General Terms and Conditions of sales

COSUCRA Groupe Warcoing S.A.

1. Definitions

2. Field of application

2.1. Unless otherwise expressly agreed to in writing by Seller, all Offers, sales and services by Seller shall be exclusively governed by the present General terms and conditions of sale, which constitute, together with any commercial conditions agreed between the Parties, the entire agreement between the Parties.

2.2. No addition to or amendment of these GT&C shall be valid unless formally agreed to in writing by persons authorised to do so by the Seller.

2.3. By placing a Purchase Order or entering into an Agreement, the Customer accepts that these GT&C take precedence over any of its own terms and conditions and gives up the right to have its own general terms and conditions supersede them. All terms and conditions contained or referenced in any prior or subsequent oral or written communication, including, without limitation, terms and conditions contained in a P.O. or another document issued by the Customer, which are different from or in addition to these GT&C are hereby rejected and shall not be binding on Seller except if agreed in writing between the Parties.

3. Offers – Purchase Orders – Order Confirmations

3.1. Any Offer is made without commitment and, except if otherwise provided in the Offer, remains valid for 15 business days.

3.2. Only upon receipt by Customer of an Order Confirmation from Seller shall a binding commitment come into existence.

3.3. P.O.s shall be placed in accordance with agreed lead-time (including the production and transportation’s lead-times) and if not, Seller’s lead-time, communicated to Customer on demand.

3.4. Customer may not cancel, alter, or suspend delivery of any Product for which a P.O. has been placed, whether or not an Order Confirmation has been issued by Seller, except with Seller’s written consent, which may be subject to a surcharge to cover costs & loss of earnings. No cancellation is permitted after shipment of the Products.

3.5. Notwithstanding anything to the contrary herein, in case of unforeseen economic, legal or other events, including, but not limited to, unforeseen issues affecting for example the price or availability of raw materials and/or the Product, which significantly affect the economic balance of the contract, at either Party’s request the Parties shall renegotiate the terms to allow for a continuation without any disproportionate prejudice to either party. In the absence of agreement either party may terminate any pending P.O.s or Agreement by giving the other party 30 days written notice.

4. Prices and payment

4.1. Unless otherwise provided in writing, all prices quoted are net and exclusive of any value added tax, import taxes or any other duties or extra charges (such as transportation or insurance costs).

4.2. The Customer shall pay the full amount invoiced to it by Seller in Euro within thirty (30) days of the invoice date. In case of late payment without a justified reason, any amount owed to Seller shall be increased by an interest at the interest rate applied by the European Central Bank to its most recent refinancing transaction plus 8 percentage points. In addition, a fee of 40€ to cover the administrative costs incurred by Seller due to the late payment may be charged for each late payment.

4.3. The Customer may not withhold payment of any amount due to Seller because of any set-off, counterclaim, abatement, or other similar deduction.

4.4. Seller may, at its absolute discretion, adjust the amount of Product to be delivered to Customer or the payment terms applied to the financial value of any revised limit advised by Seller’s independent credit insurance agency of which Customer has been notified by Seller.

4.5. If in the opinion of Seller the financial position of the Customer is impaired in such a way as to render payment unlikely , then Seller, at its option and without prejudice to its other rights and remedies, may (i) terminate any current Agreement or Purchase Order, whether confirmed or not , with immediate effect by written notice to the Customer without any further action or formality being required, (ii) suspend or cancel deliveries until all indebtedness is paid in full , and/or (iii) deliver on a cash in advance basis only .

5. Force majeure

5.1. Neither Party shall be liable for any failure to perform under any P.O. or Agreement (except for the payment of any sums due by Customer) if such failure is due to causes beyond its reasonable control such as, but not limited to, fire, flood, strikes, labour disputes or other industrial disturbances, epidemic or pandemic, quarantine restriction, delay in transportation, materials or manufacturing facility shortage war, embargoes, blockades, legal restrictions, riots, insurrections, governmental regulations, and the unavailability of means of transportation.

5.2. The Party affected by a force majeure event shall promptly notify the other in writing of its inability to perform its contractual obligations.

