WAUTERS SA General Terms and Conditions of Sale and Delivery

1.1. Unless otherwise stipulated in our special conditions, our offers are valid for four weeks.

1.2. Any order not preceded by a written offer from us will only be binding on WAUTERS SA if it has formally accepted it in writing.

1.3. Our agents or representatives do not have the authority to represent us. Sales negotiated by them only become binding upon receipt of our written acceptance of the order.

2.1. Our prices are quoted in euros, excluding VAT. Any increase in VAT or any new tax imposed between the time of the order and the time of delivery will be borne by the buyer.

2.2. Unless otherwise stipulated in our special conditions, our prices are for delivery to our premises. If we arrange or organize the transport, we will invoice the buyer for the transport costs.

2.3. Our prices cover only the supply of the goods described in the special conditions, excluding all other work and services, and in particular installation and assembly. If these are ordered by the buyer, they will be invoiced in addition to the price stipulated in our special conditions.

3.1. Our invoices are payable at our registered office no later than 30 days after the invoice date.

3.2. In the event of non-payment of an invoice by the due date, all outstanding invoices from the buyer will become immediately due and payable.

3.3. Any invoice unpaid by the due date will automatically accrue interest at a rate of 1% per month, with a minimum of EUR 150, without prior notice.

3.4. Any invoice not paid by the due date will automatically be subject to a fixed penalty of 10% of the outstanding amount, without prior notice, as liquidated damages.

4.1. Unless otherwise stipulated in our special conditions, deliveries are made to our premises as described in Article 2.2 of these general terms and conditions.

4.2. The buyer assumes all risks related to the goods sold from the moment of delivery, particularly those related to transport, even if we arrange or organize it.

4.3. The buyer must take delivery of the goods sold at our premises within 15 calendar days of receiving notification that they are available for collection.

Unless expressly guaranteed in our special conditions, the delivery times mentioned in our special conditions are not guaranteed. Our liability will only be engaged if the delay is significant and attributable to our gross negligence.

The goods, furniture, and other shelving delivered remain our property until full payment of the price, even in the event of transformation or incorporation of these items into other movable or immovable property.

The goods, furniture, and other shelving will be deemed accepted by the buyer no later than five calendar days after delivery, unless a specific and detailed claim is notified to us by registered letter before the expiry of this period.

Acceptance will cover all apparent defects, that is to say, all those that the buyer could have detected at the time of delivery or within the five calendar days thereafter through careful and thorough inspection, in particular those relating to the characteristics, operation, and assembly of the furniture and shelving sold.

8.1. We warrant the goods and furniture we sell against hidden defects for a period of two months from delivery, under the following conditions.

8.2. The warranty is only valid if the following conditions are met:

- the defect renders the goods, to a significant extent, unfit for their intended purpose or for a specific purpose expressly mentioned in the special terms and ​ ​conditions of sale;

- the goods have been assembled and positioned correctly;

- the goods are used under normal conditions.

The warranty will not apply in particular if the goods are used under abnormal or special conditions not expressly mentioned in the special terms and conditions of sale, or if the goods are improperly maintained, modified, dismantled, or repaired by someone who is not professionally qualified.

8.3. To claim under the warranty, the buyer must notify us of any claim relating to hidden defects by registered letter within one month of discovering, or ought reasonably to have discovered, the defects.

8.4. Our warranty is limited, at our discretion, to the free repair (parts and labor) or replacement of defective goods, excluding cancellation of the sale or any other damages.

From the moment of delivery, we assume no liability other than that stipulated in Articles 7 and 8. Consequently, we are not liable for any damages for personal injury, damage to property other than the goods sold, lost profits, or any other loss arising directly or indirectly from defects in the goods.

We are entitled to terminate the sale automatically by notifying the buyer of our intention by registered letter in the event of a serious breach by the buyer of any of its contractual obligations, in particular if it fails to take delivery of the equipment within the period stipulated in Article 4.3, if it is more than 30 calendar days late in paying an invoice, or if it becomes apparent that it will not perform, or is at serious risk of not performing, one of its principal obligations, even before that obligation becomes due. In the event of termination of the sale pursuant to the above paragraph, the buyer shall owe us damages fixed at 20% of the sale price.

Any dispute directly or indirectly related to our contractual relationship with the buyer shall be subject to the exclusive jurisdiction of the Courts of the judicial district of Brussels or Charleroi, at our discretion.