Terms and conditions of sale Emsys NV

1. Scope
The following general terms and conditions of sale of EMSYS NV apply exclusively to all sales agreements, invoices, purchase orders and quotations between the Purchaser and EMSYS NV.
Any deviating terms and conditions, clauses or provisions only apply if these have been expressly approved in advance in writing by EMSYS NV.
The following terms and conditions shall prevail over those of the Purchaser, whether these are special or general terms and conditions of sale or purchase.

2. Quotations
A. Unless stated in writing to the contrary, quotations issued by EMSYS NV are valid for a period of 30 days starting from the date of the quotation. Quotations issued by EMSYS NV are always without obligation.
B. The prices stated in quotations are only valid if the Purchaser does not state a delivery date which exceeds the Purchaser's order by more than three months at the time of submitting the order, subject to modifications. Prices are exclusive of VAT and other taxes or levies. Prices do not include installation or training costs or carriage costs unless expressly agreed otherwise.

3. Orders
EMSYS NV is only bound by an order if EMSYS NV has confirmed the order in writing.

4. Deliveries
A. All deliveries are dependent on availability from the manufacturer or importer. Delivery times stated by EMSYS NV will be determined as accurately as possible on the basis of known elements. EMSYS NV will make every effort to execute deliveries on the stated date or a date confirmed later, but accepts no liability for any delay. The parties therefore expressly agree that delivery times are solely indicative in nature.
B. EMSYS NV also rejects any liability for impossibility to perform attributable to unforeseen circumstances or arising from chance or force majeure. If this situation continues for more than three months each of the parties shall be entitled to terminate this agreement regarding the goods or services not yet delivered. The goods and services already delivered shall in any case be invoiced to and paid for by the Purchaser.
C. The Purchaser must mention any defects on the delivery note. To be valid, any complaint must be notified to EMSYS NV by registered letter within eight days following delivery. Once this period has expired the Purchaser will be deemed to have accepted the delivery. Goods can only be returned following prior written confirmation from EMSYS NV. If installation is required, this shall be performed by EMSYS NV's personnel or by personnel authorised by EMSYS NV according to instructions given by EMSYS NV.
D. EMSYS NV will insure goods to be delivered up to the place of delivery provided that the place of delivery is situated in Belgium.
E. The transfer of risk of the goods will take place at the time they are delivered to the Purchaser.
F. The goods shall be installed as stated in the quotation, the conditions of sale or the guidelines of the supplier/manufacturer/importer with regard to the installation of the goods concerned.
G. Delivery will be made in Belgium, unless expressly agreed otherwise.

5. Payments
A. Invoices must be paid within 15 days after the invoice date unless expressly agreed otherwise in writing. Taxes on the added value are for the Purchaser's account.
B. Failing total settlement by the invoice due date, EMSYS NV is free to suspend all deliveries and/or to demand immediate settlement of all invoices, even if these have not yet fallen due.
C. Orders for an amount less than 250,- EUR excl. VAT, will be increased of 50,- EUR for administration costs.
D. If no payment is made within 8 days after EMSYS NV or its authorised representative has sent a reminder, the debtor shall be required to pay a conventional and fixed penalty of 15% of the amount due, with a minimum of 75,- EUR. This penalty is payable to cover the increased administrative costs. This clause does not prevent the debtor from requesting different payment terms and only applies insofar as the amount of the invoice cannot seriously be disputed.
E. If an invoice is not paid by the date it is due, late payment interest of 3% above the discount rate of the National Bank of Belgium at the time will be payable from that date by the operation of law and without notice of default being required.
F. Drawing bills of exchange shall not imply any novation of debt; discount costs are for the Purchaser's account.

