General terms and sales conditions Viridaxis Article 1: General Unless stated otherwise in writing and signed by both parties, these terms and conditions apply to all offers, sales and deliveries of the seller. Article 2: Prices The applicable prices are those stated in the offer submitted to the buyer. The seller may change them at any time, subject to one month’s notice. Article 3: Orders and Sales Orders accepted by the seller cannot be cancelled by the buyer without the seller’s prior written permission. A sale is confirmed when the seller accepts the order form at its registered office. Article 4: Delivery The delivery will be made to the location stated on the delivery form. If the delivery cannot be made due to circumstances beyond the seller’s control, the seller will be entitled to make the delivery to another reasonably appropriate location. The date of delivery is provisional and subject to change. If the delivery is delayed by less than three days, the buyer will never be entitled to cancel the order or claim any compensation. Article 5: Conformity The buyer approves the goods and checks that they are correct at the time of delivery. Article 6: Complaints Complaints must be made in writing within five days of delivery. The buyer cannot invoke any complaint, even one made in writing within five days of delivery, as a reason for late payment of the full price due. Article 7: Warranty The seller extends a warranty covering the conformity of the goods, provided they are not used or stored incorrectly. Article 8: Liability The seller is not liable for damage attributable to a defect if the buyer or a person for whom the buyer is responsible is also shown to have acted wrongly. Any non-conformity in the delivery, reported within the timeframe provided for in article 6, will give rise only to replacement of the goods at the seller’s expense. The seller’s liability is always limited to the price of the goods to which the complaint refers. The seller cannot be held liable for any indirect damage, including monetary losses and consequential damage. Article 9: Property The goods continue to be the exclusive property of the seller up until complete payment of the full price due. Article 10: Payment Unless stated otherwise in the seller’s offer, all amounts are payable at the seller’s registered office within one month of the invoice date. In the event of non-payment by the due date, the interest rate stated in article 5 of the Law of 2 August 2002 concerning measures to combat late payment in commercial transactions will be automatically due without further notice. The minimum rate in this regard is 12%. A fixed amount of 10% of the original invoice will also be payable over and above the original invoice, without this affecting the seller’s right to seek payment of legal costs in accordance with the Judicial Code or to claim reasonable damages from the buyer to cover all relevant costs incurred as a result of this late payment. Article 11: Jurisdiction – Governing Law Unless stated otherwise in the seller’s offer, all disputes concerning the sale are the exclusive jurisdiction of the courts of the judicial district of Charleroi that apply Belgian law.