1. Terms and conditions

Terms of Use

2.0

Terms of Use

The present Terms of Use for the Web Portal of AGC AUTOMOTIVE EUROPE SA (Automotive Replacement Glass Division) are also available in other languages on our website at http://www.agc-arg.com. The English version is the original version. In case of discrepancy between the English version and any translation thereof, the English version shall prevail.

This Web Portal is owned and operated by the Automotive Replacement Glass (“ARG”) Division of AGC AUTOMOTIVE EUROPE SA, a company incorporated under Belgian law, with registered office located in Belgium, 1348 Louvain-la-Neuve, Avenue Jean Monnet 4, and registered with the Crossroads Bank of Enterprises under number 0442.444.219 (“AGC AUTOMOTIVE EUROPE”).

Access to and use of the AGC AUTOMOTIVE EUROPE Web Portal (the “Web Portal”) is subject to the conditions set out below and the applicable laws (“Terms of Use”).

These Terms of Use should be read in conjunction with AGC AUTOMOTIVE EUROPE’s General Sales Conditions, which apply to the sale and supply of AGC and NordGlass products by the ARG Division of AGC AUTOMOTIVE EUROPE, and AGC AUTOMOTIVE EUROPE’s Web Portal Privacy Policy.

  1. Subject Matter

The Web Portal is intended for use by professional clients having been granted an account and their representatives (i.e. users), exclusive of consumers. The Web Portal enables clients of AGC AUTOMOTIVE EUROPE to create an account through which they can manage their data, consult applicable purchase prices, place orders, follow-up orders, consult and download copies of invoices, debit/credit notes and outstanding balances, as well as submit questions and notify defects.

The aim of the Web Portal, completed by the related mobile applications offering similar functionalities, is to provide clients a user-friendly platform to access ARG products’ information and enable purchasing them. The Web Portal provides a secure working environment for that purpose.

The provisions of articles XII.7, §1, XII.8 and XII.9 of the Belgian Code of Economic Law do not apply to orders placed by means of the Web Portal.

When a client downloads, accesses and/or uses the Web Portal and/or the related mobile applications, the client acknowledges that it agrees to these Terms of Use and that they constitute a legally binding agreement between the client and AGC AUTOMOTIVE EUROPE. If the client does not accept the Terms of Use, it is not entitled to access or use the Web Portal and/or the related mobile applications and the client must refrain from such use.

The user, who accepts these Terms of Use, warrants that it has the authority to do so on behalf of the client and to legally bind the client, it being understood that if a user starts using the Web Portal and/or the related applications on behalf of the client, the client shall be bound towards AGC AUTOMOTIVE EUROPE even if the user does not have the necessary power.

  1. Use of Web Portal
  • User ID and password

AGC AUTOMOTIVE EUROPE shall grant its clients on a discretionary basis a restricted access to the Web Portal, by providing them with as many individual user IDs and passwords as they may reasonably request. The Terms of Use will apply to each client which creates an account in the Web Portal and for as long as it holds an account on the Web Portal. Upon creation of the client account, AGC AUTOMOTIVE EUROPE reserves the right to request particular information and documentation related to the client’s business and its relationship with AGC AUTOMOTIVE EUROPE. The client is responsible to keep the information it has provided to AGC AUTOMOTIVE EUROPE accurate and up-to-date. To that end, clients can access and update the information provided in the account page. All clients are responsible for maintaining the confidentiality and the individual use by designated users of the user IDs and passwords associated with the clients’ account as granted by AGC AUTOMOTIVE EUROPE. The client shall ensure that user IDs and passwords associated with the clients’ account will only be used for the purpose of the commercial relationship between the client and AGC AUTOMOTIVE EUROPE and will not be shared with any third party under any circumstances.

All clients are solely responsible for all activities that occur under their respective accounts and agree to immediately notify AGC AUTOMOTIVE EUROPE if they become aware or if they suspect any unauthorized use of the user IDs and passwords granted to their users. AGC AUTOMOTIVE EUROPE may suspend any client’s account without prior notice if AGC AUTOMOTIVE EUROPE becomes aware of or suspects any unauthorized use of the related user IDs or passwords.

  • Accessibility of the Web Portal

AGC AUTOMOTIVE EUROPE makes commercially reasonable efforts to keep the Web Portal accessible 24 hours a day, seven days a week. Notwithstanding the above, AGC AUTOMOTIVE EUROPE may interrupt access, specifically for maintenance purposes (including updating) and/or for any other technical and operational purposes.

The access and use of the Web Portal are free of charge.

