MKB sales conditions

Article 1: Price

1.1. Unless otherwise agreed in writing, all prices of Mekanische Konstruktie Baudoin N.V. (hereinafter: MKB) are stated in Euro and are net prices based on delivery “Free Carrier” (FCA - Incoterms 2010). Regardless of the place of delivery, prices are exclusive of VAT and other duties, excluding costs of assembly, commissioning and costs of non-standard packaging.

1.2. In the event of a change in cost price factors for MKBs (such as the price of raw materials, salaries or social security contributions), MKBs are entitled to adjust the price accordingly.

1.3. MKB is entitled to index its prices annually.

1.4. For orders with an invoice value lower than EUR 300.00 excluding VAT, MKB is entitled to charge administration costs. MKB determines the amount of these costs in a reasonable manner.

Article 2: Delivery and risk

2.1. Unless otherwise agreed in writing, delivery times are purely indicative and do not bind MKB. If the delivery period is exceeded, the Customer is not entitled to claim damages or terminate the agreement.

2.2. MKB is entitled to make partial deliveries, which will be invoiced separately.

2.3. Without prejudice to Article 1.1. of these general terms and conditions, the delivery of goods takes place “Free Carrier” (FCA - Incoterms 2010).

Article 3: Payment

3.1. MKB's invoices are payable in cash at MKB's registered office, or by transfer to the bank account designated by MKB, within thirty (30) days after the invoice date, without deduction of discount. The value day as indicated on the bank statement is considered the payment date. The bank charges are borne by the Customer.

3.2. In the event of failure to pay on the due date, the Customer owes, by operation of law and without notice of default, (i) interest calculated on the basis of the interest rate of the law of 2 August 2002 on combating late payment in commercial transactions as well as (ii) a lump sum compensation amount of 10% of the outstanding invoice amount - with a minimum of EUR 40 - for its own collection costs, without prejudice to the right of MKB to additional compensation for all other actual collection costs incurred that exceed that fixed amount and which have arisen as a result of late payment, including legal compensation provided for by the Judicial Code.

Article 4: Retention of title

4.1. All goods delivered by MKB remain the property of MKB until payment by the Customer of all that he owes to MKB in accordance with the agreement regarding the goods or any other related agreement, including interest and costs. The retention of title until full payment of the price applies even if it has been agreed that the goods must be assembled by MKB, on location at the Customer or at a customer of the latter.

4.2. Pending the transfer of ownership of the delivered goods, the Customer may dispose of the goods in the context of his normal business operations. However, the Customer cannot transfer ownership of the goods to a third party other than under the suspensive condition of the transfer of ownership from MKB N.V to the Customer.

4.3. As long as the goods are not used, the Customer must keep the delivered goods separate from the other goods until ownership has been transferred.

Article 5: Adjustment and discontinuation of manufacturing goods and services

MKB may, on its own initiative, adjust the quality or specifications of its goods and discontinue the manufacture of one or more types of goods. If MKB is of the opinion that the aforementioned adjustment leads to a material change with regard to the performance(s) of the goods in question, MKB will inform its Customer of this in writing within a period of thirty (30) days, after which the Customer has the right will have to terminate the agreement within fourteen (14) days.

Article 6: Assembly and installation work

6.1. If assembly and installation work has been agreed, the Customer is responsible for the correct and timely implementation of all devices, facilities and/or conditions required for (the arrangement and safe execution of) the work to be installed.

6.2. Without prejudice to what was determined above, the Customer must ensure, at his own expense and risk, in a timely manner that:

a. MKB is provided with free access and is given the opportunity to properly carry out the work during normal working hours and, if MKB deems this necessary, also outside normal working hours;

b. earthworks, paving, piling, demolition, foundation, concrete, carpentry and upholstery works or other additional works are completed, so that the site is easily accessible and installations are clean and undamaged;

c. auxiliary, hoisting and/or lifting equipment is available for moving objects that cannot reasonably be handled by two people;

d. scaffolding, scaffolding and ladders are available and set up;

e. fuels and materials such as compressed air, gas, water, electricity, supply and discharge pipes, required for the execution of the work, as well as for any testing and commissioning, and the supply of switching, safety equipment and pipes for the electric motors and/or other electrical equipment is available to MKBs in the right place;

f. during the duration of the work, in the immediate vicinity thereof, a dry, heated, illuminated and separately lockable space of sufficient size is made available to MKB, as accommodation for MKB employees and for storing the materials and tools to be processed and personal property of employees; and

g. applications are made on time and the amount due is paid with regard to connections, rights and permits.

6.3. Damage and costs arising because the conditions set in the previous paragraph are not met or not met in a timely manner are and will remain the responsibility of the Customer.

Article 7: Limited deviations with regard to the ordered goods

Unless otherwise agreed in writing, MKBs are permitted to make limited deviations to the goods in terms of colour, quantity, size, weight or (shore) hardness.

Article 8: Disputes and objections - Deadlines

8.1. Any objections arising from order confirmations must be submitted in writing by the Customer no later than eight (8) days after receipt of the relevant documents. The Customer waives his right to contest the order confirmation after this period has expired.

