General Terms and Conditions

Article 1. GENERAL

Unless otherwise agreed in writing, these general terms and conditions are applicable to all offers and quotations made by Belintra, Inc, a company incorporated and organised under the laws of South Carolina, having its registered office at 4531 Pine Ln. Anderson, SC 2962 (hereinafter referred to as “Belintra”), and to each agreement between Belintra and a customer.

Amendments and/or additions to these general terms and conditions are only possible by means of a written and signed agreement between Belintra and the customer.

By submitting an order the customer irrevocably agrees to the content and applicability of the present general terms and conditions on all legal relationships with Belintra and expressly and irrevocably waives the application of his own general (purchase) terms and conditions (of sale).

Article 2. VALIDITY OF OFFERS

All Belintra’s offers are not binding, unless the offer explicitly states otherwise. Offers are valid for 60 days as from the date they were made, unless otherwise explicitly indicated.

An agreement between Belintra and the customer is only binding as soon as an order has been accepted by Belintra in writing by means of an order confirmation, unless the offer explicitly states otherwise.

In the event the customer cancels an order confirmed by Belintra, the customer shall pay Belintra by way of liquidated damages automatically, by right and without prior notice a sum equal to 30% (thirty percent) of the order price, without prejudice to Belintra’s right to claim higher compensation of the actual loss Belintra has suffered due to this cancellation.

Article 3. PRICES

All Belintra’s price lists are only indicative and do not bind Belintra. All prices, mentioned in the price lists, order confirmations, agreements, … are quoted exclusive VAT. All taxes, duties and/or charges, of whatever nature, relating to the goods or their transport, packaging, including any new taxes, fees and charges introduced after the conclusion of the agreement, are payable in full by the customer.

The prices exclude the costs for packaging of the goods, transport and insurance, unless confirmed otherwise in the order confirmation. The prices do not include additional assembly and installation work, unless explicitly otherwise agreed in the order confirmation.

All prices mentioned in the price list of Belintra, are expressed in US DOLLAR, exclusive any taxes.

If certain costs that affect the agreed price rise due to circumstances beyond the control of Belintra, such as increases in duties and taxes on the goods to be supplied, increases in freight rates, increases in the prices of commodities or raw materials, increases in wages due to legal provisions or national or sectorial collective agreements, changes in currency exchange, etc., Belintra is entitled, through simple notification, to impose a proportionate price increase.

Article 4. DELIVERY

Delivery terms given by Belintra are only indicative and any deviation thereof shall not entitle the customer to terminate the agreement, or to claim any price reduction or any other indemnification.

Unless otherwise agreed in writing, the goods will be delivered EX WORKS (Incoterms® 2010 – registered office or warehouse of Belintra Inc.). The customer is required to collect the goods on the agreed delivery dates. If the goods are not collected by the customer on the delivery date, for whatever reason, the goods shall be retained by Belintra for a limited period at the expense and risk of the customer. This protective measure shall not suspend the customer’s payment obligation.

The delivery of the goods may be suspended by Belintra for as long as the customer still has any obligation or outstanding liability towards Belintra.

Unless otherwise specified, Belintra is not obliged to install any goods sold or to place any goods in working order at the premises of the customer or any third party.

The liability of Belintra cannot be involved if all or part, whether or not temporarily, of the non-compliance with its obligations is due to acts of God, even if such circumstances were already foreseeable at the time of conclusion of the agreement, such as, but not limited to, war, riots, general or partial strike, general or partial lockout, infectious diseases, industrial accident, fire, machinery breakdown, bankruptcy of suppliers, lack of raw materials, depletion of stocks, delays in or failure of deliveries by suppliers of Belintra, flood, high absenteeism, electronic, computing, internet or telecommunications disturbances, decisions or interventions by the government (including the denial or cancellation of a permit or licence), fuel shortages, etc.. Belintra is not required to demonstrate the unpredictable nature of the circumstances that constitute force majeure. In case of force majeure the parties will determine in mutual understanding a new delivery date, acceptable to both parties. In case the period of force majeure exceeds 60 (sixty) consecutive calendar days, the customer has the right to cancel the order. However, force majeure shall in no event give the customer the right to claim any damages. Since the commitments of the customer to Belintra essentially constitute a payment obligation, force majeure affecting the customer is hereby expressly excluded.

