GENERAL CONDITIONS – LS Global bvba

Article 1 – GENERAL

Present general conditions apply to any sale, service or work delivered by or to be delivered by LS Global bvba. The buyer/customer declares having read these conditions and to accept them explicitly each time he enters into or continues a contractual relation with LS Global bvba. Except when explicitly agreed otherwise, these general conditions shall get priority on any general and specific conditions of the buyer/customer and on general legal stipulations.

 

Article 2 – TRANSFER OF RISK

Except when deviated from by LS Global bvba by means of written agreement, delivery shall be ex warehouse under Incoterms 2000 stipulating that:

– The goods shall be packed with an eye to the transport as provided by and well known to LS Global bvba;

– The customer will bear the risk from the time the goods shall leave the warehouse of LS Global bvba;

If LS Global bvba agrees in writing to another kind of delivery than delivery ex-warehouse, and in as far as LS Global will bear any liability for the transport, the consignee of the customer or the customer himself will be bound –in case of loss or damage- to inform LS Global bvba or the official agent of LS Global bvba’s insurer without delay and in writing, in the absence of which each redress against LS Global bvba and/or LS Global bvba’s insurer will lapse. This immediate notice is to be effected either in the harbour or at any other place where the loss or damage is established. The customer is to supply the agent of LS Global bvba’s insurer with all necessary means to help him in ascertaining the facts and to do all necessary research in order to exercise redress, in the absence of which LS Global bvba declines all liability. All costs, not explicitly included in LS Global bvba’s written agreement, such as additional costs of packing, transport, loading and unloading expenses, cost of temporary storage, costs of handling and insurance cover, are not included in the price and shall be borne by the customer. All operations from LS Global bvba after delivery, as provided in the written agreement, shall be carried out in name of, on account of and under liability of the customer.

 

Article 3 – QUOTATIONS – ORDERS – WRITTEN AGREEMENT

All quotations drawn up by LS Global bvba stipulate for a validity period within which the customer is to make his order failing which the quotation will become invalid and is to be considered as non existing. If no such term has been indicated, a validity period of 1 month will be agreed automatically.

Orders from customers either booked by representatives of LS Global bvba or by the customer in writing, shall be an offer from the customer to contract. Such orders even if recorded on an order form from LS Global bvba, shall not bind LS Global bvba. Only written acceptance by LS Global bvba will realize an agreement and will bind LS Global bvba. Even after written acceptance, LS Global bvba reserves the right to make non-essential changes, i.e. changes that do not alter the function specification of the supplied good and/or service and which result from a change of regulations, and/or adjustment to the latest technical developments and/or

change of production method and/or any other similar changes without this list being restrictive and this will not entitle the customer to annul the agreement. In the absence of written acceptance it will be the (beginning) of production of the customer’s order by LS Global bvba that will realize the agreement.

The price of the good sold or the service delivered, as indicated in the written acceptance, will only bind LS Global bvba if the sold good is delivered and/or the service supplied within 2 months after the date of the written acceptance, except when explicitly agreed otherwise in LS Global bvba’s acceptance of in case of force majeure. After this date of acceptance prices may increase if prices of materials and/or prices of subsidiary and raw materials and/or prices of components which LS Global bvba buys from third parties, wages, salaries, social

expenses, governmental duties, insurance premiums and energy prices are increased including price increase due to devaluation of EURO proportional to the currency in which said goods and/or services were purchased by LS Global bvba. If the price increases by more than 2.5% the customer will be informed at the time he requests delivery of the good and/or performance of the service and the customer will be entitled to annul the agreement without being entitled to any kind of compensation, for whichever reason.

 

Article 4 – PAYMENT

Except when agreed otherwise all invoices are to be paid cash at the seat of LS Global bvba at the contractually stipulated date. All rights, VAT and duties shall exclusively be borne by the customer. Each appeal from the customer to settlement of debts will be contractually excluded.

 

Article 5 – TERM OF DELIVERY / OF SERVICE

The terms of delivery and/or terms within which LS Global bvba must have started with the service to be carried out, is fixed in the written acceptance. If this term cannot be observed by LS Global bvba for whichever reason, the customer cannot demand dissolution of the agreement for as long as this term will not be exceeded

by more than 6 months. If the term is not observed, the customer shall not be entitled to any compensation, for whichever damage. Even in case of guaranteed term , i.e. a written acceptance in which “term guaranteed” is explicitly

mentioned, LS Global bvba shall not be bound by this term and will not bear any liability because of non observance of the term

  1. in case of force majeure
  2. if performance of the agreement is delayed by circumstances that do not exclusively fall under LS Global bvba’s responsibility.
  3. if the customer did not strictly observe the conditions of payment.

 

Article 6 – RIGHT OF OWNERSHIP

Without prejudice to the fact that the risk will at all times be transferred to the customer from the time they leave the warehouse of LS Global bvba or pursuant to the modalities of Article 2 of these General Conditions, the goods shall remain property of LS Global bvba as long as the price, principal and accessories, costs of installation, and all possible duties and expenses with regard to these goods, have not been fully settled. The goods that were not (completely) paid shall under no circumstances be the object of lease, delivery to or whichever other use by third

parties, unless with the explicit and written agreement from LS Global bvba.

