Terms and Conditions agreement.


In the present General Sales Conditions, the word “Seller” designates: GINTIN, an ordinary limited

company incorporated and existing under the laws of Belgium with its registered office at

Liersesteenweg 199, 2520 Ranst (Belgium), with company number 0535.954.692 duly represented by

Thomas Wuyts, Manager

1. Application

The present General Sales Conditions apply to any sale or delivery made by the Seller, to the exclusion

of any general or specific conditions communicated at any time to the buyer (hereafter the “Buyer”),

except for any derogation accepted by the Seller’s written and express consent. Such derogation will

only apply to the specific sale or delivery for which it has been granted.

By making any order, the Buyer acknowledges the present General Sales Conditions and irrevocably

agrees to be bound by them.

2. Quotations and acceptance of order:

All the Seller’s quotations are non-binding, except if stipulated to the contrary by an express and

written statement of the Seller. The Seller will only be bound by an order upon its written confirmation,

or after it has commenced performance thereof.

Prices on an order are based on recent agreements for materials and services. Should prices for any

items be increased, the prices on this order will be subject to increase. The Buyer has the right to cancel

the agreement within eight (8) days of being notified of this price change.

3. Delivery

The delivery times indicated are non-binding on the Seller, and are only given as an estimate. No delay

in delivery may lead to the cancellation of the sale by or payment of damages to the Buyer, except in

case of willful delay. The Seller is entitled to perform partial deliveries. In case of non-delivery of

products, advances that may have been paid by the Buyer will be reimbursed by the Seller, without

any additional interests or other compensation.

The products are dispatched at the risk of the Buyer, except in case of intent or gross negligence on

the part of the carrier. The transport costs are, unless otherwise provided, for the account of the


4. Retention of title

The products supplied by the Seller remain its exclusive property until payment of the price in full by

the Buyer. In case of non-payment upon the due date by the Buyer, the Seller will automatically be

entitled to claim the products back, ipso jure and at the Buyer’s expense. Furthermore, the Seller will

be entitled in such case, upon the giving notice by email with a delivery receipt but without any other

formality or judicial intervention, and without prejudice to its right to claim damages, to cancel the

sale at the detriment of the Buyer.

If the Buyer resells the delivered products before payment of the full price owed to the Seller, the

Buyer’s claim on its customer as a result of this sale will be pledged to the Seller as security for the

payment of the price owed to the latter.

5. Intellectual Property Rights

The Buyer acknowledges and agrees that all existing and future Intellectual Property Rights (such as,

but not limited to copyrights, design and models, trademarks, etc.) that relate to or subsist or reside

in the products, are only owned by the Seller.

The Seller’s Intellectual Property Rights shall at all time remain the property of the Seller. The Buyer is

not allowed to change the products delivered in total or in part or to give these a different name or

packaging, unless otherwise agreed in writing. Any unauthorized use of the Seller’s Intellectual

Property Rights shall be punished according to the intellectual property laws in vigour.

6. Complaints

In order to be valid, any complaint regarding a defect which was or should reasonably have been

noticed at the time of delivery, must be notified within eight (8) days after delivery of the products.

Such complaint will only be valid if the products have remained in the state they were at delivery. No

products may be returned by the Buyer, without the Seller’s prior express and written consent. The

Seller will not issue credit for any allowances, deductions, or materials returned unless Buyer obtains

the Seller’s written consent of same within (8) days of receipt of the products.

7. Warranty

The Seller’s warranty is limited to replacing the concerned products and, if this is not possible,

restitution of the invoiced price.

The Seller is under no circumstances liable for indirect damages, whether general or specific, and

whatever their nature, suffered by the Buyer.

8. Force majeure

The Seller is not liable for any delay in the performance of or failure to perform its obligations arising

from any event beyond its normal control, including, inter alia, interruptions in production, difficulties

in supply, or shortages of raw material, labor, energy or transport, or delays in transportation, strikes,

lock-outs, work interruptions or any other collective labor disputes affecting either the Seller itself or

its suppliers, whether or not such events are foreseeable.