Article 5. INVOICING AND PAYMENT

All complaints concerning Belintra’s invoices have to be made in writing and submitted to Belintra’ registered office within 8 (eight) calendar days following the date of the invoice. The invoice will be deemed finally accepted if no written complaint has been made within the said term. Complaints from the customer with regard to the invoice or disputes between the customer and Belintra do not suspend the payment obligations of the customer.

For orders up to 49.999,99 US DOLLAR – unless agreed otherwise in writing by the parties – all payments must be made before shipment of the goods. For orders as from 50.000,00 US DOLLAR a pre-payment of 30% (thirty percent) is required before Belintra starts executing the order. The remaining 70% (seventy percent) payment – unless agreed otherwise in writing by both parties – must be made before shipment of the goods.

The payment must be made in US DOLLAR, unless agreed otherwise in writing. The invoice must be paid net. Representatives of Belintra are not authorised to receive money. Discounts for immediate payment have to be previously agreed upon in writing. All payment costs shall be borne by the customer.

Each payment shall be deemed to be a payment of any interest and/or costs and therefore a payment of the oldest outstanding invoice, whether or not it is expressly stated otherwise on the payment document.

In the event of full or partial non-payment of an invoice on the due date, all outstanding amounts shall by right and without prior notice bear interest of 10% per annum. Moreover, in the event of a total or partial non-payment of a debt on the maturity date, the outstanding balance shall be increased by a lump sum of 12% of the outstanding amount, with a minimum of 500 US DOLLAR, even if days of grace have been granted and without prejudice to the right of Belintra to claim higher compensation subject to evidence of a higher actual loss. Moreover, Belintra shall be entitled to reasonable compensation for all relevant recovery costs incurred by the non-payment and caused by the customer. In the event of non-payment on the due date of even a single invoice, (i) Belintra, without prior notice or compensation, is also entitled to suspend the other pending orders of the customer until full payment of the invoice and (ii) all other non-expired amounts against the customer are by right and immediately due without prior notice.

Debt set-off by the customer is expressly excluded. Belintra may, at any time, even after the bankruptcy of the customer, offset the assets and liabilities arising mutually between Belintra and the customer, as well as affiliated companies of the customer. This offset can be performed regardless of the form or subject of the debts and claims, of whatever denomination, and irrespective of the enforceable or non-enforceable nature of the mutual debts or claims. The calculation of this offset is performed in US DOLLAR after, if necessary, converting the foreign currency at the expense of the customer.

If the confidence of Belintra in the creditworthiness of the customer is undermined by judicial decisions and/or other events that may cost some doubt on the execution of the commitments made by the customer, Belintra reserves the right, even if the goods have already been fully or partly dispatched, to suspend the entire order or part of it and to demand that the customer provides for suitable guarantees. If the customer refuses to agree, Belintra reserves the right, without the customer being entitled to any compensation, to cancel the entire order or part of it, without prejudice to the right of Belintra to compensation for its loss.

Article 6. RETENTION OF OWNERSHIP

The goods delivered by Belintra to the customer remain the property of Belintra until the moment that all amounts payable by the customer to Belintra, including V.A.T., interest and costs, have been paid. Nevertheless, the risk of loss or destruction of the goods is fully borne by the customer from the moment the sold goods are delivered. Until the full payment, the customer is expressly prohibited to use the goods as payment, nor to encumber them with any pledge, nor to modify the nature of the goods in any manner, nor to dispose of the goods in any other manner. If this should nevertheless be the case, the customer shall assign all claims he may have against third parties due to the transfer of the goods, owned by Belintra, unconditionally and irrevocably to Belintra, which accepts the assignment. The customer shall have a duty of care with respect to the goods subject to retention of title and must store them in perfect condition in a suitable and clean place and to keep them in line with the standards and safety requirements that are common in the industry. The advances paid by the customer shall be held in escrow for the possible loss on resale.

