General terms and conditions

GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT

Article 1. Applicability of general terms and conditions

1.1. These general terms and conditions apply to all quotations and offers of and agreements (including those that are
concluded electronically) between on the one hand HB Constructie & Machines BV, registered with the Cross Bank of
Enterprises under number 0829.597.745, with registered office at Keitelweg 2112, B-3990 Peer, hereinafter also as
seller or supplier and on the other hand a counterparty as buyer or buyer (hereinafter: “buyer”) relating to the sale and
delivery of goods and related services (these goods and services hereinafter referred to as collectively referred to as:
“products”) by HB Constructie & Machines BV to the customer.

1.2. Except for special conditions stated on the front of the invoice or the order form and signed for approval by the customer,
only and to the exclusion of any other, the conditions of HB Constructie & Machines BV, which are stated below, apply.

Article 2. Offer/formation of agreements

2.1 All offers from HB Constructie & Machines BV are without obligation and can always be revoked by HB Constructie &
Machines BV, even if they contain a term for acceptance.
2.2 An offer can only be accepted in writing.
2.3 HB Constructie & Machines BV nevertheless has the right to accept an acceptance made in a different manner as if it
had been made in writing.
2.4 Unless otherwise stated by HB Constructie & Machines BV, an offer, made both orally and in writing, will automatically
lapse if it has not been accepted in writing by the customer within ten working days.
2.5 Designs, images, drawings, calculations, specifications of measurements, capacities, weights, yields, models, CE
documentation and other data provided by HB Constructie & Machines BV, whether or not included in its catalogues,
brochures, advertisements, on websites and the like are as accurate as possible, but the customer may not fully rely on
the correctness and completeness thereof and are therefore not binding, unless expressly agreed otherwise in writing.

Article 3. Prices

3.1 All prices quoted by HB Constructie & Machines BV are exclusive of VAT, other costs and surcharges, including transport
costs, unless otherwise agreed in writing.
3.2 The prices of HB Constructie & Machines BV and any surcharges are based on the currency ratios applicable at the time
of an offer, the applicable material prices, transport costs and wage costs. If HB Constructie & Machines BV is confronted
with additional costs after the offer or after the conclusion of the agreement due to an increase in material prices, transport
costs, wage costs, import and/or export duties and/or levies of any nature whatsoever, or costs caused by currency
changes , it is entitled to pass on these additional costs to the customer. The customer has the right to terminate the
agreement in writing within eight days after being informed of this price change.
3.3 If we undertake to provide services or performances, one third must be paid upon signing the order form, one third upon
commencement of the performance or service and one third upon delivery or completion.

Article 4. Transport, delivery term, delivery and return procedure

4.1 The goods are shipped at the risk of the customer, unless in case of intent or gross negligence on the part of the carrier.
The transport costs, unless stipulated otherwise, are for the account of the customer.
4.2 Delivery term is understood to mean a term specified by HB Constructie & Machines BV within which the products could
be delivered. This specified term is specified to the best of HB Constructie & Machines BV’s ability on the basis of the
information and circumstances known to it at the time of specifying that delivery time. HB Constructie & Machines BV
makes every effort to deliver the products within the delivery time.
4.3 Specified and/or agreed delivery times are purely indicative and are not binding, unless expressly agreed otherwise in
writing. In the event of late delivery, the customer must therefore give HB Constructie & Machines BV written notice of
default, with due observance of a reasonable term, whereby a term shorter than ten working days is in any case not
considered reasonable.
4.4 Delayed delivery does not entitle the customer to any compensation for damage or costs, to refuse the purchase of
ordered products or to dissolve the agreement.
4.5 If the customer does not collect the goods on the date communicated to him, we reserve the right to consider the
agreement dissolved after the expiry of a period of fifteen days, without prior notice of default. The storage of the goods
pending delivery or collection is at the expense and risk of the customer.
4.6 Unless otherwise agreed, the delivery of the products takes place at the moment that the products have been delivered
to the delivery address by a carrier commissioned by HB Constructie & Machines BV. If the transport takes place on the
instructions of the customer, the products are deemed to have been delivered at the moment that the products are
offered to the carrier by HB Constructie & Machines BV.
4.7 If ordered products are delivered without a representative of the customer being present to receive the products and
there is no secure, closed space at the delivery address for the carrier to place the products, the carrier’s statement that
he has has delivered products in good order as sufficient and complete proof that the products have been delivered in
good order.
4.8 HB Constructie & Machines BV does not refund any compensation for and does not accept return shipments of products
by the customer, unless this has been expressly permitted in advance by HB Constructie & Machines BV and the return
shipment takes place in accordance with the conditions set by HB Constructie & Machines BV.
4.9 In the event of a return without permission from HB Constructie & Machines BV, transport and storage will be at the
expense and risk of the customer.