5.3. If such force majeure event, which renders the performance by a Party of an obligation under this Agreement (temporarily) impossible, continues for more than sixty (60) days from the date of the notification, either Party is entitled to cancel any P.O. or terminate any Agreement, upon thirty (30) days prior written notice to the other Party and without incurring any liability, or having to pay any fees, damages or compensation whatsoever.

6. Delivery & shipment – transfer of title – transfer of risk

6.1. Seller shall supply the ordered Products at the dates indicated in the Order Confirmations. If delivery of an order is delayed Seller shall inform the Customer in writing of the reasons and indicate the expected delay. In case
the delivery delay exceeds more than fifteen (15) days for reasons attributable to Seller the Customer shall, as its sole remedy, be entitled to withdraw from the specific P.O. or P.O’s concerned.

6.2. Any expenses incurred by Seller as the result of a postponed delivery at the request of the Customer may be charged to the Customer by the Seller.

6.3. Delivery of goods shall be governed by the Incoterm indicated in the Offer and/or the Order Confirmation.

6.4. Seller shall keep title over the Products until full payment of the price. Issuing an obligation to pay (such as a bill of exchange) shall not constitute a payment.

6.5. Risk of loss will pass to Customer in accordance with the applicable Incoterm, irrespective of whether title to the Products remains vested in Seller.

6.6. The Product shall be packed for shipment in accordance with the Product specifications and/or in accordance with the packing conditions and labelling agreed between the Parties prior to the first shipment or at any time thereafter. No warranty is given as to compliance with local regulation regarding packaging except if the specific requirements of the local regulation have been detailed and required by Customer and expressly accepted by Seller.

6.7. When Customer is responsible for the transport in accordance with the applicable Incoterm, Customer shall ensure that its carriers are fully compliant with all laws and regulations applicable to them.

7. Material defects or shortages

7.1. Any claim for missing Product and/or transport damage must be lodged immediately in the CMR or any other transport document signed by Customer on receipt of the Product.

7.2. Pictures of transport damage must be immediately sent to the Seller. Except as required by the applicable Incoterm, in no event shall Seller have any liability for its selection of any carrier, any damage or loss occurring subsequent to delivery to a carrier, or any actions of any carrier.

7.3. Customer’s sole remedy for missing Product shall be, at Seller’s option, the supply of the missing volume of Product within a reasonable time or receipt of a credit note in the amount of the price paid for the missing Products.

7.4. Customer must carefully examine all Products upon delivery and before use. Any visible defects, other than missing Products and/or transportation damages which must be notified immediately, or any defects discovered as a result of such inspection must be notified within two (2) business days of the discovery and in any case before any use of the Product. Such notification must include a picture of the defect. The absence of such notification constitutes Customer’s irrevocable acceptance of the Products and Seller shall have no liability for visible defects or defects reasonably discoverable upon careful examination.

7.5. In the event Customer discovers a latent defect including nonconformity to the Product specifications, Customer shall give written notice to Seller within two (2) business days of the discovery. Such notice must be given within six (6) months from the use of the Product, but in no event later than the end of the shelf life and/or expiry date of such Product.

7.6. In the absence of notification according to Sections 7.4 and 7.5, Customer shall not be entitled to any remedy under Section 8 or by law.

7.7. Seller has the right to demand and test samples of any Products in relation to which Customer makes a quality claim, as well as inspect the site where Customer has stored such Products.

7.8. In the event a defect in the Product is discovered for which Seller is responsible as provided in these GT&C, Customer shall not sell, use or mix the Products following such discovery.

7.9. If, after receipt of a written notice asserting a defect in the Product, Seller determines that the Product is defective, Customer shall at Seller’s option and at Seller’s expense either deliver such Product to a facility designated by Seller or destroy it and Seller shall at its option replace the Products or issue to Customer a credit note in the amount of the price paid for the Products. This replacement or refund does not apply to Products misused or damaged because of accident or improper handling, shipping damage, or alterations outside of Seller’s control.

8. Liability

8.1. The Seller only warrants that the Products sold shall conform to the Product specifications as communicated to the Customer in the Offer and/or the Agreement.

