General terms and conditions of sale

1. Application of these terms and conditions:

1.1. The seller detailed below is EMPREINTE.BE Sprl, with registered office at 5590 CINEY, Allée des Foires, 2 (tel. +32(0)83/699.696– fax: +32(0)83/699.610 – email: info@empreinte.be), RC Namur no. 73.871 and registered in the Banque Carrefour des Entreprises at number BE 0873146785.

1.2. The purchaser is defined below as the company or physical person agreeing to the offer contained in the itemised price breakdown issued by the seller.

1.3. These general terms and conditions of sale are applicable to any order placed by the purchaser to the seller and to all its sales contracts, including all provision of ancillary services. With the stipulations of the order and any special conditions, they form the parties' agreement. They are attached to all documents sent by the seller. In all circumstances, by signing the agreement or the purchase order or by accepting the confirmation of the order, the purchaser expressly acknowledges that it has read and accepted these general terms and conditions. These general terms and conditions apply to all contracts concluded, even verbally, within the context of a business relationship after the first order.

1.4. Only waivers subject to a written agreement from the seller can change the application of these general terms and conditions. Save the seller's express written agreement, the general terms and conditions of purchase and sale detailed on any documents issuing from the purchaser cannot be invoked against the seller. The contract is always considered signed at the seller's conditions, the acceptance of an order not entailing the seller's adherence to the purchaser's conditions of sale. The purchaser hereby expressly and irrevocably acknowledges the benefit if its own general conditions in the context of the relationship being established between the parties, including in a future relationship, save express, written agreement.

1.5. The purchaser undertakes to specify to the seller, at the latest on the acceptance of the price offer issued by the seller, whether the order is placed for professional or private purposes. Save where indicated otherwise, the parties acknowledge that the obligations deriving from the agreement these terms and conditions concern arise and/or are mainly executed at the seller's registered office, at the registered office of one or several of its subsidiaries or at one of its warehouses.

2. Order:

2.1. Offers are valid within the limits of the stock available. French is the only language used to conclude the contract and during its execution.

2.2. On its visit to the seller's Internet site, the purchaser chooses the type and quantity of goods desired and any particular details it would like to see added to these goods. The purchaser completes the personal information concerning it and submits its price request to the seller. As soon as possible, the seller sends the purchaser, by return mail, a price offer detailing the characteristics of the goods required, all subject to these general terms and conditions. The purchaser will accept the itemised price breakdown within 31 days of this sending, otherwise the offer will expire. In the event of changes made by the purchaser, the seller sends a new valid itemised price breakdown at the aforesaid conditions. Acceptance of the definitive itemised price breakdown is tantamount to the conclusion of the sale contract and subjects the parties to these general terms and conditions. The seller addresses a confirmation of the placed order to the purchaser.

2.3. The seller reserves the right to require the subscription of additional real or personal guarantees. Failing this, any commitment between parties is considered null and void.

2.4. Any terms and conditions booklet submitted by the purchaser is only used as documentation and cannot be invoked against the seller. Any claim for any actual or alleged inaccuracies of the seller's order confirmation must, subject to nullity, be addressed by the purchaser in writing, by registered post, within 8 days of the confirmation. Cancellation by the purchaser of one of its orders, which has not yet been executed, will automatically entail an all-inclusive, irrevocable indemnity equal to 25% of the total price of the order, in favour of the seller, this indemnity being used to cover the administrative costs borne by the seller for the drawing up of its offers, correspondence, stock management, and loss of profit. If the order is not cancelled after the seller has ordered the raw materials, the latter reserves the right, as appropriate, to simply continue to execute the contract or to claim an all-inclusive, irrevocable indemnity of 50% of the amount of the order, this indemnity being used to cover, apart from the costs stipulated above, any penalties vis-à-vis the seller's suppliers or the forced acquisition of the raw materials the cancelled agreement concerns. No cancellation will be accepted after the manufacturing process has started or after the seller has acquired the finished products intended for the purchaser.

3. Price and payment:

3.1. The sale price detailed in the itemised price breakdown is subject to modification until the purchaser's acceptance, which makes it definitive, save cases of force majeure.

3.2. Irrespective of the agreed payment conditions, the purchaser authorises the seller to claim an additional real or personal bank or other guarantee before the delivery, for the execution of its payment obligations. Failing this, any commitment between the parties is considered null and void and similarly, until the purchaser subscribes this guarantee, the seller will be entitled to suspend any subsequent delivery. The same will apply in the case of successive contracts, until the purchaser has met its payment obligations for previous deliveries. The seller thus reserves the right, in the event of non-payment or late payment of a bill, to cancel outstanding deliveries or works, without the purchaser being entitled to claim any compensation. In this case, the purchaser will be liable to pay the seller the compensation stipulated in article 2.4. of these general terms and conditions.