Article 5. Risk transfer

5.1 From the moment of delivery as provided for in Article 4.6. the risk of the delivered products transfers to the customer.
This risk includes, but is not limited to, loss, damage, storage, loading, transport and unloading or any other reduction in
value of the delivered products.

Article 6. Invoices, payment, due and payable and security

6.1 All invoices are payable via banktransfer, unless other payment conditions have been agreed.
6.2 The protest against the invoice must be made in writing within eight days after the invoice date. You are always requested
to state the date and number of the invoice.
6.3 If a payment term is exceeded, the full invoice amount will be increased by operation of law and without prior notice of
default with the statutory interest for commercial transactions on the basis of the applicable legal provisions (currently
the Law of 2 August 2002 on combating late payment in commercial transactions). In addition, the fixed compensation
of 10% on the invoice amount is due. For the calculation of interest due, a month that has started will be regarded as a
full month.
6.4 The full claim for payment of HB Constructie & Machines BV against the customer is immediately due and payable if:
a) the payment term has expired;
b) customer is bankrupt, has been summoned into bankruptcy or has itself filed for bankruptcy or suspension of
payment, has been placed under provisional administration or a request has been made for this.
c) goods or claims of the customer are seized ;
d) customer dies, is dissolved or liquidated;
e) customer is in financial difficulties, which will be assessed unilaterally by HB Constructie & Machines BV on the
basis of objective information.
6.5 A payment first serves to reduce the costs, then to reduce interest already due and then to reduce the oldest outstanding
principal sum.
6.6 In the event of cancellation of the order, the buyer also owes a fixed compensation amounting to 10% of the value of the
order, with a minimum of 100 euros, subject to the express reservation of the possibility of claiming higher damages.
6.7 All costs of collection, after the customer has been in default, both judicial and extrajudicial, are at the expense of the
customer. The extrajudicial costs are set at at least 15% of the principal sum and interest still due, with a minimum of
€250 excluding VAT, without prejudice to the right of HB Constructie & Machines BV to claim the actual extrajudicial
costs from the customer, if it exceeds this minimum amount . exceed.
6.8 In the event of non-payment, we reserve the right to regard the agreement as dissolved by operation of law and without
prior notice of default for the whole or the part that has not yet been performed.
6.9 In the event of non-payment, we reserve the right to stop further deliveries, performances and services.