 

Article 7 – SERVICES

Services such as but not limited to repairs and/or installations and/or supervision of installations or repairs shall be carried out by LS Global bvba or by one of the official agents or representatives recognised by LS Global bvba of its own choice. Service shall not include site works. Theses site works must be ordered by the customer and to be carried out at his charge according to the advice of LS Global bvba or the advice of official agents or representatives of LS Global bvba but on the responsibility of the customer and/or the site assigned by him.

Transport, unloading, storage of materials at the site shall be at the charge of the customer and under his exclusive liability.

The customer is to put at the disposal of LS Global bvba a room that can be locked and that is suitable for storage in order to store tools, equipment and the like. The customer is to provide LS Global bvba with all facilities necessary or useful to carry out the service and this upon first request and according to specifications from

LS Global bvba.

 

Article 8 – WARRANTY ON SOLD GOODS

Goods sold by LS Global bvba shall be covered by the same warranty as the warranty given to LS Global bvba by its suppliers. The customer will have the possibility whenever a warranty is supplied, to get a copy of these warranty conditions from LS Global bvba and this upon simple request. The customer can never require a more extensive warranty from LS Global bvba, even deviating from applicable law in this respect.

 

Article 9 – NON-OBSERVANCE OF CONTRACTUAL OBLIGATIONS

  1. a) Force Majeure or specific circumstances from LS Global bvba

Without prejudice to all other rights to which LS Global bvba is entitled, the company may – if prevented by force majeure or by specific circumstances as listed below, non restrictively, to carry out the agreement, suspend or end performance of its service, at the option of LS Global bvba, without legal intervention. LS Global bvba will inform the customer of its decision of suspension or cancellation under by post registered letter. In the event of force majeure or specific circumstances as non-restrictively described below, LS Global bvba will not have to pay any kind of compensation and/or guarantee or restitution.

Specific circumstances are: any circumstance as a result of which performance of the agreement cannot reasonably be required by the customer such as, amongst others but not exclusively, war, risk of war, civil war, rebellion, strike, lock-out, transport problems, fire, bankruptcy or ending of activities by (one of) the suppliers, other circumstances in the company of LS Global bvba or in the company of one of the suppliers or delayed delivery (for whichever reason) of goods ordered by LS Global bvba, raw or subsidiary materials or components.

  1. b) Sanctions in case of failure to pay

If the invoice is not settled on its expiry date the balance will ipso iure and without letter of delinquency be increased

by interests on overdue payment ad 10% p a. Without prejudice to the interests on overdue payment as mentioned above, the amount of the invoice will be increased with a fixed compensation ad 10% of the balance with a minimum

amount of 125 Euro per invoice if the invoice is not settled on its due date. If an invoice remains entirely or partly unsettled on the due date, all terms of payment that might have been allowed will lapse and the due amount must be

paid immediately, both principal and accessories.

  1. c) Dissolution

If the customer fails to comply with his obligations under the agreement entered into with LS Global bvba or does not meet them fully or in due time, as well as in the event of bankruptcy, concordate, delay of payment, stoppage

or liquidation, or in the event of protested bills of exchange of the customer’s company, LS Global bvba may dissolve the agreement simply by registered letter and without prior letter of delinquency or court intervention,

reserving the right for compensation to cover the damage suffered by LS Global bvba. LS Global bvba will not have to pay any compensation and/or guarantee due to dissolution of the agreement. In each of the above-mentioned situations each claim which LS Global bvba holds on the customers will be immediately collectable also with regard to performance of other agreements with that customer. In case of dissolution of the agreement the customer is bound to return any non-fully paid goods at its own risk and costs and this upon first request from LS Global bvba. The customer is entitled to annul an order within the term of 1 month after the date of his acceptance, agreed to in writing by LS Global bvba. In that case the customer is to pay a compensation ad 20% of the total value of the dissolved agreement increased with all costs already made by LS Global

bvba to carry out the order.

 

Article 10 – LIABILITY FOR SERVICES

LS Global bvba declines all liability for damage that may arise during or (indirectly) during services and this to persons, moveable and/or immoveable goods or any other kind of damage and this directly or indirectly with the customer, a beneficiary or a third party. The customer is committed to safeguard LS Global bvba or its employees or the official agent or representative of LS Global bvba and to compensate same for all costs, damage (material and immaterial) including pollution damage and interests that might have arisen as direct or indirect result of claims from third parties because of incidents, acts, or negligence for which LS Global bvba is not responsible under these conditions or legal provisions without being able to hold against LS Global bvba any means of limitation or exclusion of liability under national or international legal or conventional stipulations.

 

Article 11 – COMPETENCE AND APPLICABLE LAW

All agreements entered into by LS Global bvba are exclusively governed by Belgian law. To settle any dispute resulting from the existence cq performance of an agreement entered into by LS Global bvba only the courts of the judicial district of Antwerp will be competent. Any complaint regarding work performed or deliveries supplied must be introduced by registered letter, at the latest within eight days after performance of the work or after delivery and within 24 hours in case of visible damage or shortage. Failing this works and deliveries will be considered having

been accepted without reserve. Each complaint regarding invoices must be made by registered letter not later than eight days after receipt of the invoice. Failing such letter invoices shall be considered tacitly accepted without reserve