9. Price and payment:

In the event of non-payment of the invoice within the set period mentioned on the invoice (due date),

interest equal to the statutory interest in accordance with the Belgian law on combating late payment

in commercial transactions of 2 August 2002 shall be due from the due date by operation of law

without prior notice of default. In addition, a fixed compensation of 10% of the total invoice amount

is due. The same compensation is payable by the Seller in case of late delivery that is not due to force


The Seller shall be entitled to demand a surety of payment before delivery. Deviating terms and

conditions can be agreed upon express and written statement of the Seller.

To be valid, any complaint regarding invoices will have to be notified by email with a delivery receipt

and formulated in detail within thirty [30] days after receipt of the invoice. No ground, such as e.g. the

filing of a complaint regarding the delivered products, shall entitle the Buyer to withhold its payment.

If an invoice is not fully paid upon its due date or if the Buyer does not fulfil any of its obligations under

the present General Sales Conditions, the Seller shall be entitled, ipso jure and without notice or other

formality, to postpone performance of its obligations towards the Buyer under any agreement, to

terminate any agreement concluded with the Buyer with immediate effect, to claim immediate

payment of all outstanding claims, including those not yet due, or to refuse performance except against

cash payment, notwithstanding any prior agreement and without prejudice to any other remedies

which could be applied by the Seller. Failure to take immediate action against any breach or default by

the Buyer may under no circumstances be construed as a waiver by the Seller of its rights to act against

such breach of default at a later point in time.

10. Cancellation of the order

In the event of cancellation of the order, the Buyer shall be liable to pay fixed compensation amounting

to 15% of the value of the order, with a minimum of 50 €, subject to the express possibility of claiming

higher damages.

11. Storage

If the Buyer does not pick up the products on the date communicated to him, the Seller reserves the

right, after the expiry of a period of fifteen (15) days, to consider the agreement as dissolved, without

prior notice of default. The storage of the products in anticipation of delivery or collection takes place

at the expense and risk of the Buyer. In this respect, the Seller is not liable for the destruction of the

products by theft, fire, water damage and other cases of force majeure.

12. Bankruptcy or apparent insolvency

The Seller also reserves the right to regard the agreement as dissolved by operation of law and without

prior notice of default in the event of bankruptcy or apparent insolvency of the Buyer.

13. Costs

Expenses related to unpaid bills of exchange or cheques as well as other collection costs are not

included in the fixed price of the invoice. The Buyer will be charged separately for any damages not

included in the price of the invoice.

14. Services

If the Seller commit himself to the provision of services or performances, one third party has to be paid

at the signature of the order form, one third at the start of the performance or service and one third

at the delivery or completion thereof.

15. Severability

The fact that one of the clauses of these general conditions is declared null and void shall not affect

the validity of the other clauses.

16. Competence and applicable law

All agreements concluded with the Seller are governed by Belgian Law, to the exclusion of the

provisions of the United Nations Convention on the International Sale of Products.

In the event of any dispute, difference, controversy or claim arising out of in connection with to their

agreements, the parties will first attempt to settle such dispute amicably.

If the parties cannot agree on the resolution of any dispute, they agree to appoint a qualified neutral

third party with expertise in the area of concern (hereinafter “Mediator”). Such Mediator shall be

consulted to mediate and make recommendations as to the resolution of the matter in a timely

manner. The costs of such mediation shall be divided equally between the Parties.

If the Parties have not reached a settlement of such dispute, the dispute shall be settled by arbitration

in accordance with the Rules of Arbitration of Cepani (Belgian Center for Arbitration and Mediation)

as presently in force. The place of arbitration shall be Brussels and the language to be used in the

arbitral procedure shall be English.

The Parties agree to call upon the services of the Belgian Center for Mediation and Arbitration for both

mediation or arbitration (www.cepani.be).

If Cepani’s decision is not satisfactory to one of the Parties, or if for any reason the Parties decide not

to call upon Cepani’s services, they still can submit their disputes to the Courts, provided that these

disputes shall be subjected to by Belgian Law and submitted to the exclusive jurisdiction of the Courts

of Antwerp.

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