AGC AUTOMOTIVE EUROPE shall give the client reasonable notice of any alterations or changes which are likely to materially affect the access and use of the Web Portal. Such notice may be presented on the Web Portal.

AGC AUTOMOTIVE EUROPE reserves the right to delete obsolete clients’ accounts in order to prevent those clients that are no longer contractually associated with AGC AUTOMOTIVE EUROPE from having access to the Web Portal.

Without prejudice to the above, AGC AUTOMOTIVE EUROPE shall be entitled to suspend or terminate the use of the Web Portal at any time, subject to seven days’ prior written notice.

AGC AUTOMOTIVE EUROPE shall also be entitled to suspend or terminate the use of the Web Portal with immediate effect, subject to prior written notice, in case the client breaches any provision of these Terms of Use.

AGC AUTOMOTIVE EUROPE shall be entitled to suspend and/or terminate the right of a client to place orders on the Web Portal, with immediate effect and without any notice, in case the client fails to pay AGC AUTOMOTIVE EUROPE any amount due under any agreement.

  • Security

AGC AUTOMOTIVE EUROPE shall take reasonable technical and organisational measures to ensure the security of the Web Portal (and the related mobile application) and the information it contains as well as the confidentiality of such information.

  • Users’ related obligations

Clients shall, and shall ensure that their users at any time:

  • use the Web Portal only for purposes permitted by these Terms of Use, and only to the extent permitted by any applicable law, regulation or generally accepted practice in the relevant jurisdiction;
  • not use the Web Portal for illegal purposes or purposes that may damage the rights of AGC AUTOMOTIVE EUROPE or third parties, and in particular, not to provide false, inaccurate or misleading information;
  • not infringe any intellectual property rights or privacy rights of AGC AUTOMOTIVE EUROPE or any third party.
  1. Liability and warranties

AGC AUTOMOTIVE EUROPE reserves the right to change the functionality of the Web Portal and/or the related mobile applications at any time. AGC AUTOMOTIVE EUROPE does not guarantee that a particular content or feature is available on the Web Portal.

AGC AUTOMOTIVE EUROPE does not guarantee uninterrupted access to the Web Portal. AGC AUTOMOTIVE EUROPE will not be liable to the client if for any reason the Web Portal is unavailable or interrupted at any time or for any period.

Although AGC AUTOMOTIVE EUROPE makes reasonable efforts to update the information on the Web Portal, the client accepts that the Web Portal is provided on a "as is" basis and AGC AUTOMOTIVE EUROPE does not guarantee that the Web Portal or any information displayed on it will be free from errors and omissions or up-to-date.

AGC AUTOMOTIVE EUROPE shall use reasonable efforts to correct any error promptly, or provide the client with alternative means of accomplishing the use of the Web Portal. Such correction or substitution constitutes the sole remedy of the client.

To the maximum extent permitted by applicable law, AGC AUTOMOTIVE EUROPE’s liability shall be limited as follows.

AGC AUTOMOTIVE EUROPE is not liable for any damage to or any temporary or permanent accident affecting the client's IT equipment when accessing the Web Portal, navigating through its pages or generally during transmission of files and computer programs using the Web Portal. More specifically, AGC AUTOMOTIVE EUROPE is not liable for any virus or other malware transmitted via its Web Portal.

AGC AUTOMOTIVE EUROPE is not liable for the fraudulent use of its Web Portal by users or third parties. It accepts no liability for any interference in its computer systems or any unauthorized accessing or hacking of information that may result from the use of its Web Portal.

Subject to applicable mandatory rules of national law, AGC AUTOMOTIVE EUROPE is not liable to the client for (i) loss of revenues, profits, sales or business, (ii) business interruption, (iii) loss of anticipated savings, (iv) loss of business opportunity, goodwill or damage to reputation, (v) loss or corruption of data and, more generally, (vi) indirect and consequential damages of any kind. The above limitation of liability of AGC AUTOMOTIVE EUROPE shall apply for damages caused by its ordinary faults and its negligence but will not apply for damages caused by AGC AUTOMOTIVE EUROPE’s fraud, willful misconduct or gross negligence, or negligence resulting in death or personal injury. [For United Kingdom only: The above limitation of liability of AGC AUTOMOTIVE EUROPE shall apply to all damages suffered, including (without limitation) those caused by its breach of these Terms of Use or its gross negligence.]

