ALTERNATIV (A.W.S.) s.a.

1. Conclusion, content and interpretation of the agreement

1.1. All orders imply the acceptance without reservation of the present general terms and conditions of sale, which are deemed to be known by the buyer.

1.2. The dispatch of catalogs and price quotations is intended solely to inform the clients and, unless expressly stipulated otherwise, does not imply any commitment on the part of ALTERNATIV S.A./N.V.

1.3. The agreement shall only be concluded by explicit written confirmation by ALTERNATIV S.A./N.V. of the buyer’s order.

1.4. The present general terms and conditions of sale are legally binding on the parties. No amendment, derogation or addition to these general terms and conditions of sale shall have binding force unless expressly accepted by ALTERNATIV S.A./N.V. in writing.

The general or special terms and conditions of the buyer, or of any other party or third party, shall therefore form part of the agreement only insofar as ALTERNATIV S.A./N.V. expressly accepts them in writing.

1.5. The data mentioned in the catalog, on the website or in the price lists are not binding and may be changed without prior notice. The samples are provided by way of example. The material is delivered subject to the usual tolerances for differences in size.

1.6. The value of the order may, with the agreement of both parties, be adjusted on the basis of the quantities actually delivered, should these quantities deviate from the quantities foreseen on the plan and stated in the order confirmation.

1.7 The price quotations and specifications provided by ALTERNATIV S.A./N.V. are always exclusive of any costs that need to be incurred with third parties in order to allow the products to be delivered to the location chosen by the buyer (e.g., costs related to a no parking zone request, the hire of a furniture lift, etc.). If ALTERNATIV S.A./N.V. incurs such costs on behalf of the buyer, the buyer shall be charged at cost price and shall receive the necessary supporting documentation.

2. Delivery

2.1. Unless expressly agreed otherwise in writing, delivery dates and deadlines shall always be non-binding (with an obligation to use best efforts, not an obligation in terms of results).

2.2. In the event that a binding delivery period has been agreed, exceptional circumstances or force majeure shall automatically authorize ALTERNATIV S.A./N.V. either to suspend deliveries or to dissolve the agreement. In neither case shall the buyer be able to claim damages from ALTERNATIV S.A./N.V.

“Exceptional circumstances” or “force majeure” shall be understood to mean any situation or circumstance in which ALTERNATIV S.A./N.V. is prevented from performing its contractual obligations as a result of facts or circumstances beyond its control or for which it has no responsibility.

ALTERNATIV S.A./N.V. shall not be liable for any delays in delivery resulting from (changes in) the procedure for requesting a no parking zone from the local authorities.

2.3 If, after placing an order, the buyer requests that the agreed delivery date be changed, ALTERNATIV S.A./.N.V. reserves the right to charge the buyer for any resultant additional costs.

3. Delivery and risk transfer

3.1. If the buyer designates the products exclusively for the buyer’s own use, the products will be delivered and, if necessary, installed at the address agreed between the parties. In the absence of a delivery address agreed between the parties, the seller will fulfil its delivery and installation obligation by delivering the products to the buyer’s registered office/residence.

3.2. When the buyer purchases all or part of the products with a view to their resale, the buyer shall be considered to be a buyer/reseller. Unless otherwise agreed, products sold to a buyer/reseller will be delivered to the buyer’s storage areas. If, at the time the order is placed, the buyer has failed to provide the address of the storage areas, the seller will fulfil his delivery obligation by delivering the products to the buyer’s registered office/residence.

3.3. Only ALTERNATIV S.A./N.V. shall be entitled to choose the means of transport.

3.4. The buyer/reseller is responsible for the assembly and installation of the products at its client’s premises. The buyer/reseller shall take care of the assembly and installation in accordance with the professional standards and instructions imposed by ALTERNATIV S.A./N.V. It shall be presumed that the buyer/reseller has been informed of these standards and instructions.

3.5. The risk is transferred to the buyer as soon as the products have been delivered to the buyer.

4. Indemnification

4.1. ALTERNATIV S.A./N.V. shall indemnify for the delivered products in the event of manufacturing faults and defects in the materials.

No indemnity shall be granted for damage to the products resulting from abnormal use or from installation, manipulation (such as, for example, relocation), conversion or handling of the products which is abnormal or which does not comply with professional standards and the instructions of ALTERNATIV S.A./N.V., by the buyer or a third party. The buyer shall be deemed to be aware of these standards and instructions and shall be deemed to have transmitted them to its own clients.

4.2. If the installation of the products is carried out at ALTERNATIV S.A./N.V.’s expense, any indemnification for installation defects shall apply only insofar as these defects can be attributed to the installer appointed by ALTERNATIV S.A./N.V. Any treatment of the products by a person other than the installer approved by ALTERNATIV S.A./N.V. and any use of parts other than those supplied by ALTERNATIV S.A./N.V. shall free ALTERNATIV S.A./N.V. from any liability.

4.3. Acceptance of the products and their installation shall be deemed to have been carried out if no complaint has been made within 48 hours of delivery or final completion of the installation. Any complaint due to visible defects, non-conformity or installation error must be brought to the attention of ALTERNATIV S.A./N.V. by registered letter delivered by post within 48 hours of delivery of the products or final completion of their installation. No complaint will subsequently be accepted for non-conformity, visible defects or installation errors.

