GENERAL TERMS AND CONDITIONS OF RD NV (hereinafter: “RD”) (BE 0429.927.061)

1. GENERAL

a. Unless expressly agreed otherwise in writing, every offer and agreement between RD and the Customer shall be governed by these terms and conditions, which form an integral part thereof and shall automatically prevail over the Customer’s terms and conditions. Any specific terms agreed between the parties shall prevail over these general terms and conditions.

b. If, as a result of an agreement subject to these general terms and conditions, another agreement is concluded with the same Customer without reference to any general terms and conditions, such agreement shall be deemed to be subject to these general terms and conditions as well.

c. The invalidity and/or unenforceability of one or more provisions of these general terms and conditions shall not affect the validity and/or enforceability of the remaining provisions.

2. QUOTATION / OFFER / PURCHASE ORDER

a. All offers and quotations issued by RD are non-binding until accepted by the Customer. Unless stated otherwise, quotations remain valid for a period of twenty (20) calendar days as from the quotation date.

b. All prices are exclusive of VAT, unless expressly agreed otherwise. VAT is subject to any statutory changes, even where a price including VAT has been agreed.

c. The Customer may be requested to pay an advance payment after the agreement has been concluded.

d. A quotation is indivisible and may therefore not be split, unless stated otherwise. The quotation is strictly limited to what is expressly included therein.

e. However, insofar as, during the period between the quotation and its acceptance, the prices of one or more components are increased by more than 5 % by RD’s supplier, RD shall no longer be bound by the prices stated in the quotation and may, at RD’s discretion and without compensation, either cancel the quotation or adjust it proportionally in line with the increases in material prices. The same applies where, after the conclusion of the agreement, one or more components are subject to a price increase of at least 10 % which could not reasonably have been foreseen by RD at the time the price quotation was drawn up. Such price increases include the total price payable by RD to its supplier and therefore include, inter alia, import duties, taxes, transport costs, exchange rate fluctuations and other external factors affecting the cost price of the goods concerned.

3. DELIVERY – RETENTION OF TITLE

a. Where a delivery period is indicated, which is always expressed in working days or by a specific date, such period shall be indicative only and not binding. A limited delay shall therefore never give rise to cancellation of an order, late delivery penalties or any damages to the detriment of RD. In the event of a gross delay attributable to a fault of RD, damages may at most be claimed after prior written notice of default granting RD a final period of thirty (30) days. Any such damages shall in no event exceed 7.5% of the value of the agreement.

b. If delivery cannot take place on the estimated or agreed (if applicable extended) date, RD shall be entitled to make partial deliveries and to a reasonable additional delivery period, whereby the additional costs may, insofar as RD is not at fault, be charged to the Customer.

c. If, as a result of changed circumstances beyond RD’s control, performance of the agreement becomes temporarily impossible or more onerous, RD shall be entitled to temporarily suspend its contractual obligations and to extend the agreed time limits accordingly.

d. RD may postpone deliveries without prior notice of default if the Customer fails to (i) provide the required guarantees in due time, (ii) pay any outstanding debts that have fallen due, or (iii) comply with its other contractual obligations.

e. All goods are delivered at the buyer’s risk. The risk of loss, damage or destruction of the goods shall pass to the buyer upon the goods being made available, even if transport is carried out by or on behalf of RD.

f. All goods shall remain the exclusive property of RD until full payment has been made. The Customer undertakes not to dispose of the goods prior to full payment to RD.