Under no circumstances shall AGC AUTOMOTIVE EUROPE be liable for damages caused to the client or any other person due to an ordinary fault, gross negligence, willful misconduct or fraud committed by AGC AUTOMOTIVE EUROPE's subcontractors or agents which are not subsidiaries of AGC AUTOMOTIVE EUROPE. [For United Kingdom only: Under no circumstances shall AGC AUTOMOTIVE EUROPE be liable for damages caused to the client or any other person due to a breach, gross negligence, willful misconduct or fraud committed by AGC AUTOMOTIVE EUROPE's subcontractors or agents which are not subsidiaries of AGC AUTOMOTIVE EUROPE.]

Any claim the client may have in relation to its use of the Web Portal shall be time-barred if not notified by registered mail, postage prepaid, with acknowledgement of receipt, within a period of six months after becoming aware of the cause of the claim.

  1. Processing of Personal Data

“Personal Data” refers to any information that relates to an identified or identifiable user.

Upon request of their user IDs and passwords enabling access to and use of the Web Portal and/or the related mobile application, all users shall be granted access to our Web Portal Privacy Policy informing them of the processing and transfer of the Personal Data they communicate via the Web Portal and/or the related mobile application to AGC AUTOMOTIVE EUROPE for the purposes described in such Web Portal Privacy Policy.This Web Portal Privacy Policy sets out the conditions under which AGC AUTOMOTIVE EUROPE, as data controller, processes the Personal Data of users and the rights of the users and obligations of AGC AUTOMOTIVE EUROPE in relation to such processing.

If the client provides Personal Data about other employees and agents of the client, the client shall inform these employees and agents about the processing of their Personal Data by AGC AUTOMOTIVE EUROPE and make sure that such communication is made in compliance with applicable law.

For that purpose, the Web Portal Privacy Policy of AGC AUTOMOTIVE EUROPE is available to the client upon request. The Web Portal and related mobile applications will not be accessible until this Web Portal Privacy Policy has been accepted by the user.

The processing of Personal Data will be subject to the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation, “GDPR”).

  1. Use of cookies

A cookie is a text file which may be placed on the computer of the user when visiting the Web Portal. It contains information that is collected from such computer and sent back to the Web Portal on each subsequent visit so as to remember actions and preferences of the user over time.

AGC AUTOMOTIVE EUROPE uses only cookies to identify and memorise the user’s country and language preferences upon first access to the Web Portal as well as the user’s ID and password upon login to the Web Portal (both being technical cookies) and to identify and record which pages of the Web Portal are being accessed (via analytics cookies). These cookies help AGC AUTOMOTIVE EUROPE to improve the browsing experience on the Web Portal and tailor it to users’ and clients’ needs. AGC AUTOMOTIVE EUROPE also uses this information for statistical analysis. Unless otherwise legally required, the data will remain on the system for maximum 12 months from the last use of the Web Portal by a given user and will be removed from the system thereafter. AGC AUTOMOTIVE EUROPE may share this information with third parties in compliance with the applicable data protection rules.

Additional information regarding the use of cookies by AGC AUTOMOTIVE EUROPE is set out in our Web Portal Privacy Policy.

  1. Confidentiality

The client undertakes that it will not disclose, make public, divulge or communicate to any third party, except to its employees and agents to whom it is necessary to divulge it, any confidential information, which may have (or may in the future) come to the client’s knowledge. Confidential information shall only be used for the purposes for which it has been disclosed.

Confidential information shall be all information that has been marked as being confidential or that must, due to its nature or the manner of its disclosure, reasonably be deemed as being confidential (even if it has not been marked as such). Confidential information shall include all the scientific and technical information, as well as the commercial, operational and financial information, in whatever form such information is provided.

Only information which is publicly available at the time of its disclosure or which subsequently becomes publicly available through no breach of confidentiality is excluded from this confidentiality obligation.

If the client breaches any obligation under this section, AGC AUTOMOTIVE EUROPE reserves the right to take legal action to obtain compensation for any damage resulting therefrom.

This obligation shall remain until the information is made publicly available through no breach of confidentiality.

  1. Intellectual property

The structure, format and all other components of the Web Portal are protected for the benefit of AGC AUTOMOTIVE EUROPE specifically by the laws on (i) copyright, (ii) the protection of computer programs, and (iii) databases rights as well as any other relevant intellectual property rights. The client agrees not to violate AGC AUTOMOTIVE EUROPE's rights.

The client is permitted to read and use the contents of AGC AUTOMOTIVE EUROPE Web Portal for internal business use only. Where materials are made available to the client for download or by e-mail, the client is entitled to download and copy these materials for internal business use only, provided (i) the materials are not altered in any way and (ii) to the extent that these materials are confidential information, that they are treated and disposed of as confidential information.

