GENERAL TERMS AND CONDITIONS OF SALE

1. Application of the general terms and conditions of sale

The general terms and conditions of sale of XENIA (hereinafter referred to as ‘the Company’) form an integral part of all agreements concluded with or orders placed with the Company, unless expressly stipulated otherwise and to the exclusion of the terms and conditions of the contracting party, hereinafter referred to as ‘the Customer’. Any deviation from these terms and conditions must be made in writing. Should any provision of these terms and conditions be found to be invalid, this shall not render the other provisions invalid; in such a case, the invalid provision shall be replaced by an equivalent provision that reflects the spirit of the original provision.

2. Quotations

The company’s quotations are non-binding and do not in any way bind the company. Unless otherwise stated, their validity is limited to one month from the date of dispatch. All quotations are confidential.

3. Order and order confirmation

Upon placing an order, the customer will receive an order confirmation, which shall be deemed to have been accepted and shall constitute a contract between the parties if the customer does not respond to it within 24 hours of its dispatch. For every order, the customer is deemed to be aware of and to have been informed about the technical specifications of each product ordered, and to have accepted these, so that this cannot give rise to any complaints. Upon entering into a contract, the customer undertakes to take delivery of the goods. The company is bound by an obligation of best efforts and not by an obligation of result.

4. Cancellation of the order

In the event of cancellation of the contract by the customer or refusal to accept delivery, the company has the option either to demand acceptance and full payment of the order or to terminate the contract at the customer’s expense by operation of law and without notice of default. In the latter case, the customer shall be liable for compensation amounting to at least 30% of the contract price, plus production costs, the company’s loss of profit and the costs of administration and debt recovery, subject to the company’s right to claim higher compensation.

5. Delivery times

Delivery times are provided for information purposes only and are not binding on the company. Delays shall under no circumstances give rise to a price reduction, compensation, cancellation of the order or suspension of payment by the customer.

6. Delivery, risk and complaints

Upon delivery or handover of the goods to the customer, the customer must have any non-conformities and visible defects noted on the delivery note. Failing this, the goods shall be deemed to have been accepted as being in conformity, free from visible defects and meeting the required quality and quantity. The company is not liable for minor colour variations or deviations of less than 10% in the quantities supplied, with the corresponding price differences; these cannot be regarded as a defect in the delivery nor can they form the subject of a complaint. Complaints regarding hidden defects must be reported to the company in writing by registered post within 8 days of delivery, failing which the right to complain shall lapse. No complaint entitles the customer to defer payment or to alter the terms of payment. The risk of damage to or destruction of the goods passes to the customer as soon as the goods have been delivered to the customer.

7. Transfer of Ownership and Right of Retention

The goods delivered remain the property of the company until full payment of the amounts due. In the event of the repair of damaged goods, the company retains a right of retention over each of the goods taken in for repair until full payment of the outstanding amounts.

8. Payment

Invoices are payable in cash unless otherwise agreed. In the event of late payment, default interest shall be payable on the invoice amount by operation of law and without notice of default, in accordance with the Act on Late Payment in Commercial Transactions of 2 August 2002, at a minimum rate of 8%. Furthermore, the customer shall owe a fixed, non-reducible compensation of 10% on all amounts not paid by the due date, provided that this compensation shall not be less than 125.00 euros and without prejudice to the company’s right to claim higher compensation. In the event of non-payment of an invoice on the due date, all amounts due at that time, even if they have not yet fallen due, shall become immediately and in full payable. In the event of non-payment, the company shall also be entitled, by operation of law and without notice of default, to suspend all deliveries, to demand the immediate return of the goods supplied, and to terminate the contract by operation of law and without notice of default at the customer’s expense. In that event, the customer shall be obliged to compensate the company for all damage suffered and costs incurred by the company, including consequential damage and loss of profit. The company also reserves the right to require appropriate security from the customer during the performance of the contract. Should the customer refuse to comply, the company shall be entitled to suspend the performance of the contract in whole or in part, or to terminate the contract at the customer’s expense. In such cases, the customer shall be obliged to compensate the company for all damage suffered and costs incurred by the company, including consequential damage and loss of profit.

9. Intellectual property

Drawings, logos, photographs, films, printing plates, stamps, software and all other works in which intellectual property rights may be established, which are required for the production of the goods and which have been produced by or on behalf of the company, shall remain the property of the company. By placing an order, the customer grants the company permission to use their name for the company’s advertising, promotional or reference purposes. By placing an order, the customer assigns the intellectual property rights to their own drawings, logos, photographs, films, printing plates, stamps, software or other works to which intellectual property rights may be established to the company, free of charge and without compensation, for reproduction and promotional purposes. Under no circumstances shall the company be liable for the rights thus assigned in the event of reproduction by third parties without the company’s knowledge. 10. Governing law and jurisdiction In the event of a dispute between the parties, Belgian law shall apply exclusively, and the courts of the judicial district in which the company has its registered office shall have exclusive jurisdiction.

10. Governing law and jurisdiction

In the event of a dispute between the parties, Belgian law shall apply exclusively, and the courts of the judicial district in which the company has its registered office shall have exclusive jurisdiction.

11. Taal

Une traduction en Français de nos conditions générales peut être envoyée sans frais à nos clients, sur simple demande. Le fait que cette traduction ne figure pas sur ce document ne peut être invoqué pour prétendre que ces conditions étaient non connues et acceptées.

An English translation of our conditions can be forwarded to our clients free upon request. The fact that this translation does not appear on this document cannot be invoked to pretend that these conditions were not known nor accepted.

Eine deutsche Übersetzung unserer Allgemeinen Bedingungen können unsere Kunden auf einfache Anfrage hin kostenlos erhalten. Der Umstand dass diese Übersetzung nicht auf diesem Dokument wiedergeben ist kann nicht geltend gemacht werden um zu behaupten diese Bedingungen seien unbekannt und nicht angenommen worden.