3.3. Save provisions to the contrary, bills issued by the seller are payable in Euros, in cash and without discount, at the seller's registered office or into its bank account. The sums owed by the purchaser are therefore payable at the creditor's address and not at the debtors. Bank drafts, accepted or otherwise, or bills of exchange do not constitute either a novation or waiver of this clause.

3.4. Any claim regarding the bill must be notified to the seller within eight days of its receipt, otherwise it will not processed. Claims do not suspend the purchaser's payment obligations and the latter expressly waives dumurring non execution on any grounds whatsoever, even in the case of successive contracts.

3.5. In the event of the failure to pay any bill within 15 days of its sending, the purchaser will automatically be liable to pay the seller, without being served notice, in addition to the amount in capital, late payment interest at a rate of 1.5% per month, and an all-inclusive indemnity of a total amount of 15% of the principal amount of the order excluding VAT, interest and costs with a minimum of €75, subject to other damages and/or interest. Conventional interest at the pre-set rate will also be applicable to the criminal clause, dating from the due date of the bill, up to full payment thereof. Any partial payment will be allocated as priority to costs, then to accrued interest and finally to capital in accordance with article 1254 of the Civil Code, notwithstanding the content of any settlement and any interim allocation communicated previously. Such an indemnity will also be callable by the purchaser in the event of breach by the seller, as provided by article 6 of these terms and conditions.

3.6. In the event of the judicial recovery of any bill, the purchaser will also be liable to pay reasonable recovery costs, such as lawyer's fees and internal management costs that exceed the amount of this all-inclusive indemnity.

3.7. Forfeiture clause: in the event of non-payment of a bill due, the seller is authorised to invoke forfeiture of the term provided for other bills not yet due, without serving notice and automatically. Consequently, all bills outstanding (principal and accessory) will become callable by the seller.

3.8. Similarly, and to meet the provisions of article 32, clause 15 of the law on trade practices, in the case where the cause of the delay is imputable to the seller, and where the customer has served notice to the latter, by registered letter, detailing this condition and this official notice has remained fruitless for eight days, the seller will be liable to pay an all-inclusive indemnity of an amount equal to 5% of the agreed price excluding tax, with a minimum of €75.

3.9. The above stipulations do not contain any waiver of the seller's right to claim at its leisure, in the event of non-payment by the purchaser or of its failure to adhere to its contractual obligations, the cancellation of the sale with allowances for damages and interest. In this case, the purchaser will be liable to pay the compensation stipulated in article 2.4. of these general terms and conditions.

4. Delivery:

4.1. Save in the event of sale to the consumer, the purchaser bears the transport and risks related to products as soon as they are handed over and, failing this, as soon as they are made available to it. If the purchaser designates another place of delivery, the collection and, where applicable, storage of the products will be done at its risk and cost.

4.2. The times/deadlines indicated in the seller's offers are indicative and do not suppose any commitment by the seller. If a deadline is imperative and conditions an order, this must be clearly specified in the purchase order (express mention of the wording “imperative deadline"). Even in this latter case, the purchaser cannot, when the delivery or execution is delayed, claim any compensation unless the latter has set the amount of this compensation beforehand in writing, said amount never exceeding 10% of the total price of the order. In all cases where a delivery or compulsory execution time/deadline, associated with a penalty, is agreed, exceptional cases of force majeure, such as war, civil unrest, fire, transport shut-down, strikes, failures by the seller's subcontractors or suppliers, etc. (this list is not exhaustive), gives the seller the right either to revise these times/deadlines, or to withdraw from the contract, without the purchaser being able to assert any right to compensation.

4.3. Furthermore, the seller is entitled to refuse to sell its products according to stock availability, or for another legitimate reason, and retains the right to make partial deliveries. Prices do not include pallets, packaging and other ancillary costs. The conditions for the return of pallets and packaging will be determined by special agreement.

5. Reservation of ownership:

5.1. The products delivered remain the property of the seller until the price has been paid in full, this including lateness interest and any indemnities.

5.2. If the price is not paid on the due date, the seller reserves the right to take back the products at the purchaser's cost. Until it has fully paid for its products, the purchaser cannot resell them or pledge them, without the prior written agreement of the seller, unless it is required to do so by court order, in accordance with articles 491, 521, 522 and 523 of the Criminal Code.

5.3. The purchaser undertakes to alert the seller to any seizure by a third party of products sold whose price has not been paid in full.

5.4. Similarly, the purchaser undertakes to immediately inform the seller if products delivered and unpaid are located in premises leased by the purchaser.

6. Guarantee:

The purchaser undertakes to carry out a thorough examination of the products delivered to it, at the moment they are received, according to its capabilities.

6.1. Purchaser acting for professional purposes:

6.1.1. Any reporting of a visible fault or a lack of conformity affecting the products delivered musts be notified to the seller within 7 days of delivery of the products.