Other names of products or companies appearing on the Web Portal may be trademarks of their respective owners. The client may not modify, copy, distribute, transmit, disseminate, reproduce, publish, license, transfer or sell any information, software, product or service obtained via the Web Portal, nor create derivative works from the above items without the prior written consent of AGC AUTOMOTIVE EUROPE.

  1. Links to other websites

Where the Web Portal contains links to other websites and resources provided by third parties, these links are provided for information only. These other websites and resources remain the sole responsibility of the owner of the websites and resources in question. AGC AUTOMOTIVE EUROPE cannot exercise any permanent monitoring of these websites and resources nor can it accept any responsibility for their contents. The inclusion of these links in no way implies that AGC AUTOMOTIVE EUROPE endorses their contents. As such, AGC AUTOMOTIVE EUROPE accepts no responsibility either for material and information of any kind whatsoever contained in or distributed on these websites and resources, or the way in which they may process personal information.

  1. Protection of rights and competent jurisdiction

These Terms of Use are governed by Belgian law.

In case of breach of these Terms of Use by any of the parties, the other party may take legal action and request compensation for any damage caused.

With respect to legal actions initiated by the client, the courts of Brussels shall have exclusive jurisdiction. AGC AUTOMOTIVE EUROPE may initiate legal actions either before the courts of Brussels or the courts of the place of residence of the client.

  1. Miscellaneous

In case any provision of these Terms of Use is declared null and void or inapplicable by a competent court, AGC AUTOMOTIVE EUROPE shall replace such provision by a valid and applicable provision, the terms of which will be as close as possible to those of the original provision. All other provisions contained in the Terms of Use shall remain in force.

The failure of AGC AUTOMOTIVE EUROPE to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

These Terms of Use represent the entire agreement between the client and AGC AUTOMOTIVE EUROPE in connection with the use of the Web Portal and they supersede and replace (i) all current or previous communications and information, whether in electronic, written or oral form, between the client and AGC AUTOMOTIVE EUROPE in connection with the Web Portal and (ii) any terms and conditions of the client.

A printed version of these Terms of Use and of any notice issued in electronic form shall constitute evidence and be enforceable in any legal action in connection with the use of the Web Portal.

  1. Changes to Terms of Use

AGC AUTOMOTIVE EUROPE reserves the right to amend these Terms of Use at any time. AGC AUTOMOTIVE EUROPE will inform the client with a pop-up notice when users log into the Web Portal giving access to the amended Terms of Use (as the case may be, amendments may also be included in the monthly newsletters that may be sent to clients). Such amendment to the Terms of Use will enter into force on the date indicated in the notice. The Web Portal will only be accessible after such date, provided that the client has accepted the amended Terms of Use.

 

AGC AUTOMOTIVE EUROPE SA

GENERAL SALES CONDITIONS

The present General Sales Conditions of AGC AUTOMOTIVE EUROPE SA (Automotive Replacement Glass Division) are also available in other languages on our website http://www.agc-arg.com. The English version is the original version. In case of discrepancy between the English version and any translation thereof, the English version shall prevail.

  1. Identification of the parties

1.1. In the framework of the present General Sales Conditions, the term "seller" refers to AGC AUTOMOTIVE EUROPE SA (Automotive Replacement Glass Division), a company incorporated under Belgian law with registered office located in Belgium, 1348 Louvain-la-Neuve, Avenue Jean Monnet 4, and registered with the Crossroads Bank for Enterprises under number 0442.444.219, as well as its affiliates.

1.2. In the framework of these General Sales Conditions, the term "buyer" refers to the person placing an order. The seller has the right to request from the buyer all information relevant to the transaction such as its exact name, legal form, registered office, VAT registration number and its financial statements as well as the identity and power of its representatives involved in the transaction. The physical person, who accepts these General Sales Conditions, warrants that he/she has the authority to do so on behalf of the buyer and to legally bind the buyer, it being understood that if a physical person places an order on behalf of a buyer, the buyer is bound towards the seller even if this physical person does not have the necessary power.

  1. Content and interpretation of the contract

2.1. All offers, orders, order confirmations, sales and deliveries related to the sellers' products are subject to these General Sales Conditions. These General Sales Conditions shall apply to the sale and supply of all products by the ARG Division of AGC AUTOMOTIVE EUROPE.

2.2. Buyers which make orders under whatsoever form or sign in advance these General Sales Conditions with electronic or manual signature, automatically fully acknowledge the existence of these General Sales Conditions and unreservedly accept them, with the exclusion of any contrary conditions communicated by the buyer.

