General conditions

1.1 These general conditions apply to all agreements concluded by DCM EMBA M&C, the realization and execution thereof and to all offers issued by DCM EMBA M&C. The other party to such agreements and/or offers shall be referred to as: "Client".

1.2 The application of these general conditions is accepted by the Client by the mere fact of entering into an agreement with DCM EMBA M&C. This acceptance also applies to all future agreements between the parties. The general conditions of the Client are expressly excluded.

1.3 Deviations from (any part of) these General Conditions are only valid if and insofar as they have been accepted in writing by DCM EMBA M&C. Such deviations do not affect the applicability of the remaining provisions of these general conditions and they apply only to the agreement for which the deviation has been expressly accepted in writing.

2.1. All offers are in principle without obligation, unless expressly provided otherwise in writing. They do not bind DCM EMBA M&C unless it has confirmed the order on the basis of this offer in writing.

2.2. Our quotations and estimates are only binding insofar as they were signed by an authorized representative of DCM EMBA M&C and for a period of 60 days from the date of quotation, unless expressly stated otherwise in writing.

2.3. All prices quoted by DCM EMBA M&C are exclusive of VAT, unless expressly stated otherwise on the order confirmation.

2.4. Prices are based on probable quantities unless otherwise stated in the quotation.

2.5. Orders are invoiced at the prices and terms stated in the contract. DCM EMBA M&C expressly reserves the right to increase the agreed price if, after the conclusion of the contract, one or more cost price factors (including, but not limited to, the prices of raw and auxiliary materials, energy, freight and transport and labor costs) undergo an increase, even if this occurs due to foreseeable circumstances.

2.6. For orders less than 250 euros, 25 euros in administration, packaging and handling costs will be charged.

3.1. Orders from a Principal do not bind DCM EMBA M&C. An agreement comes into being between DCM EMBA M&C and the Principal only if an authorized representative and the Principal sign the quotation, specifications, order confirmation or any other written agreement.

3.2. Additional works, not mentioned in the quotation nor in the agreement, are in principle recorded in writing and dated by both parties. They are in each case charged separately on the basis of materials consumed and hours of work performed.

3.3. Changes to the assignment of any kind made by the Principal, after the conclusion of the agreement, must be notified by the Principal to DCM EMBA M&C in due time and in writing and must be accompanied by a clear description of the work to be performed. Such changes shall be charged to the Client in addition.

3.4. DCM EMBA M&C reserves the right to perform additional work, which was not mentioned in the agreement originally concluded between the parties and to charge it to the Client, insofar as this work is necessary for the proper execution of the assignment, all in the interest of the Client. The Client shall be informed immediately of this additional work and its cost.

3.5. If the Client cancels all or part of the given assignment or order, he shall be obliged to reimburse DCM EMBA M&C for all costs incurred in order to execute this assignment or order, as well as damages amounting to 20% of the agreed total price.

3.6. Modifications and/or cancellations of the given orders shall bind DCM EMBA M&C only after written acceptance by the latter.

4.1. Unless otherwise agreed, delivery takes place at the warehouse of DCM EMBA M&C in Waarloos, Michel Geysemansstraat. From this moment, the full risk of the goods passes to the Customer. If DCM EMBA M&C has to organize the transport (including, but not limited to, storage, loading and unloading and the transport itself of the goods), it will always do so as agent of the Customer, at the latter's risk. The Client may insure itself against these risks.

4.2. The Client is liable for the correctness and completeness of the data it provides.

5.1. The stated delivery and/or execution deadlines are only indicative and non-binding. Any exceeding of the deadline shall not give rise to partial or full dissolution of the contract, nor to any damages on the part of DCM EMBA M&C.

