responsibility regarding CE conformity. 

18.4. The Seller shall not be liable for any loss, damage, injury or non-compliance resulting from: improper installation or commissioning by the Buyer or third parties; failure to follow the Seller's instructions; modifications not approved by the Seller; misuse, improper maintenance or operation outside the intended purpose of the Products; the Buyer's failure to comply with applicable safety legislation. 

18.5. Where the Products are incorporated into a larger machine, installation or production line, the Buyer shall be solely responsible for ensuring that the completed assembly complies with all applicable legislation, including but not limited to the applicable European Machinery Regulation or any successor legislation, and for carrying out any required conformity assessment, risk assessment and CE marking of the complete installation. 

18.6. The Buyer shall not remove, alter or obscure any warning labels, serial numbers, CE markings or safety devices affixed to the Products.