The seller reserves the right to amend the General Sales Conditions at any time. The seller shall inform the buyer with a reasonable prior notice about any amendment to these General Sales Conditions. Such amendment to the General Sales Conditions will enter into force on the date indicated therein and any further orders after such date shall confirm acceptance thereof.

2.3. All additions, modifications or derogations proposed by the buyer to these General Sales Conditions or to an order already accepted by the seller must first be formally accepted by the seller in writing.

2.4. The terms used will be interpreted in accordance with Incoterms (2020 version) published by the International Chamber of Commerce. All other terms are interpreted according to the applicable law as determined in Clause 14 of these general terms.

2.5. Catalogues, price lists and samples are given to buyers for information purposes only. They do not constitute a contractual offer.

  1. Conclusion of the contract

Orders submitted by buyers to seller shall constitute an offer. No binding contract shall come into effect unless and until the seller has verified and confirmed the order to the buyer. Where the conditions of the order cannot be met by the seller, the seller may issue a counteroffer to the buyer. In such case, no contract shall come into effect unless and until the buyer confirms its agreement with the counteroffer.

The contract is deemed to be concluded:

(i) at the moment the buyer receives the seller’s confirmation of the order, the moment of receipt being deemed to have occurred (a) on the same day as the day on which seller confirmed the order in case of communication via the Web Portal, via email, by phone or in person or (b) two days after the day on which seller confirmed the order in case of communication by letter (if buyer and seller are located in the same jurisdiction) or three days after the day on which seller confirmed the order in case of communication by letter (if buyer and seller are located in different jurisdictions).

(ii) at the moment the seller receives confirmation of the buyer’s agreement with the seller’s counteroffer, the moment of receipt being deemed to have occurred (a) on the same day as the day on which buyer confirmed its agreement with the counteroffer in case of communication via the Web Portal, via email, by phone or in person or (b) two days after the day on which buyer confirmed its agreement with the counteroffer in case of communication by letter (if buyer and seller are located in the same jurisdiction) or three days after the day on which buyer confirmed its agreement with the counteroffer in case of communication by letter (if buyer and seller are located in different jurisdictions).

  1. Characteristics, appearance and use of products

The seller reserves the right to change certain characteristics of the products as long as the normal use for which the product is intended is not modified, it being understood that the buyer will be informed of such changes by the seller. The seller also reserves the right to stop production of any product at any time. The seller may continue to sell already manufactured products while stocks last.

  1. Force majeure

If the performance of any contract or any obligation thereunder is prevented by force majeure, the seller or buyer, as the case may be, shall be excused, provided that the affected party shall use reasonable endeavours to overcome or remedy its inability to perform as promptly as possible and shall cause performance without delay whenever such cause is removed.

Force majeure shall mean any event or circumstance that prevents or impedes a Party from performing one or more of its contractual obligations under the contract, if and to the extent that such Party proves: [a] that such impediment is beyond its reasonable control; and [b] that it could not reasonably have been foreseen at the time of the conclusion of the contract; and [c] that the effects of the impediment could not reasonably have been avoided or overcome by the affected Party. Force majeure includes, without any limitation to the foregoing: strikes (including strikes of suppliers or sub-contractors), other industrial action, fire, accidents, embargo, failure to secure materials from the usual source of supply (except if such failure is caused by the negligence of the seller), failure in the production equipment (except if such failure is caused by lack of maintenance), war or civil war, civil unrest, riots, actions by military, law enforcement or civil authorities, earthquakes, exceptional weather conditions, epidemics, pandemics, flood, new laws or regulations, power blackouts, explosions, specific work interruptions and lockout, machine breakdown or delay in the provision of parts, goods or services ordered from third parties and which are necessary for the supply of ordered products and services.

If a force majeure event persists for more than 60 days, each party shall be entitled to terminate the agreement or cancel the impacted order by a written declaration.

  1. Unforeseen or unpredictable events

If, after the acceptance of an order or, as the case may be, a counteroffer, unforeseen or unpredictable circumstances arise and extraordinarily burden the fulfillment of the order by the seller, the seller will renegotiate the conditions of such order with the buyer and, as the case may be, be authorized to suspend the order or to adjust its obligations relating to such order.