6.1.2. The acceptance of the products by the purchaser or its agents implies that no visible fault was observed at time of delivery.

6.1.3. Any reporting of a hidden fault in the products delivered must be made to the seller within fifteen days of its discovery by the purchaser or of the moment it could reasonably have discovered it.

6.1.4 .Any legal action relating to hidden faults must be brought within thirty days of the discovery of the faults by the purchaser, or of the moment when it could reasonably have discovered them, or of the day of the failure of the discussions for an amicable settlement.

6.1.5. No product can be sent back to the seller without its prior written agreement.

6.1.6. For a period of one year after the delivery of the products, the seller's guarantee will be exclusively confined to either the repair or replacement of defective products, or to the return or reduction of the billed price, without any other compensation.

6.1.7. Furthermore, the seller will not be liable in the event of damage caused jointly by a fault in the products delivered and by the victim or a person for whom the victim is responsible.

6.1.8. The guarantee expires after this one-year period.

6.2. Purchaser acting for non-professional purposes: The purchaser has legal rights under the law of 1 September 2004 governing the sale of consumption goods, which are not affected by this guarantee. This article is tantamount to a guarantee in accordance with article 1649 quater paragraph 3 of the Code Civil.

7. Right of cancellation reserved to private customers:

In the event of sale to a consumer, the purchaser has a right of cancellation of 14 clear days starting from the delivery of the order, which will be reimbursed to it on return of the products delivered. However, the purchaser cannot exercise this right of cancellation in the case of supplies of products manufactured according to the consumer's specifications or that are clearly specialised, the parties acknowledging this qualification in the event of modifications of any kind made to the basic product.

8. Force majeure:

8.1. The occurrence of any event, such as any interruptions of production, transport or delivery, strikes, lock-outs, embargoes, wars, terrorist attacks or consequences of a terrorist attack, insufficient raw materials, epidemics, bad weather and more generally, any event of a similar kind affecting the parties or their supplier and delaying or making impossible the execution of their respective obligations, suspends the execution of their respective obligations.

8.2. The party that invokes such an event will communicate the proof of the occurrence to the other party as soon as possible. The execution of its obligations will be suspended until the notification of the end of the event, it being understood that neither party can claim any indemnity from the other party.

8.3. The parties will make every effort to reduce the difficulties and/or damage caused.

8.4. If the force majeure lasts more than 60 days, the parties will make every effort to renegotiate the subsequent execution of the sale contract.

8.5. Failing an agreement, each party will be entitled to terminate it by addressing a notification to the other.

9. Subcontracting and transfer:

The seller can subcontract all or part of the execution of the sale to a third party without the prior written agreement of the purchaser. It is also expressly agreed that the seller is entitled to transfer its rights under this contract to a third party at any time, the acceptance of these terms and conditions automatically including the purchaser's prior agreement to the transfer or novation. If the purchaser intends to contest this legal operation, it must inform the transferor and the transferee by registered letter or by Judicial Officer within 3 calendar days of learning of the legal operation. Otherwise, its silence will confirm the principle agreement contained in these presents.

10. Protection of privacy:

10.1. The purpose of the processing by the seller of the personal details received by the purchaser includes the execution of this agreement, the administration of its customer base, the promotion of the seller's products and services, the establishment of personalised information and direct marketing campaigns, including by electronic mail.

10.2. The purchaser has the right to access, control and rectify the personal details concerning it in accordance with the law of 8 December 1992 on the protection of privacy in the processing of personal details.

10.3. The person responsible for processing the personal details is the seller's CEO.

10.4. The purchaser authorises the seller to advertise the sale of products or the provision of services this contract concerns, with the strict purpose of promoting the products sold and/or services provided by the seller. The implementation of this promotion will be be submitted to the purchaser, who may withdraw this authorisation at any time. The purchaser cannot ever, however, for any reason whatsoever, claim damages and interest following the said promotion.

11. General:

11.1. The nullity or inapplicability of one of the clauses of these general terms and conditions does not affect the validity or applicability of the other clauses. Where appropriate, the parties undertake to replace the null or inapplicable clause with a valid clause that is the nearest to the null or inapplicable clause from an economic point of view.

11.2. The fact that the seller does not use these general conditions of sale at a given time cannot be interpreted as a renunciation of the right to do so at a later time.

11.3. Any communication or notification between parties will be validly made by registered letter, fax, electronic mail with proof of receipt, for the seller, to its registered office and for the purchaser to its registered office or domicile.

12. Applicable law and jurisdiction:

12.1. These general conditions are governed by Belgian law, even in the event of a guarantee call. The parties expressly agree to exclude the application of the Vienna Convention on the international sale of goods.

12.2. Any dispute relating to the shaping, execution, interpretation of its general terms and conditions of sale and to any agreements to which they apply and which cannot be resolved amicably, is subject to the exclusive jurisdiction of the judicial district of Dinant.