Article 7. VISIBLE DEFECTS, HIDDEN DEFECTS, SPECIFICATIONS

The customer shall inspect the goods immediately upon delivery for visible damages or defects. Visible damage or defects must be specifically and accurately reported by the customer no later than 72 (seventy-two) hours after delivery by registered mail or by fax to Belintra. Late complaints will not be accepted.

Any complaint regarding hidden defects must be made by registered mail and must be sent to Belintra at the latest within 3 (three) months after delivery. This report must contain a detailed description of the defect. Late complaints will not be accepted.

The delivery will be deemed accepted if no written complaint has been made within said term.

Complaints for visible and hidden defects do not suspend the payment obligation of the customer.

In the event of an acceptable and justified complaint regarding defects of the goods, the customer must return the goods at its own cost and risk to Belintra and Belintra undertakes to replace the goods. Belintra cannot be held liable for any damages, nor can it be imposed any other penalty.

All goods are subject to Belintra’s standard tolerances for specifications. Belintra reserves the right to make substitutions and modifications in the specifications of any goods provided that such substitutions or modifications do not materially adversely affect the performance of the product for the purposes for which they can be used.

Article 8. WARRANTY

The warranty regarding the goods delivered is limited to a period of 12 (twelve) months as from the delivery date of the goods. During this term the customer will send the defect parts to Belintra at his costs. Belintra shall – after inspection – replace the defect parts and ship these to the customer. The customer is responsible for replacement of the parts even at third party premises. After expiration of the warranty term, there shall be no liability whatsoever towards the customer relating to the goods.

The warranty is applicable to the complete range of goods with the exception of certain components subject to wear and tear, such as castors, batteries, …. (non-exhaustive).

The warranty does only apply if the goods are used appropriately, i.e. in accordance with their intended use as indicated in the potential documentation delivered with the goods and/or in the offer and/or on the warnings disclosed on the goods. The warranty shall not apply (i) for components of the goods that are subject to being worn out in time or (ii) for goods that have been modified by the customer or by any third party.

In order to be valid, any claim notification must be transmitted to Belintra immediately and not later than 14 (fourteen) calendar days after discovery or the date the customer is informed of the third party claim (be it orally or in writing) of the defect under warranty.

Any claim notification transmitted to Belintra after expiry of the term set out in article 8 shall be null and void and shall not be accepted by Belintra. Belintra shall have no obligation or liability whatsoever with respect to such late or non-conform claim notifications.

Article 9. LIMITATION OF LIABILITY

Belintra (including its employees, agents and/or assigns) shall only be liable for damage or loss caused by the defectiveness of goods produced, assembled and delivered by Belintra due to non-compliance with its contractual commitments. For other faults (including severe faults) Belintra shall not be liable. If Belintra is held liable for any loss, the liability of Belintra shall always be limited to the invoice value of the customer’s order, or at least that part of the order to which the liability refers. If the damage is covered by insurance, the liability of Belintra is in any case limited to the amount actually paid by its insurer. Belintra is not liable for indirect damages, including but not limited to consequential damages, lost profits, lost savings, production constraints, administrative or personnel costs, an increase in overheads, loss of customers, third-party claims or damage to third parties.

Belintra cannot be held liable for any damages to or defects of the goods which are caused by the use of the goods in an inappropriate environment. Belintra cannot be held liable for any damages to or defects of the goods due to improper or incorrect handling, use or installation of the goods.

