Terms and conditions

Article 1

The present general terms and conditions apply to all agreements with METAPLEX N.V. (hereinafter METAPLEX), except in the case of our express and written deviation, and this from the moment they have been brought to our attention at least once. These terms and conditions are considered to be accepted, even if they contradict the customer's own general or special terms and conditions, in which case the customer waives its own general terms and conditions and these general terms and conditions of METAPLEX will always take precedence. The fact that a specific agreement deviates from one of the provisions of these general terms and conditions does not exclude the application of the other terms and conditions.

Article 2

All offers made by METAPLEX are without obligation and are not binding on METAPLEX. The same applies to orders placed by customers. An agreement between METAPLEX and the customer is only concluded once METAPLEX has confirmed the order. Confirmation of an order may also be evidenced by METAPLEX's performance of the agreement.

Article 3

The customer is obliged to take delivery of the goods delivered by METAPLEX at the agreed time and to provide the necessary space so that the goods can be delivered. METAPLEX always delivers the goods "ex works" (incoterm EXW) from its warehouses. Transport of the goods is at the buyer's risk, even in the case of carriage paid delivery. METAPLEX always determines the method of transport, shipment and packaging, unless expressly agreed otherwise. The quantities stated on the consignment note are considered to be the quantities delivered. The buyer shall immediately check the goods upon delivery and have the carrier immediately ascertain any missing quantities and visible defects and make the usual reservation to the carrier. Any visible defects must be noted on the delivery note or transport document or reported to METAPLEX in writing within 3 (three) days. Complaints regarding non-visible defects must be submitted by registered letter within eight days. The use of the delivered goods implies irrevocable acceptance thereof. No possible complaint suspends the payment obligation. Returns to the METAPLEX address must be carriage paid. The delivery times stated are only indicative and are not binding on METAPLEX. However, in the event of an abnormal delay in delivery, the customer has the right to terminate the purchase by registered letter and without judicial intervention, provided that METAPLEX has still not delivered within a period of one (1) month after METAPLEX has been given formal notice of default by registered letter. The customer expressly waives any other means of recourse and, in particular, the right to compensation.

Article 4

4.1 Ownership of the goods sold shall only be transferred to the customer after the customer has paid METAPLEX in full for all goods delivered or to be delivered by METAPLEX, including payment of the agreed price, costs, interest and any compensation. In the event of payment by cheque or bill of exchange, ownership shall only be transferred after final collection of the amounts. Nevertheless, the risks of loss or destruction of the goods sold shall be borne in full by the customer from the moment the goods are delivered to him. This retention of title also applies to goods that form part of a service provided by METAPLEX.

4.2 Until the ownership of the goods sold has been effectively transferred to the customer, the customer is prohibited from using the goods subject to retention of title as a means of payment, pledging them or encumbering them with a security interest. The customer has a duty of care with regard to the goods subject to retention of title. The customer undertakes to inform METAPLEX in the event of foreclosure or storage in a space that is not its property.

Article 5

5.1 The agreed prices of METAPLEX are ex works (incoterm EXW). All taxes, duties and/or levies of any kind relating to the goods delivered or their transport, including all new taxes, levies or other duties, are entirely at the expense of the customer. METAPLEX reserves the right to unilaterally change prices by means of simple notification if market conditions justify this. Unless otherwise stipulated, METAPLEX is always entitled to issue partial invoices in accordance with the progress of the work carried out and/or goods delivered by METAPLEX.

5.2 METAPLEX invoices are payable in Antwerp (Wilrijk) on the due date stated on the invoice. If special conditions agreed with the customer allow the outstanding amounts to be paid in instalments, the buyer will lose the benefit of the spread payments if he fails to meet one instalment, and the full amount will become immediately due and payable, including conventional interest and penalty clause. In the event of non-payment of the invoice on the due date, all other claims against the customer that are not yet due shall become immediately payable by operation of law and without prior notice of default. In that case, METAPLEX reserves the right to suspend the execution of all current orders without prior notice of default and without compensation.

5.3 If METAPLEX has any doubts about the customer's creditworthiness at any time due to legal enforcement actions and/or any other identifiable event, METAPLEX reserves the right to demand advance payment or other securities for deliveries still to be made. If the buyer is unable or unwilling to make advance payment and/or cannot provide sufficient security, METAPLEX has the right to cancel the entire order or part thereof, without METAPLEX being liable for any compensation.

5.4 In the event of non-payment of the invoice within the specified period, interest on arrears of 1.5% per month on the unpaid invoice amount shall be payable by operation of law and without prior notice of default, as well as a fixed compensation of 15% of the amount still due, without prejudice to METAPLEX's right to claim higher damages. Until full payment has been made, METAPLEX shall retain a right of retention on all goods belonging to the customer that are present on its premises and, in exercising this right, it shall be entitled to claim storage costs.

5.5 Any objection to invoices must be made within eight (8) days of receipt of the invoice by registered letter to the address of METAPLEX's registered office, clearly stating the reasons for the objection. The date of receipt of the invoice shall be proven by the invoice date plus one working day. The burden of proof to the contrary lies with the buyer.

5.6 METAPLEX shall at all times be entitled to transfer all or part of its claims against the buyer to third parties.

Article 6

6.1 Unless expressly agreed otherwise between the parties, METAPLEX shall not be deemed to have knowledge of or to take into account the specific application that the customer will make of the purchased goods and METAPLEX cannot therefore be held liable for this.

6.2 Production is carried out in accordance with the standards and tolerances applicable in the sector. These are available from METAPLEX on request. By placing an order, the buyer implies that they are familiar with and accept these standards and tolerances.

6.3 METAPLEX's liability for any hidden defects in the goods delivered by METAPLEX is limited to defects that become apparent within two (2) months of delivery of the goods. Any hidden defects must be reported by registered letter within eight (8) days of their discovery.

Article 7

7.1 METAPLEX shall not be liable for accidents or damage, nor for delays, interruptions or indirect damage caused by visible or invisible defects in the goods delivered. METAPLEX shall also not be liable to the customer for serious or unintentional errors committed by its employees, staff or representatives in the performance of their professional activities. METAPLEX is only liable for deception, fraud and intentional errors.

7.2 In the event that the goods delivered by METAPLEX prove to be defective, the customer may only claim repair or replacement of the delivered goods, without being entitled to any form of compensation. The goods delivered as a replacement will be charged pro rata to the duration of the time worked and the duration of the warranty.

Article 8

In the event of force majeure, METAPLEX may suspend or even terminate the performance of the obligations entered into, without the buyer being entitled to claim any compensation. In the event that a fundamental change in economic circumstances results in the performance of the agreement entailing an unreasonable burden for one of the parties, the parties shall consult with each other to jointly agree on a fair adjustment to the agreement. The customer's payment obligation is excluded from this application.

Article 9

The agreement between METAPLEX and the customer is governed by Belgian law. Only the courts of the district of Antwerp, Antwerp division, are competent to hear any disputes arising from the agreement.

Address of registered office of METAPLEX NV:

METAPLEX NV Kernenergiestraat 51 B-2610 Antwerp (Wilrijk) Belgium

BTW: BE0446.273.937 Mail : sales@metaplex.be