GENERAL TERMS & CONDITIONS

1. GENERAL
   The general sales conditions detailed below (hereinafter, the “general conditions”) apply to the contracts entered into between the customer and Vervloet SA, the registered office of which is located in Brussels (1080) at rue de la Borne 78, registered at the Crossroads Bank for Enterprises [Banque-Carrefour des Entreprises] under No. 0400.406.496 (“RPM Brussels”) (hereinafter referred to as “Vervloet”).
   By entering into a contract (signing of an order form, making of a payment, etc.) it is understood that the customer unconditionally accepts the general conditions, the whole of which is an integral part of the contract.
   The general conditions are supplemented, if applicable, by the specific conditions, as well as by the conditions reproduced on each invoice sent to the customer by Vervloet. No other contractual document is applicable to the contractual relationship between Vervloet and the customer. These general conditions replace all oral and/or written agreements having been entered into previously by Vervloet.
   In order to be valid, any derogation to these general conditions must have been approved expressly approved in writing and beforehand by Vervloet.

2. INTELLECTUAL RIGHTS
   The studies, plans and drawings submitted to the customer shall remain the exclusive property of Vervloet.
   All infringements, reproductions, copies or uses are strictly prohibited, under penalty of civil and criminal proceedings. More generally, the general conditions cannot be construed as granting the customer any intellectual and/or industrial property right on the articles, including the samples, presented by Vervloet.

3. CATALOGUE
   The articles presented by Vervloet in its catalogue are described in good faith and as accurately as possible. The catalogue can, however, contain minor discrepancies compared to the actual articles. Similarly, it is not completely impossible that factual or printing errors can occur in the communication of the illustrations. Vervloet waives any and all responsibility in case of inaccuracies, incorrect information or omissions in its catalogue.
   The images presented in the catalogue do not have any contractual value.
   The catalogue is the exclusive property of Vervloet. It is prohibited to copy or publish, in any manner or by any means whatsoever, all or part of the catalogue without the written authorisation of Vervloet.

4. PRICES
   The proposals and/or pricelists communicated by Vervloet to the customer are purely indicative and can be modified without prior notice.
   All of the price offers communicated by Vervloet are valid during 30 days. For fine gold products, Vervloet reserves the right to increase its prices based on gold prices.
   The prices shall only become final at the time of the order, when Vervloet receives the customer’s acceptance of the price offer submitted by Vervloet.
   The prices shall be revised in the event of a modification of the order.
   In the event the size of the order is reduced, the customer undertakes to pay 50% of the reduced portion of the order.
   Unless otherwise agreed, confirmed in writing by Vervloet, prototyping expenses shall be borne by the customer.
   In certain specific cases, service expenses, such as project management, drawings, studies or preparations of plans, can be charged to the customer.
   Unless otherwise stipulated, all of the prices are expressed in euros and understood to be exclusive of VAT.

5. INSTALLATION
   The installation, if applicable, of the merchandise, is not included in our offers. Installation is provided on a cost plus basis, at the rate of € 75, excluding VAT, per hour, per worker, including the period of transport to and from our workshops. The worker’s travel expenses are charged at the rate of € 0.50/km travelled, round-trip.

6. DELIVERY TIME LIMITS
   The delivery time limits specified in the offer are only given for indicative purposes and are under no circumstances contractual. Vervloet shall do everything in its power to ensure that the customer receives its product as quickly as possible, but does not commit to any specific delivery time limit.
   A delivery delay, due to an imponderable situation, a timetable delay or to the foundries, cannot under any circumstances give rise to the cancellation of an order, a request for compensation, or to any penalty.
   In the event of an additional order, a new order and a new delivery time limit shall be determined by Vervloet.

7. MAKING OF A DOWN PAYMENT
   An order can only be validly planned and give rise to a contract after the customer has made a down payment. This down payment shall equal 50% of the total amount of the order.
   The manufacturing process shall commence upon receipt of the down payment.
   The cancellation of the order, if applicable, shall not give rise to the restitution of the down payment and the hours spent on the order shall be due. In the event of the cancellation of a customised order of articles, the entire order shall be due.

8. PAYMENT CONDITIONS
   All of the invoices issued by Vervloet are payable upon receipt, net and without discount. In the event of a payment delay, monthly interest of 1.5% and lump-sum compensation equal to 10% of the invoice amount shall be due automatically and without prior notice; however, this compensation cannot be less than EUR 50.00 (fifty euros).

9. TRANSFER OF OWNERSHIP AND RISKS
   The articles ordered shall only be delivered after receipt of the entire payment of the invoice amount.
   Ownership of these articles shall only be transferred to the customer at the time of delivery. However, the risks are transferred to the customer as of the time its articles are made available in the workshops of Vervloet.

10. TRANSPORT
    If requested by the customer, Vervloet can contact an external carrier to deliver the order. Once the merchandise has been picked up by the carrier, we are not responsible for the delivery time, or for damaged or lost merchandise (EX WORKS).

11. COMPLAINT
    Any complaint concerning the articles delivered must be received by Vervloet by registered mail at the following address: rue de la Borne 78, 1080 Brussels, within 8 days of receipt of the articles, indicating the invoice reference number, or, in its absence, the dispatch document. Thereafter, the complaint shall no longer be examined.
    However, if the complaint concerns quantities, it must be made by registered mail within 48 hours of receipt of the articles.

12. WARRANTY
    Vervloet cannot be required to repair or replace any articles and it cannot be held responsible, for any reason whatsoever, including for any hidden manufacturing defect, beyond a period of 6 months from the delivery date.
    The customer is required to inform Vervloet by registered mail at the following address: rue de la Borne 78, 1080 Brussels, within 8 days of the date of the formal noting of the defect. However, no defect resulting from the handmade manufacture of the articles sold by Vervloet shall give rise to any compensation or warranty.
    The warranty of the articles sold by Vervloet shall be inapplicable if the customer has itself carried out any work on the article purchased without having first obtained the written authorisation of Vervloet.
    Vervloet cannot be held responsible and cannot warrant the period of time during which its varnish, applied to its decorative designs, will remain on the surface of its products, as these depend on usage and climatic conditions.

13. PRIVACY
    In accordance with the provisions of the Act of 8 December 1992 concerning the protection of privacy with respect to the processing of personal data, the customer explicitly authorises Vervloet to record in a file all of the personal information that Vervloet has obtained on the customer and to treat said information in accordance with the aforementioned legislation.
    The personal data supplied in these conditions are exclusively intended for internal, commercial and marketing use. These data can be communicated to other companies directly or indirectly tied to Vervloet for commercial prospecting purposes. If the customer wishes to oppose this, it need only send a letter to Vervloet to the following address: rue de la Borne 78, Brussels 1080, clearly mentioning its name and complete address and its Vervloet reference.
    The customer can access at any time the file containing its personal data in order to view said file’s content, or to make any corrections, in which case it need only send a letter to Vervloet, mentioning its name, address and Vervloet reference.

14. NULLITY
    Any provision of these general conditions that is declared null, invalid or non-binding shall not, under any circumstances, affect the lawfulness, validity or enforceability of the other provisions of these general conditions, which shall remain in full effect.

15. GOVERNING LAW AND COMPETENT COURTS
    These general conditions are governed by and shall be construed in every way in accordance with Belgian law.
    Any disputes shall be permanently and exclusively resolved by the courts and tribunals of Brussels.