6. Warranty
A. Hardware: goods are guaranteed to be free of defects in materials or workmanship according to the conditions laid down by the supplier/manufacturer/importer.
B. Software: EMSYS NV warrants that the software it has developed makes it possible to perform the program instructions, insofar as the software has been correctly installed. EMSYS NV cannot however warrant that the software will function without interruption and free of defects.
C. Restrictions: the foregoing warranty does not cover defects arising from:
1. incorrect or inappropriate maintenance by the Purchaser or third parties
2. software or interfaces supplied or developed by the Purchaser or third parties
3. prohibited modifications or incorrect use
4. use of goods in an environment that does not correspond to the stated specifications
5. incorrect preparation or maintenance of the space in which the goods are connected
6. normal wear and tear
EMSYS NV' liability is in any event limited to the sale price including the costs of carriage.
D. Entry into effect and duration of the warranty period: the warranty period is specified in the quotation. The period will commence either on the first delivery or installation, if installation by EMSYS NV is included in the price. If installation is carried out by EMSYS NV, and the Purchaser, with regard to the installation, plans or causes a later delivery more than 30 days after the first delivery, the warranty period will commence on the 31st day after the first delivery.

E. Place of performance: in the context of the warranty, interventions in relation to installed goods will be performed at EMSYS NV' premises, unless agreed otherwise in writing. Goods will if needed be sent back to EMSYS NV at the Purchaser's expense. In the event that the equipment is moved from its original place of installation, the warranty shall only be valid insofar as EMSYS NV has carried out a prior inspection of the new space and EMSYS NV has moved and/or installed the equipment to be moved, all this at the expense of the Purchaser.
F. Carriage costs: the Purchaser shall bear the carriage costs for goods sent to and from EMSYS NV as regards goods returned for repair during the warranty period.
G. No other warranty will be provided, whether implicit or explicit, other than the aforementioned warranty. There are no implied warranties in relation to goods that are not commercialised or as regards suitability for specific applications. EMSYS NV has the right to commercialise the goods (to use the goods also on behalf of/for the benefit of third parties).

7. Liability of EMSYS NV
Any claim by the Purchaser to compensation is restricted to that which is stated in Article 6.
EMSYS NV' liability is in any event limited to 5% of the price stated in the quotation.
EMSYS NV accepts no liability for any indirect or intangible damage or any harm or other loss, whether direct or indirect, accidental or arising from incorrect functioning in whole or in part of the services or goods, as also for accidents that may occur during or as a consequence of the installation.

8. Retention of title (right of retention)
Goods that are supplied remain property of EMSYS NV and EMSYS NV has a right of retention until the day that invoice amounts are paid in full in relation to the goods and any penalties or interest mentioned in Article 5C and 5D, even if the goods have been modified and/or incorporated.

9. Reproduction rights
Unless otherwise agreed upon in writing, materials belonging to EMSYS NV and/or to the goods that are protected by copyright (software and printed documentation) may only be copied for archival purposes, to replace a damaged copy or to investigate programming errors.

10. Studies and designs – non-disclosure
All documents provided by EMSYS NV to customers in connection with studies, detection, analyses and so on performed by EMSYS NV remain the property of EMSYS NV and must be returned to EMSYS NV on first demand. EMSYS NV retains the copyrights or intellectual property rights or industrial property rights to designs and supplies. Disclosure of the contents of such documents by the Purchaser to third parties shall give rise to compensation. It is prohibited to make use of the content of such documents by either intellectual or industrial means without the express permission of EMSYS NV. The Customer shall keep any information in relation to EMSYS NV and EMSYS NV' quotation strictly secret and not publicise this or use this for third parties without the express permission of EMSYS NV.
In the event that the Customer breaches this Article 10, the Customer shall owe EMSYS NV compensation of EUR 25,000.00, without prejudice to EMSYS NV' right to additional compensation as provided for by law.

11. Jurisdiction
The agreement is governed by the laws of Belgium and commercial practices in Antwerp insofar as these conditions do not deviate therefrom. The courts of Antwerp shall be exclusively competent to settle any disputes. EMSYS NV reserves the right to institute a claim before other courts competent in the matter.



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