Article 7. Complaints

7.1 Complaints regarding the conformity or visible defects concerning the delivery must reach us within eight days after
delivery and in any case before the use or resale of the goods.
7.2 The customer must inspect the products as soon as possible after delivery and inform HB Constructie & Machines BV
in writing of any visible defects within eight days of delivery at the latest. HB Constructie & Machines BV accepts no
liability for such defects that are reported after that period and is in that case not obliged to repair or replace the delivered
products. In that case, the customer cannot return the product to HB Constructie & Machines BV.
7.3 The Customer has a general obligation to investigate with regard to defects other than those referred to in this article
under 3.2. If, after investigation, the customer is of the opinion that a product is defective, or should have known that a
product is defective, he must inform HB Constructie & Machines as soon as possible, but no later than eight days after
he discovered or should have discovered the defect. BV in writing about this with a description in sufficient detail of the
nature and extent of the defect. If the complaint is submitted in time, the customer will give HB Constructie & Machines
BV the opportunity to check the product in question, failing which the complaint will not be eligible for treatment.
7.4 If the complaint is found to be well-founded by HB Constructie & Machines BV, it will be given the necessary time to
carry out the repair it deems necessary, or, at the option of HB Constructie & Machines BV, to replace the rejected
product with another. 0. When replacing rejected
7.5 products can be taken into account the enjoyment that the customer has had in the meantime and HB Constructie &
Machines BV can charge a fair compensation for this.
7.6 Complaints submitted on time will also not be processed and products in question cannot be returned if it appears that
those products have been modified or repaired without the permission of HB Constructie & Machines BV, except in the
event that this has been done with the consent of HB Constructie & Machines BV. has happened.
7.7 In the event of late or incorrect complaint reporting, the delivered goods are deemed to be in conformity with the
agreement and HB Constructie & Machines BV is entitled to charge the customer for the costs it has incurred in
connection with the complaint handling. Submitting a complaint does not entitle the customer to suspend payment and
does not release him from his payment obligations towards HB Constructie & Machines BV.
7.8 The customer must submit complaints about the amount of the invoice, under penalty of forfeiture of its rights in this
respect, to HB Constructie & Machines BV in writing as soon as possible, but no later than eight days after receipt of the
invoice, failing which the complaint will not be is eligible for treatment and the customer continues to owe the invoice
amount to HB Constructie & Machines BV in full.

Article 8. Warranty and warranty period

8.1 For the repair or remedy of defects in products delivered to the customer, HB Constructie & Machines BV guarantees,
within the scope of its warranty obligations and within the warranty period of 1 year after the invoice date, to repair or
replace these products or in any other way it chosen way.
8.2 Only defects that were already present at the time of delivery, but were not visible and become visible within three months
after delivery, will be repaired by HB Constructie & Machines BV by replacement or in another manner chosen by it.
8.3 The warranty in article 8.2 only applies to those defects that were not reasonably observable at the time of delivery and
that manifest themselves under normal operating conditions and with correct use of the delivered item. It does not extend
to defects arising from or related to insufficient or incorrect maintenance, incorrect use, or repairs carried out by or on
behalf of the customer, nor to defects resulting from normal wear and tear. Furthermore, no warranty is given on products
that were not new at the time of delivery.
8.4 The customer can only invoke the rights under Articles 8.1 and 8.2 if he:
 accordance with Article 7. informs you in writing of the defects found; and
 plausible that there is a defect; and also
 all cooperation to enable HB Constructie & Machines BV to remove a defect within a reasonable period of
time.
8.5 Except when the nature of the defect entails that repair must be carried out at the place where the product is located,
the customer will return any part of the item that shows a defect as referred to here for repair or replacement at its own
expense to HB Constructie & Return Machines BVBA. In that case, HB Constructie & Machines BV is deemed to have
fulfilled the guarantee obligation as soon as it has made the repaired part or a replacement part available to the customer
or its carrier.
8.6 The defective products, which have been replaced by HB Constructie & Machines BV on the basis of this article, will
become the property of HB Constructie & Machines BV by operation of law after replacement.
8.7 The statement that HB Constructie & Machines BV does not fulfill a guarantee obligation does not release the customer
from its obligations towards HB Constructie & Machines BV arising from the agreement concluded with HB Constructie
& Machines BV, nor from other agreements with HB Constructie & Machines BV. concluded agreements.
8.8 The Customer cannot transfer rights under this article.

Article 9. Liability

9.1 Without prejudice to the further provisions of these terms and conditions, HB bouw & Machines BV is in any case not
liable for damage caused by improper use of the delivered products or by using them for a purpose other than for
which they are suitable.
9.2 Except for fulfillment of the guarantee obligation by HB Constructie & Machines BV in accordance with articles 8.1 and
8.2 and subject to provisions of mandatory law or public order, any liability of HB Constructie & Machines BV
(including, but not limited to all forms of direct, indirect or consequential damage, loss of profit and damage from an
unlawful act) are excluded, unless and insofar as there is intent or gross negligence on the part of HB Constructie &
Machines BV and subject to the liability expressly accepted in writing by HB Constructie & Machines BV. In all cases –
of direct damage, personal injury or damage caused by delay or damage under any name whatsoever, the liability of
HB Constructie & Machines BV will not extend beyond reimbursement of the invoice amount that the customer owes
HB Constructie & Machines BV on the basis of the relevant delivery to the customer (VAT not included).
9.3 HB Constructie & Machines BV is not liable for oral or written advice, information, recommendations, etc.
9.4 The customer indemnifies HB Constructie & Machines BV against all third-party claims for damage as a result of a
product delivered to the customer by HB Constructie & Machines BV. The Customer is obliged to take out and
maintain adequate insurance insofar as this is necessary in the context of the indemnification of this article, with cover
for such liability.
9.5 The customer indemnifies HB Constructie & Machines BV against all claims from third parties with regard to the use of
designs, images, drawings, calculations, specifications of sizes, capacities, weights, yields, models, CE documentation
and other data provided by or on behalf of the customer.