5.2. If it appears that on the agreed delivery date no delivery can take place due to circumstances attributable to the Client, this does not entitle the Client to suspend his obligations towards DCM EMBA M&C and DCM EMBA M&C is entitled to invoice these goods and store them at the expense and risk of the Client subject to a fixed compensation of 1% per month to be charged on the invoice amount for the period during which the delivery is suspended. Unless otherwise agreed, if, due to circumstances not attributable to DCM EMBA M&C, and other than force majeure, the execution of works cannot take place on the date agreed by the parties, DCM EMBA M&C shall be entitled to charge a lump sum of EUR 800.00 excl. VAT, without prejudice to the right of DCM M&C to claim a higher compensation subject to proof of higher actual damages (which may include, but is not limited to, costs of subcontractor personnel, crane work and control authorities).

6.1. Force majeure on the part of DCM EMBA M&C is in any case involved if, after the conclusion of the contract, it is prevented from fully and/or timely fulfilling its obligations under this contract or its preparations as a result of, among other things, but not limited to, war, mobilisation, riots, fire, water damage, flooding natural disasters, weather conditions, strikes, sit-down strikes, import and export restrictions, government measures, defects in machinery, failures in the supply of energy, non-timely delivery of the goods sold, raw materials and/or auxiliary materials required for that purpose, traffic jams, traffic accidents; all this both at the company of DCM EMBA M&C as well as at third parties, from whom DCM EMBA M&C has to purchase the goods and/or the necessary materials or raw materials in whole or in part, as well as during storage or during transport, whether or not under its own management, and furthermore due to all other causes, occurring through no fault or risk of DCM EMBA M&C.

6.2. In case of force majeure, the party affected by the force majeure shall immediately (and in any case within a period of 8 days after the occurrence of the force majeure) notify the other party by registered letter. This notification must contain all necessary facts to enable the other party to establish the existence of the force majeure. From then on, the performance of the obligations affected by the force majeure shall be suspended for the duration of the force majeure. The party adversely affected by the force majeure shall make every effort to minimize the delay and shall notify the other party of the measures taken to that effect. The parties shall have the option to terminate the contract without any compensation from one party to the other if the force majeure continues or is determined to continue for a period of at least 90 days.

6.3. In the event of force majeure, DCM EMBA M&C is, at its option, entitled to cancel the concluded agreement without judicial intervention, or to suspend the moment of service and/or delivery until the force majeure has ceased to exist, without the Client being able to claim any compensation from DCM EMBA M&C.

All costs incurred by DCM EMBA M&C up to that time shall be immediately due and payable in full.

7.1. Complaints about materials delivered, insofar as these concern visible defects, must be notified in writing to DCM EMBA M&C within 48 hours of receipt of the goods, on pain of forfeiture of any right to compensation. Complaints about executed works, as far as visible shortcomings of executed works are concerned, must be communicated in writing at the latest at the delivery of the yard, under penalty of forfeiture of any right to compensation. Any hidden defects in materials delivered or work carried out must be reported to DCM EMBA M&C - under penalty of forfeiture of all recourse - within a period of 48 hours running from the time when the Customer has detected or could reasonably have detected this defect. This notification shall be made by registered letter and shall contain a detailed description of the defects.

7.3. Should a defect occur in a product delivered by DCM EMBA M&C, of which the Customer proves that it is the result of a manufacturing or material fault, DCM EMBA M&C will, within the guarantee periods as stipulated in Article 11 and within BENELUX, either repair or replace the product in question with another material of the same kind, quantity and size, and this within a reasonable period of time, after the Customer has sent the material to be replaced to DCM EMBA M&C carriage paid, without costs and at his own risk.

7.4. Complaints will be examined as soon as possible by DCM EMBA M&C for their merits. The Client shall cooperate fully to this end.

7.5. If, in the opinion of DCM EMBA M&C, a complaint about a product or service it has delivered is justified and the Customer - also in the opinion of DCM EMBA M&C - has been able to provide sufficient proof that the defect indeed already existed at the time of delivery or execution of the works, DCM EMBA M&C will always, at its own discretion, (i) resolve the complaint and (ii) investigate the defect;C always at its own option (i) replace the defective product or part thereof free of charge, (ii) repair the defect or the defective part of the product or service, or (iii) reimburse the purchase price of the defective product to the Client, without the Client being entitled to compensation.