4. PAYMENT TERMS

a. All invoices are payable in euros, without discount, at the registered office of RD and no later than thirty (30) days after the invoice date, unless expressly agreed otherwise in writing.

b. Failure to pay an invoice by its due date shall result in the immediate maturity and enforceability of all outstanding invoices at that time.

c. Any amount remaining unpaid on its due date shall, by operation of law and without prior notice of default, bear interest at the rate of 1% (one per cent) of the invoice amount per commenced month. In the event of full or partial late payment, the Customer shall furthermore owe a lump-sum compensation of 10% (ten per cent) of the total invoice amount, with a minimum of EUR 125.00 (one hundred and twenty-five euros), even where payment facilities have been granted. The same rights shall accrue to the Customer if RD fails to comply with its own payment obligations.

d. In the event of a dispute, the invoice must be contested by registered letter and duly substantiated within fourteen (14) calendar days of receipt. Failing this, the invoice shall be deemed to have been accepted without reservation.

5. WARRANTY AND LIABILITY

a. All complaints relating to non‑conformity and visible defects must be notified in writing by the Customer upon receipt and at the latest within fourteen (14) days thereafter, with a precise description of the subject of the complaint, failing which all rights shall lapse. Any hidden defects must be reported to RD no later than fourteen (14) days after the defect has manifested itself, failing which the right to claim shall lapse.

b. The warranty obligation in respect of hidden defects is limited to a period of twelve (12) months from the date of delivery and must in any event be exercised within three (3) months after discovery of the defect.

c. This warranty obligation shall in no event cover: a) normal wear and tear; b) natural deformation phenomena; c) changes in colour and/or colour differences; d) any defects resulting from incorrect or abnormal use; e) damage resulting from a fault or negligence of the Customer and/or the user and/or third parties; f) damage caused by the use of maintenance products and/or aggressive cleaning agents (non‑exhaustive list, provided for illustrative purposes only).

d. Warranty conditions and maintenance instructions may at all times be consulted on the suppliers’ websites, which remain fully applicable, and are always available from RD upon first request. Apart from this, RD grants no warranty. For deliveries made on the basis of drawings, models or documents supplied by the Customer, the specifications contained therein shall be binding. The Customer bears the risk of any errors or omissions and shall indemnify RD against any third‑party claims. Calculations of load capacity or other technical data provided by RD are indicative only and based on information supplied by the Customer or on standard norms.

e. In the event of damage or defects attributable to RD, RD shall solely be obliged to replace and/or repair and/or re‑deliver the goods, without the Customer being entitled to any other form of compensation and without RD being liable for consequential damages such as, inter alia, financial losses, loss of profit, loss of enjoyment, etc. RD shall at all times be entitled to performance or repair in kind. Any compensation for damage shall, in all circumstances and regardless of the legal basis of liability invoked, be limited to 50% of the value of the agreement, save as provided for in article 5, h.

f. Any complaint, of whatever nature, shall not entitle the Customer to suspend its payment obligations.

g. Compensation for damage resulting from the non‑performance of a contractual obligation by RD shall, within the legal limits, be governed exclusively by the rules of contract law, even if the event giving rise to the damage also constitutes a tort. Compensation for damage resulting from the non‑performance of a contractual obligation by an auxiliary of RD shall, within the legal limits, exclusively give rise to a contractual or tortious claim against RD in accordance with the present article and shall not give rise to a tortious claim against RD’s auxiliary, even if the event giving rise to the damage also constitutes a tort.

h. RD shall only be liable in the event of wilful misconduct or gross negligence and in the event of physical and/or psychological injury. RD shall under no circumstances be liable for loss of profit, additional damage, indirect damage, special damage, consequential damage or any other comparable form of damage.

i. The exclusions and limitations of liability of RD set out in these general terms and conditions also apply to the personal liability of its auxiliaries, within the applicable contractual and statutory limits, insofar as such personal liability is not excluded pursuant to article 5, h.

j. RD’s civil liability is covered by its insurer (insurance policy with policy number 3193046). The Customer may request the policy terms at any time. In the event of intervention by the insurer, RD’s total liability shall in all cases be limited to the amount covered by the insurance, increased by the deductible, without RD being liable for any other or greater damage.

k. In the event of delivery of goods, no return of the delivered goods shall be accepted without the seller’s prior consent.