Insofar as Belintra depends in the implementation of its commitments on the cooperation, services and goods of third-party, it cannot be held liable for any damage arising out of their error, including their fraud, deceit, heavy and/or wilful misconduct.

The customer indemnifies Belintra for any claims of third parties which in connection with the execution of the agreement suffer damage, of which the cause under this Article 9 of these conditions of sale, is not attributable to Belintra. If Belintra should for that reason be approached by third parties, the customer is obliged to assist Belintra both outside and in court and immediately to do whatever may be expected in that case. If the customer persistently fails to take adequate measures, then Belintra, without notice, is entitled to take them itself. All costs and damages incurred on the part of Belintra and others are for the account and risk of the customer.

Article 10. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY

Belintra is and remains the sole owner of all industrial and intellectual property rights relating to the goods delivered and the sale of such goods shall never imply any transfer of any intellectual property right. The trademarks of Belintra and/or other signs in any way referring to Belintra and/or its goods or services, shall not be removed from the goods nor be made invisible by the customer. The customer undertakes not to infringe Belintra’s industrial and intellectual property rights and undertakes to promptly notify Belintra in writing of all potential infringements by third parties. In the event a third party pretends that the goods infringe its rights, the customer shall immediately inform Belintra thereof in writing.

The customer agrees not to disclose any confidential information belonging to or relating to Belintra, its contractors, agents and/or its affiliated companies to third parties and/or use it, other than in the context of the implementation of its agreement with Belintra. This obligation applies both during the term of the contractual relationship between Belintra and the customer and for a period of five years after its termination. Confidential information means all information and documents exchanged between Belintra and the customer, irrespective of whether such statement is oral or written and irrespective of the nature of the information or documents and whether such information and documents were deemed confidential. Confidential information is considered in particular and without this list being exhaustive: the investment projects, the investment policy, trade secrets, accounting, as well as any industrial, commercial, financial and/or administrative information, reports and records and all other documents or information of any nature whatsoever directly or indirectly related to the activities of Belintra and/or any affiliated company, of a confidential nature. The customer undertakes to communicate the confidential information only to those of its subsidiaries, affiliates, agents, consultants, representatives, employees, personnel and/or consultants who reasonably need this confidential information for the execution of the agreement between Belintra and the customer. The customer accepts liability for its subsidiaries, affiliates, agents, consultants, representatives, employees, personnel and consultants.

Article 11. MISCELLANEOUS

Belintra has the right to terminate the agreement with the custeror at any time, with immediate effect, by right, without prior notice and without payment of any compensation, in the following cases: (i) if the customer fails to make (timely) performance of one or more of its contractual obligations, (ii) the customer suspends payments or files (the application of) any bankruptcy, (iii) on the liquidation or cessation of activities of the customer or (iv) on seizure of (part of) the assets of the customer. In the event of dissolution (i) all claims of Belintra against the customer shall become immediately due and payable, (ii) the customer shall pay Belintra a fixed compensation amounting to 30% of the value of the ordered goods, without prejudice to the right of Belintra to claim higher compensation subject to evidence of higher actual damage and (iii) the customer shall be required to return the goods already delivered.

If (part of) a provision of these conditions of sale is invalid or unenforceable, this will not affect the validity and enforceability of the other provisions of these sale conditions. In such a case Belintra and the customer will negotiate in good faith and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely tallies with the purpose and intent of the original provision.

All agreements between Belintra and the customer are part of a single overall contractual relationship. If the customer fails to fulfil its obligations under a particular agreement, Belintra may suspend the further execution of both the agreement in question and all other current agreements.

Article 12. APPLICABLE LAW AND ARBITRATION

All agreements to which these sale conditions apply and all other agreements that arise from it shall be governed exclusively by Belgian law.

All disputes arising between Belintra and the customer shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The seat, or legal place, of arbitration shall be Brussels, Belgium. The language to be used in the arbitral proceedings shall be English. Decisions of the arbitration are final and binding to both Parties.