Article 10. Retention of title

10.1 All products delivered and yet to be delivered on the basis of all agreements concluded between HB Constructie &
Machines BV and the customer (including products already paid for by the customer) remain the exclusive property of
HB Constructie & Machines BV, until all claims in respect of those deliveries made by HB Constructie & Machines BV
on the customer has been or will be paid in full.
10.2 As long as the ownership of the products has not passed to the customer, the customer may not alienate or encumber
the products (including pledging, mortgaging or granting any other right to or for the benefit of third parties). At the first
request of HB Constructie & Machines BV, the customer undertakes to cooperate in establishing a right of pledge on the
claims that the customer acquires or will acquire against its customers on account of the onward delivery of products
delivered by HB Constructie & Machines BV.
10.3 The customer is obliged to keep the products that HB Constructie & Machines BV has delivered to the customer under
retention of title with due care, and also to keep them recognizable as the property of HB Constructie & Machines BV
and in a place separate from other goods.
10.4 HB Constructie & Machines BV is entitled to take back the products that it has delivered to the customer under retention
of title and are still present at the customer if the customer is in default with the fulfillment of its payment obligations, one
of the cases referred to in Article 6.2 applies. or is otherwise in payment difficulties or threatens to be. The customer
shall at all times grant HB Constructie & Machines BV free access to its sites and/or buildings in order to inspect the
products and/or to exercise the rights of HB Constructie & Machines BV.
10.5 The provisions included in Articles 10.1 to 10.4 do not affect the other rights accruing to HB Constructie & Machines BV.

Article 11. Intellectual property rights

11.1 Unless otherwise agreed in writing, HB Constructie & Machines BV retains the copyrights and all industrial and
intellectual property rights to the performances and creations made by it, including but not limited to offers, designs,
images, drawings, CE documentation, manuals provided. , (test) models, software and the like.
11.2 The rights to the performances referred to in Article 11.1 remain the property of HB Constructie & Machines BV
regardless of whether costs have been charged to the customer for the production thereof. These performances may
not be copied, used without the prior express written permission of HB Constructie & Machines BV. or made available
to third parties.

Article 12. Force majeure

12.1 The agreement can be terminated by both parties without any compensation in the event that it is impossible to perform
it as a result of force majeure, strike, lock-out, strike of the other party, etc.
12.2 We also reserve the right to consider the agreement dissolved by operation of law and without prior notice of default in
the event of bankruptcy or apparent insolvency of the customer or purchaser. Expenses related to unpaid bills of
exchange or checks as well as other collection costs are not included in this fixed compensation and are charged
separately to the buyer.

Article 13. Announcements

13.1 Unless stipulated otherwise, all notifications regarding the (execution of the) agreement must be made in writing. The
requirement of “in writing” in these Terms may also be met using email.
13.2 Claims for fulfillment and notices of default by the customer must be made by registered letter, clearly stating what is
required and within what period. This also applies to setting any other term and invoking dissolution of the agreement.
An appeal for dissolution must clearly indicate the grounds for this.

Article 14. Disputes

14.1 The agreement with the customer is exclusively governed by Belgian law.
14.2 In the event of a dispute, or all differences of opinion between the parties, that may arise between HB Constructie &
Machines BV and the customer and that cannot be settled amicably will be submitted to the courts with territorial
jurisdiction for the registered office of HB Constructie & Machines BV.