6. TERMINATION OF THE AGREEMENT

a. If the agreement is terminated by RD at the expense of the Customer, for any reason whatsoever, all amounts due shall become immediately payable, together with compensation for costs incurred and loss of income. Without prejudice to RD’s right to prove and claim compensation for any higher damage actually suffered, such compensation shall be fixed on a lump‑sum basis at 30% (excluding VAT) of the amount the Customer would have owed in connection with the performance of the agreement. The same rights shall apply in the event of total or partial termination by or at the expense of RD, for the benefit of the Customer.

b. Any goods ordered shall in all circumstances be paid for by the Customer to RD, irrespective of the compensation referred to in the preceding paragraph.

7. FORCE MAJEURE AND UNFORESEEN CIRCUMSTANCES

a. Force majeure and unforeseen circumstances that hinder the performance of our obligations to such an extent that performance under the same strict conditions can no longer reasonably be expected (where applicable temporarily and/or rendering performance wholly or partially impossible), such as, inter alia, illness, accident, fire, pandemics, strikes, supply issues (shortages / lack of supply / unavailability / unforeseen price increases), war, government measures, production shutdowns, etc., exclude any entitlement to compensation and entitle RD to temporarily suspend the agreement or to terminate it in whole or in part. The same rights shall accrue to the Customer when it is in turn confronted with such circumstances.

b. In such cases, the parties expressly undertake to seek, by mutual consultation, an appropriate solution that is reasonable and fair to both parties. In the event of a persistent dispute, the matter shall be brought before the competent Court, which shall endeavour to reach a balanced and equitable solution.

c. RD reserves the right to terminate or suspend agreements the performance of which has become impossible, extremely difficult or excessively onerous for reasons beyond its control, preventing the normal performance of the agreement, including but not limited to strikes, lock‑outs, occupation of premises, total or partial shutdown resulting from an administrative measure, import or export restrictions, disasters, pandemics, failure or late performance by a third party of its obligations towards RD, or for any other reason arising without fault or risk on the part of RD, without any right to compensation for the Customer.

8. BANKRUPTCY OF THE CUSTOMER – SUSPENSION AND TERMINATION

a. In the event of bankruptcy or any other situation giving rise to a concurrence of creditors of the Customer, all outstanding agreements shall, by operation of law and with immediate effect, be settled as of that date and set off against each other.

b. In the event of any change in the situation of the Customer, such as death, conversion, merger, demerger, acquisition, transfer, liquidation, cessation of payments, commencement of judicial reorganisation proceedings, a collective or amicable settlement, request for payment deferral, cessation of activities, attachment, or any other circumstance likely to impair confidence in the Customer’s creditworthiness, RD reserves the right, solely on the basis of such event, either to suspend performance of the agreement until the Customer provides adequate security for payment, or to declare the agreement terminated at the Customer’s expense, provided that a sufficiently serious contractual breach exists resulting in a breakdown of trust between the contracting parties, and subject to prior notice of default, as from the written confirmation of termination, without prejudice to RD’s right to claim damages.

9. DISPUTES – APPLICABLE LAW – COMPETENT BELGIAN COURTS

All disputes shall fall within the exclusive jurisdiction of the courts having territorial jurisdiction over the place where RD has its registered office. Any dispute shall be governed by Belgian law. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention) is expressly excluded.

10. PRIVACY

RD collects, records and processes information and personal data in accordance with all applicable laws and regulations. RD fulfils its obligations as data controller and/or data processor in compliance with the Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data, the General Data Protection Regulation (EU) 2016/679 of 27 April 2016, and any other mandatory legislation. Data processing is limited to what is necessary for the purposes for which the data are processed, and the retention period of personal data is restricted to the duration required to achieve those purposes. Personal data are adequately protected by appropriate technical and organisational measures. RD’s privacy policy may be obtained at any time upon request by e‑mail: info@rousseau.be.