4.4. Any hidden defects must be notified immediately by registered letter to ALTERNATIV S.A./N.V. at its registered office. If ALTERNATIV S.A./N.V. is responsible for the hidden defect, its liability shall be limited to replacing the products delivered free of charge; it shall not be liable to pay any additional compensation.

4.5. ALTERNATIV S.A./N.V. rejects all liability for any damage caused to third parties. The buyer shall be held fully liable to third parties for any damage resulting from the storage of the products.

5. Prices and terms of payment

5.1. Unless otherwise stipulated, the cost of delivery and installation of the products is included in the price.

5.2. The specifications and price quotations of ALTERNATIV S.A./N.V. are based on the prices of raw materials, remuneration commissions, salaries, etc. in force on the day the quotation is drawn up. Consequently, ALTERNATIV S.A. reserves the right to adjust its prices according to changes in these parameters.

5.3. The invoices of ALTERNATIV S.A./N.V. shall be paid either in cash or within thirty days of the invoice date.

When ordering, a deposit of 30 to 40% of the price must be paid. ALTERNATIV S.A./N.V. reserves the right to invoice according to the progress of the project for any project longer than one month.

5.4. If payment terms have been granted to the buyer on the basis of special conditions in the agreement, the non-payment of one of these terms shall automatically result in the expiry of the agreed terms and in the amounts still due becoming immediately payable.

5.5. Invoices shall be payable at the registered office of ALTERNATIV S.A./N.V., or to the account designated by ALTERNATIV S.A./N.V., with all duties, taxes and bank charges or exchange costs of any kind to be borne by the buyer.

5.6. If payment is made by means of a deposit into a bank account, the date of payment shall be the date on which the amounts due become available to the seller.

5.7. Any invoice not paid by the due date shall automatically be increased by a fixed compensation equal to 15% of the amounts due, with a minimum of 74.37 EUR, to cover the administrative costs incurred as a result of the late payment. In addition, the buyer shall be liable, automatically and without prior notice of default, to pay a conventional late-payment interest of 1% per month on the amounts due, with each month started being considered a full month. ALTERNATIV S.A./N.V. furthermore reserves the right to suspend or cancel the contract as well as any outstanding order.

6. Retention of title

6.1. The products delivered shall remain the exclusive and inalienable property of ALTERNATIV S.A./N.V. until full and unconditional payment of the price, which includes both the principal sum and any extras.

6.2. If the buyer fails to comply with its obligations towards ALTERNATIV S.A./N.V. or if there is a well-founded fear that the buyer will not do so in the near future, ALTERNATIV S.A./N.V. shall retain the right to repossess the products or have them repossessed at the expense of the buyer, regardless of whose hands they are in.

6.3. The products for which ALTERNATIV S.A./N.V. retains title may only be resold within the framework of the buyer’s normal business operations.

6.4. The buyer shall ensure that the products remain easily identifiable until full and unconditional payment of the price due. The buyer bears all risk related to total or partial loss of or damage to the products.

6.5. In the event that third parties wish to establish rights to goods subject to ALTERNATIV S.A./N.V.’s retention of title, the buyer undertakes to immediately inform ALTERNATIV S.A./N.V of this, and to inform the third parties of the existence of a retention of title in ALTERNATIV S.A./N.V.’s favor.

6.6. The buyer undertakes vis-à-vis ALTERNATIV S.A./N.V. to cooperate within reasonable limits with all measures that ALTERNATIV S.A./N.V. may take in order to protect its ownership in respect of the products subject to its retention of title.

7. Solvency

7.1. ALTERNATIV S.A./N.V. reserves the right, even after partial payment, to demand sufficient collateral or personal security from the buyer to ensure proper performance of the agreement. Refusal by the buyer to comply shall entitle ALTERNATIV S.A./N.V. to suspend execution of the agreement or to terminate the sale in whole or in part.

8. Suspension or dissolution of the agreement

8.1. ALTERNATIV S.A./N.V. reserves the right, without prior notice of default being required, to suspend execution of the agreement in whole or in part or to dissolve the agreement in whole or in part:

– in the event of bankruptcy, liquidation, takeover of its activity or transfer of its registered office, cessation of payment or credit wavering, etc. of the buyer;

– in case of seizure, sealing, etc. of the buyer’s products.

8.2. In the event of dissolution of the sale, in whole or in part, due to a fault on the part of the buyer, the latter shall pay ALTERNATIV S.A./N.V. a fixed compensation equal to 20% of the total amount of the contract, by way of fixed compensation for costs incurred and loss of profit, without prejudice to ALTERNATIV S.A./N.V.’s right to prove the existence of greater damage.

9. Use of personal data

9.1. ALTERNATIV S.A./N.V. shall use the buyer’s personal data only in accordance with the Privacy Statement notified to the buyer during the written confirmation of the order.

10. Applicable law and competent courts

10.1. All disputes and proceedings arising from the application of the present general terms and conditions of sale shall fall within the exclusive jurisdiction of the Courts of Brussels.

10.2. The contract is governed by Belgian law.

11. Varia

11.1. ALTERNATIV S.A./N.V. may amend these general terms and conditions at any time. The general terms and conditions in force at the time of ordering the products shall apply to the agreement.

11.2. The nullity of a provision or part of a provision under these general terms and conditions will in no way affect the validity of the remaining part of the provision or the rest of the provisions and clauses.

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