8.2. Any objections or disputes to invoices must be submitted in writing by the Customer no later than thirty (30) days after issue of the relevant invoice. The Customer loses the right to dispute the invoice after this period has expired.

8.3. Without prejudice to Article 10, the Customer must examine the delivered services and/or the goods received from MKB immediately after execution or receipt for errors and defects. The Customer must inform MKB in writing of the existence of errors or visible defects within a period of five (5) days from delivery, failing which the Customer loses any right of recovery for such error or defect (whether concerns the repair of the goods, the obtaining of any compensation or the termination of the agreement). In any case, loosening, editing, processing, installing, trading, modifying or repairing the delivered goods by the Customer will make any claim inadmissible.

Article 9: Indemnity

9.1. Goods affected by a hidden defect will be either repaired or replaced for a maximum of twelve (12) months after delivery - at the discretion of MKB - under the following cumulative conditions:

a. The Customer must demonstrate that the defects only result from construction defects or from any hidden defects existing at the time of delivery and not from the use of the goods or any other cause.

b. The Customer must demonstrate that he has used and maintained the goods in a normal manner.

c. The Customer must inform MKB in writing of the existence of the hidden defect within a period of five (5) days from the discovery of the defect, failing which the Customer loses any right of recovery (whether it concerns repair of the goods, to obtain any compensation or to terminate the agreement).

d. Loosening, editing, processing, installing, trading, modifying or repairing the goods by the Customer will make any claim inadmissible.

9.2. This warranty excludes any other statutory, contractual or customary warranty that may be validly waived.

Article 10: Liability

10.1. MKB is only liable for damage resulting from death or physical injury or damage to property caused by a shortcoming attributable to it. The liability of MKB is further limited to an amount equal to the total invoice value of the deliveries and/or orders from MKB to the Customer in the calendar year preceding the damage incident, with a maximum of EUR 100,000.00 (one hundred thousand euros) per event or series of connected events.

10.2. The Customer will indemnify MKB against all claims and entitlements from third parties against MKB in connection with the services and/or goods delivered by MKB to the Customer, insofar as these claims and entitlements exceed the liability/guarantee of MKB in accordance with these conditions.

Article 11: Right to return

Except for the cases referred to in Articles 8.3 and 9, returns are accepted by MKB under the following cumulative conditions:

a) MKB has given its prior written approval for this;

b) the goods are sent free of charge, intact and in their original packaging;

c) it concerns standard or stock goods;

d) the delivery took place less than six (6) weeks before the return request;

e) the value of the goods to be returned does not exceed 10% of the total value of the original delivery.

Article 12: Cancellation, dissolution and suspension

12.1. MKB has the right to terminate, dissolve or suspend the execution of the agreement in whole or in part with immediate effect - without judicial intervention or notice of default being necessary - and without prejudice to the other rights of MKB (more specifically the right to demand the correct execution of the agreement or to claim damages), if:

a. the Customer dies, requests a suspension of payment, files for bankruptcy, is declared bankrupt, applies for a collective debt settlement petition or any other similar procedure;

b. The Customer fails to comply with any obligation arising from the law or from these conditions.

12.2. If an agreement is dissolved in whole or in part by MKB, the Customer is obliged to compensate all costs and lost profits relating to the dissolved agreement.

12.3. If events, independent of MKB's control, would make the performance of its obligations impossible or unreasonably onerous, MKB has the right not to execute the agreement and/or to terminate it unilaterally upon written notice, without obligation to pay damages. p>

Article 13: Limitation

All legal claims of the Customer against MKB expire after a period of six (6) months, starting from the date on which the right of action arises.

Article 14: Intellectual property rights

14.1. MKB cannot guarantee that no patent rights, copyrights, trademarks, (user) rights, trade models or any other rights of third parties are affected by the goods, models and drawings for the manufacture and/or delivery of certain goods supplied by MKB The Customer indemnifies MKB against all claims, including all claims from the Customer's customers, made against MKB in this regard.

14.2. If MKB processes the Customer's goods, MKB will be considered the holder of the right within the meaning of Book XI of the Code of Economic Law.

14.3. Unless otherwise agreed in writing, MKB retains the copyrights and all (industrial) property rights to the offers made by it, designs, images, drawings, (test) models, software and molds provided by it. Complete or partial takeover of MKB's commercial documentation, whether or not in electronic form, such as price lists, brochures, leaflets, images, tables or technical data is prohibited without the written consent of MKB. In addition, the supplied instructions by MKB for installation, commissioning and use are confidential and intended for personal use. They may not be distributed in whole or in part.

Article 15: Applicable law and competent court

15.1. All agreements concluded by MKB are subject to Belgian law, without prejudice to the applicability of the United Nations Convention of 11.04.1980 concluded in Vienna (CISG).

15.2. All disputes regarding agreements concluded with MKB, including all disputes regarding these general terms and conditions, will be brought before the competent courts of the judicial district of Antwerp.