  1. Delivery - Transfer of Risks - Transport

7.1. Unless otherwise agreed, the seller takes care of the delivery at the buyer’s location, including the packaging of the products, their loading, transportation, insurance coverage and custom duties until unloading by the buyer, in accordance with the Delivered Duty Paid (“DDP”) (Incoterms® 2020). Any delivery time is given as an indication only and shall not constitute a contractual obligation, unless otherwise expressly agreed in writing by the seller. Failure to comply with such delivery time shall not give rise to any right to claim any loss or damage unless such failure is a result of wilful misconduct or gross negligence on the part of the seller. In case of the occurrence of a force majeure event, the seller may upon prior notification to the buyer immediately suspend deliveries without any compensation whatsoever to the buyer, even if a delivery time was expressly agreed in writing by the seller. Delivery time may be extended if and for so long as the buyer is delayed in the performance of any obligation to seller. As soon as the products are delivered at the buyer’s location, all risks related to these products are transferred to the buyer which becomes fully and solely responsible, including without limitation with regard to environmental and health protection and, as the case may be, packaging standards, custom, transportation and insurance formalities and costs for subsequent deliveries of the products.

7.2. If the buyer does not enable the seller to proceed with the delivery of the order at a scheduled delivery date, the seller will be entitled (i) to transport and store the products at a third party warehouse or (iii) to take any other conservatory measures at the seller's option, in both cases at the buyers' own risks and expenses.

7.3. When packagings are the property of the seller and returnable, they must be returned to the seller except if agreed otherwise by the Parties. Any re-use of such equipment by the buyer is not permitted except if the seller gave his consent.

  1. Acceptance - complaints

8.1. In accordance with agreed Incoterms®2020, the buyer is obliged to inspect each delivery in order to detect any nonconformities or defects following the steps described below.

8.2. Upon receipt of a delivery, the buyer must examine immediately the packaging of the products and verify the quantity and the integrity of the products in conformity with the order confirmed by the seller.

If the buyer notices a problem after examination, it must report it in written to the seller, at the latest, within 1 calendar day of the delivery (for overnight deliveries customer must claim before noon (12:00) of the delivery date) and before reselling, using (including installing) the products in any way. When the buyer is a wholesale distributor it must report it in written to the seller, at the latest, within 7 calendar days.

8.3. If, subsequently, a defect, which could not have been detected upon examination by the buyer pursuant to article 8.2 appears, the buyer must inform the seller by registered and duly motivated letter or electronic means with acknowledgement of receipt within 48 hours of discovering or, in case of subsequent sale, being notified of the defect, failing which such complaint shall not be valid. In any case, all claims for nonconformity or defective product must be notified, within 3 months from delivery for the handling problems and within 2 years from delivery for functional problems, in accordance with the ARG official coding rules accessible to the buyer upon request.

8.4. In case of defect, the buyer must keep the defectives products at the seller's disposal for inspection for a period of at least 90 days. If the seller has approved the products to be returned, the buyer is responsible for accurate packaging for the transportation. The seller may invoice a compensation fee to the buyer for return costs and expenses in case the returned product is in conformity with the order or the counteroffer.

8.5. In case of failure of the buyer to comply with the obligations set out in articles 8.1 to 8.4, the seller shall not be held liable for such nonconformities or defects.

  1. Guarantee

9.1. The seller warrants to the buyer that the products shall conform to appropriate product and industry standards as approved or defined by the European Committee for Standardisation. All terms, conditions and warranties, other than those expressly set out in these general terms and in the seller’s particular terms of sale or in any specific written warranty issued by the seller or as otherwise specifically agreed in writing by the seller, are excluded.

9.2. Samples of products are provided exclusively for information and entail no commitment from the seller, unless otherwise explicitly stipulated in writing by the seller.

9.3. Optical, dimensional or other physical properties of the products are subject to the seller’s manufacturing specifications, tolerances and/or standards, details of which are available on request.

9.4. Guarantees no longer apply if abnormal use, installation or handling of the product takes place or if a use, installation or handling of the product takes place which is contrary to the recognized industry standards or published in the seller’s technical documentation.

The buyer is presumed to be informed of the recognized industry standards and is presumed to have transmitted the same to its own customers.

  1. Liability and damages

10.1. To the maximum extent permitted by applicable law, the seller’s liability shall be limited as follows.

Subject to applicable mandatory rules of national law, the seller is not liable to the buyer for (i) loss of revenues, profits, sales or business, (ii) business interruption, (iii) loss of anticipated savings, (iv) loss of business opportunity, goodwill or damage to reputation, (v) loss or corruption of data and, more generally, (vi) indirect and consequential damages of any kind. The above limitation of liability of the seller shall apply for damages caused by its ordinary faults and its negligence but will not apply for damages caused by the seller’s fraudulent intent, willful misconduct or gross negligence, or negligence resulting in death or personal injury. [For United Kingdom only: The above limitation of liability of the seller shall apply to all damages suffered, including (without limitation) those caused by its breach of these Terms of Use or its gross negligence.]