7.6. DCM EMBA M&C accepts no responsibility whatsoever for defects caused by or arising to the Delivered through the fault or actions of the Client or third parties, or through external causes.

7.7. DCM EMBA M&C is not liable for printing, writing and or typing errors and/or ambiguities in offers, order confirmations and/or prospectuses, nor for the consequences thereof.

7.8. Under no circumstances shall any complaint, either with respect to goods or services rendered, or with respect to invoices, give the Client the right to suspend its obligations under any contract or to demand the dissolution of the contract.

8.1. The liability of DCM EMBA M&C with respect to services rendered and goods sold and delivered by it is limited to the provisions of Article 7.5. In particular, DCM EMBA M&C shall not be liable for or liable to pay compensation for any intangible, indirect or consequential damages, including, but not limited to, loss of profits, loss of sales, loss of income, production constraints, administrative or personnel costs, an increase in overhead costs, loss of clientele or third-party claims, except in the case of fraud, willful misconduct or gross negligence.

8.2. DCM EMBA M&C is not liable for defects that have arisen after completion of the goods/works due to normal wear and tear, inexpert use or lack of care.

8.3. In case of liability, DCM EMBA M&C is never obliged to compensate a higher amount of damage than the invoice amount (excluding VAT) of the work to be performed, or a proportional part thereof. In case DCM EMBA M&C is insured for the damage in question, its liability is limited to the amount that will be paid by the insurer in the relevant case under the policies.

9.1. All invoices are payable no later than 30 days from invoice date, unless otherwise agreed in writing.

9.2. In the event of non-payment of the invoice within the stipulated period, a lump-sum compensation in the amount of 10% of the outstanding invoice amount, with a minimum of EUR 50 and without prejudice to DCM EMBA M&C's right to claim a higher compensation provided proof of higher actual damages is due as of the due date, ipso jure and without prior notice of default.

In addition, any unpaid invoice from its due date will be increased, by operation of law and without prior notice, by the interest on arrears of 1% per month on the outstanding invoice amount.

9.3. Without prejudice to its right to compensation, in the event of non-payment on a single due date or non-compliance with any other contractual obligation by the Client, DCM EMBA M&C shall be entitled either to suspend the execution of the contract without prior notice of default, or to terminate the contract ipso jure by registered letter.

9.4. In the event of non-payment of an invoice within the stipulated period, other claims against the Client that have not yet fallen due shall also become due by operation of law and without prior notice of default.

10.1. As long as the delivered goods are not paid in full, they remain the sole property of DCM EMBA M&C.

11.1. DCM EMBA M&C offers to traders, unless otherwise agreed, a guarantee of 3 months on repairs carried out by it, starting from the date of delivery of the service in question.

11.2. DCM EMBA M&C offers to traders, unless otherwise agreed, a guarantee of 12 months on projects and delivery of goods (trade), from the date of delivery of the goods or systems concerned.

12.1. No goods may be returned except with the seller's written agreement. Only unused goods are eligible for possible return. The goods must be sent carriage paid and without charge, undamaged, at the risk of and by the Client.

If the order/sale is cancelled at the expense of the Client, the goods must be returned by and at the expense of the Client.

In all cases of return, the DCM EMBA M&C is entitled to a lump sum of 20% of the agreed sales price to cover administrative and warehouse costs, with a minimum of EUR 50.

13.1 These English-language conditions constitute the only official and legally enforceable version, without prejudice to any translation thereof that may be communicated by DCM EMBA M&C to the Client.

14.1. These terms and conditions are governed by Belgian law.

In the event of a dispute, the courts of the registered office of DCM EMBA M&C shall have exclusive jurisdiction.