8.2. Products for use in the food industry will, unless otherwise expressly agreed between the Parties, be manufactured in compliance with applicable general food regulations only.

8.3. Any warranty shall cease at the end of the shelf life and/or expiry date of the Products, or six (6) months after the use of the Product, whichever is shorter.

8.4. Seller makes no other warranty of any kind, express or implied, statutory or otherwise, concerning the products, including, without limitation, the implied warranties of fitness for a particular purpose or merchantability or the results to be derived from the use of the products or non-infringement of third parties’ intellectual property rights.

8.5. To the extent permitted by law, he liability of the Seller shall be limited to a maximum amount of 1,250,000 Euros for all damages Customer might claim.

8.6. Seller shall not be liable for any breach of warranty if Customer makes any further use of such Products after giving a notice of defect or the defect arose because Customer failed to follow Seller’s instructions, including, without limitation, any instructions relating to the movement, storage, handling or use of the Products. In the case of bulk delivery, once the Product has been unloaded by the Customer.

9. Confidentiality

9.1. Each Party hereto agrees that it will not in any manner, whatsoever, either directly or indirectly, disclose, use or communicate to any person, firm or entity, any of the other Party’s trade secrets or other confidential information relating to the other Party’s business of which it has become aware other than for the sole purpose of the performance of the Agreement and/or the P.O. , nor issue any press release or public announcement regarding the existence, subject matter or terms of the Agreement and/or the P.O. , unless and to the extent required by law or pursuant to an order of a competent authority. In addition, each Party shall exercise at least the same degree of care to avoid disclosure of the other Party’s trade secrets or other Confidential Information as the receiving Party employs with respect to its own confidential information of like importance, but no less than a reasonable degree of care. All Confidential Information delivered by a Party to the other Party in the framework of any Purchase Order or Agreement shall be and remain the property of the disclosing Party.

9.2. The provisions of this section shall survive termination or expiry of any Purchase Order or Agreement and shall continue for a period of ten (10) years thereafter.

10. Intellectual Property

10.1. All intellectual property rights in and in relation to the Products shall be and remain the sole and exclusive property of Seller (or its licensors) and Customer shall not acquire any intellectual property rights in the Products by virtue of any Agreement or any P.O..

10.2. No licenses, express or implied, under any patents, trademarks, trade name, domain name copyrights or other intellectual property rights are granted by Seller to Customer. Seller does not hereby license or provide Customer the right to use any logo, trademark, or other intellectual property of Seller. However, should the Customer wish to use a logo, trademark or other communication material of the Seller, a request for the signature of an appropriate licence may be submitted to:

11. Compliance

Seller represents and by placing any Purchase Order or entering into any Agreement with Seller the Customer represents, each on behalf of themselves and their partners, employees, agents, representatives, officers, directors, and managers, (i) that no payment or transfer will be allowed for the purpose or with the effect of corruption, public or commercial bribery, or any conduct that may be seen or construed as breaching any applicable Anti bribery and Corruption (ABC) regulations such as the French Loi Sapin II, the UK Bribery Act, the USA Foreign Corrupt Practices Act, and that they have not been formally notified that they are under investigation for beaching any applicable ABC regulations; (ii) that they shall work with reliable partners not included in any government-published restrictions or prohibition lists.

12. Data protection

All personal data that are collected are only kept for as long as they are required for the purpose for which they were collected and for as long as legally permitted. Individuals have the right of access to their data and the right to have these data rectified, removed, limited as the law specifies. Customers are referred to COSUCRA’s privacy charter for further information.

13. Applicable law – Competent courts

13.1. This Agreement shall be governed and construed in accordance with the laws of Belgium, excluding the Treaty on the International Sale of Goods.

13.2. The Parties shall first use their best endeavours to resolve, through mutual consent without involving any third party or parties, any disputes, controversies, or differences that might arise between the Parties under, out of, or in connection with or in relation to any Purchase Order or Agreement.

13.3. Any disputes arising out of or in relation to this Agreement which cannot be settled amicably will be submitted for resolution to the courts of Tournai, Belgium, which shall have exclusive jurisdiction.

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