Under no circumstances shall the seller be liable, whether contractually or in tort, for damages caused to the buyer or any other person due to an ordinary fault, gross negligence, gross misconduct or fraud committed by third parties such as the seller's subcontractors or agents which are not subsidiaries of the seller. [For United Kingdom only: To the maximum extent permitted by applicable law, under no circumstances shall the seller be liable for damages caused to the buyer or any other person due to a breach, gross negligence, willful misconduct or fraud committed by the seller's subcontractors or agents which are not subsidiaries of the seller.]

10.2. Except for situations provided for by these General Sales Conditions and except for mandatory legal provisions to the contrary, the seller will never be held, for whatever reasons, to pay damages to the buyer or a third party.

[for United Kingdom only: To the maximum extent permitted by applicable law, the liability of the seller as described in these General Sales Conditions represents the seller’s only liability to the buyer or any third party in relation thereto. The limits on liability set out in this article 10 shall not apply in respect of: (a) any liability for death or personal injury resulting from a party’s negligence; (b) any liability for fraud or fraudulent misrepresentation by a party; (c) the obligation on the buyer to pay any undisputed payments; (d) any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or (e) any other liability to the extent to which it cannot be lawfully excluded.]

  1. Reservation of title

11.1. Until their installation or handling by the buyer, products delivered remain the property of the seller until total unconditional payment of any debt of the buyer towards the seller (principal, interests and any other charges and fees). This reservation of title does not affect the transfer of risks foreseen in article 7 of these general sales conditions.

11.2. If payment has not been made by the due date, the seller can choose to pursue the payment of the debts or withdraw from the contract and take over the products (not yet installed or otherwise handled) at the buyer's expense, wherever they may be as long as the products are under the control of the buyer.

11.3. Until full and unconditional payment has been made:

(i) buyers acting as wholesale distributors will ensure that the products remain easily identifiable and that the reservation of title is notified and made enforceable towards their customers; and

(ii) The buyer will inform the seller of all seizures of products by third parties and will give the seller all the necessary information for the protection of its rights.

11.4. For avoidance of doubt, it is indicated that this reservation of title clause also applies if the seller has accepted payment terms or other payment methods.

  1. Price and terms of payment

12.1. Except as otherwise agreed, prices are exclusive of VAT and any other taxes.

12.2. The seller reserves its rights to adapt the price list of the products from time to time. Such adaptations will be communicated to the buyer with reasonable prior notice. The price and payment terms agreed at the time of a confirmed order or agreed counteroffer is applicable to that order or counteroffer without any possible variation.

12.3. Unless otherwise specified in writing by the seller, invoices are payable in euro to the bank account provided by the seller or at the seller’s store or warehouse by payment card, exclusive of credit card. Any discount will be granted on the price without VAT. Discounts will not apply until full payment of any overdue invoice and all costs and interests related thereto. Costs related to the payment are borne by the buyer. The seller reserves the right to require a deposit or payment in full or payment upon delivery or upon confirmation of the order or counteroffer.

Invoice and credit or debit notes may be issued on paper or electronically at the discretion of the seller.

The buyer must communicate to the seller any complaint related to any invoice, by registered letter, within eight days of the date of that invoice. Otherwise, such invoice will irrevocably be considered as final and accepted.

12.4. Without prejudice to the seller's other rights, all amounts which are unpaid on their due date will, without formal notice, be subject to interest calculated as from the due date at the refinancing rate of the European Central Bank plus 8 points. In addition, the seller is intitled to claim a lump sum amount to the buyer corresponding to fifteen percent of the amount due covering without limitation administrative expenses, pre-procedural costs and incasso-costs resulting from the buyer’s delay in payment.

12.5. In the case of invoices partially paid at their due date:

(i) all unpaid amounts due by the buyer to the seller, whatever they relate to, remain payable immediately by the buyer; and

(ii) the seller reserves the right to suspend or cancel all open orders.

If, after confirmation of an order or a counteroffer, the seller faces a late payment by the buyer or becomes aware that the buyer is facing insolvency issues (e.g. in case the buyer is subject to a request to be placed in a protection scheme due to its financial difficulties), the seller reserves the right to require deposits, a pledge, a personal guarantee or a payment on delivery or to apply article 12.7 or 13.

12.6. In case the buyer has requested that no local VAT be charged due to the destination of the products, the buyer shall provide the seller, upon its request, with all evidence showing that the products were delivered in the relevant location to benefit from a local VAT exemption. In case local VAT is requested to the seller, the buyer shall hold harmless and indemnify the seller for all amounts due (including without limitation the local VAT amount due as well as fines and late payment interest) levied by the tax authorities.

12.7. In case the buyer fails to pay to the seller any amount at its due date, the seller reserves the right to suspend any pending order and/or refuse any new order from the buyer.

12.8. Moreover, upon written notice by the seller to the buyer, all outstanding obligations between the seller and the buyer that exist at the moment of such notice shall be netted by novation, consolidating such obligations into a single net amount payable by the party whose obligations exceed those of the other party. Such netting is subject to the provisions of Article 14 of the Belgian Law of 15 December 2004 or in case Belgian law is not by default the applicable law, to the applicable laws on financial security and/or insolvency.

  1. Cancellation or suspension of the order

Without prejudice to the seller's other rights, the seller reserves the right to suspend or partially or completely cancel the order without prior notice in the following situations:

(i) bankruptcy, liquidation or payment problems experienced by the buyer; or [For Denmark only,  replaced by (i) liquidation or payment problems experienced by the buyer]

(ii) seizure or other encumbrance affecting the buyer's assets; or

(iii) the buyer's activities being taken over by a third party; or

(iv) the absence of positive response from the buyer within five days following the serving of a notice by the seller for breach of the buyer’s obligations.

  1. Applicable law - Assignment of jurisdiction

14.1. Belgian law governs these General Sales Conditions, with the exclusion of the Vienna Convention on the sale of goods. However the reservation of title clause (article 11) is subject to German law.

14.2. With respect to legal actions initiated by the buyer, the courts of Brabant Wallon shall have exclusive jurisdiction. The seller may initiate legal actions either before the courts of Brabant Wallon or the courts of the place of residence of the buyer.

  1. Confidentiality obligations

The buyer undertakes not to disclose to third parties (with the exception of its own sales representatives and/or agents) the existence, the content and the conditions pertaining to the sales contracts already finalised or to be finalised with the seller and it also undertakes to use the information and the data acquired solely for the purposes of finalising the contract, unless it obtained the prior express written consent from the seller to use such information or data for specified other purposes.

The afore-mentioned commitment pertains to all the scientific and technical information related to the products sold under these general terms, as well as the commercial and financial information, in whatever form such information is provided.

Only information which is in the public domain at the time of its disclosure is excluded from this confidentiality obligation.

The buyer shall be held liable towards the seller for any and all breaches, on its part and/or on the part of its sales representatives or agents, of the confidentiality provisions and other provisions contained in these general terms.

  1. Privacy

The Parties shall comply with their respective obligations under Applicable Data Protection Laws (i.e. the Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“General Data Protection Regulation” or “GDPR”), and any corresponding or equivalent national laws or regulations, any judicial or administrative interpretation of any of the above, any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any regulatory authority). Parties further acknowledge that in relation to the data processing as required for the execution of the contract, they each act as a data controller within the meaning of Applicable Data Protection Laws and, as such, they are each responsible for their processing activities hereunder. In the event that any of the services involve the processing of personal data by the seller on behalf of and upon the instructions of the buyer, the seller shall act as data processor and the buyer as data controller and a data processing agreement shall be concluded in compliance with Applicable Data Protection Laws.

  1. Phone recordings

Where orders are placed via voice communications (such as by telephone), the seller may record such phone conversations to evidence the related commercial transaction and may retain such recordings for a period of time in line with the local time-barring rules. Such recordings will be subject to articles 16 and 17 of these General Sales Conditions and will take place subject to the buyer’s representative explicit consent based on adequate prior information provided by the seller regarding the purpose and modalities of the recording. The buyer undertakes to inform the relevant representatives of its personnel about such recording.

  1. Export Control

Each party agrees in its performance of the sales agreement, to comply with all applicable Export Control legislation and trade sanction regimes, including but not limited to the UK Export Control Act 2002, the UK Export Control Order 2008, the EU Dual-Use Regulation 2021/821, the U.S.A Export Administration Regulations, the U.S.A. Office of Foreign Control Asset Regulations, and where applicable, national trade control laws and regulations.

  1. Miscellaneous

In case any provision of these General Sales Conditions is declared null and void or inapplicable by a competent court, the seller shall replace such provision by a valid and applicable provision, the terms of which will be as close as possible to those of the original provision. All other provisions contained in the General Sales Conditions shall remain in force.

The failure of the seller to exercise or enforce any right or provision of these General Sales Conditions shall not constitute a waiver of such right or provision.

A printed version of these General Sales Conditions and of any notice issued in electronic form under the General Sales Conditions shall constitute evidence and be enforceable in any legal action in connection with any order by the buyer.