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TERMS AND CONDITIONS OF SALE


I. PRELIMINARY PROVISIONS

    1. These general conditions shall govern all legal relationships (including, but not limited to: orders, order forms, quotations, work assignments, agreements, deliveries, services, etc...) between:
    2. Rishi Belgium vzw, with registered office at 2910 Essen, Nieuwmoersesteenweg 137, and with company number 863.716.209 (hereinafter referred to as RB) and;
    3. The Customer (i.e. the legal entity that placed the order);
    4. Further referred to collectively as the Parties or each separately as a Party;
    5. Unless explicitly deviated from in writing, these general conditions shall be binding on the Customer. These terms and conditions always take precedence over any other possible (invoice) terms and conditions of the customer himself. By the mere order, the customer agrees to these general conditions.
    6. RB's proposals/offers do not imply any commitment and are subject to sales and/or sufficient stock. Declarations by representatives and orders shall be valid only if accepted or confirmed in writing by RB.
    7. The indications and descriptions of our products, services and rates are as accurate as possible, but are provided by way of information only and without any commitment.
    8. If any provision of these general conditions should be wholly or partly void, the validity of the other provisions of these general conditions shall not be affected. The fact that RB does not apply any clause stipulated in these general conditions in its favour shall not be interpreted as a waiver of the right to invoke such clause.

II. ORDER

    1. A sale shall only come into effect after written confirmation by RB. RB shall never be liable for any errors made by the client when placing an order (including incorrect product or quantity specifications). RB shall only be responsible for processing the order as passed on or selected by the client. RB shall only accept liability if the non-conforming delivery is reported in writing immediately upon receipt of the delivered products.
    2. Any cancellation of an order by the customer must be in writing. It shall only be valid subject to written acceptance by RB. In case of cancellation of the sale by the client, the client shall be liable to pay a cancellation fee of 30% of the total amount of the order, without prejudice to RB's right to claim higher damages if it can prove higher actual damages.
    3. Without prejudice to the foregoing, RB shall always be entitled to claim forced performance of the agreement.

III. PRICES - PAYMENT TERMS

    1. Prices are net and do not include transport costs. Transport costs and all other expenses, taxes and charges incidental to or resulting from the sale are the sole responsibility of the customer. In the case of promotions, the various discounts cannot be combined unless explicitly stated.
    2. The customer shall at all times provide RB with all correct information required to enable invoicing. Any administrative change shall be immediately communicated to RB. If RB needs to amend an invoice because the client has not provided its data correctly, an additional administrative fee of EUR 20.00 shall be charged.
    3. Unless otherwise stated on the invoice, all invoices shall be payable by transfer in EURO to RB's official bank account. Payments by the Customer shall always be deemed to be payments of the oldest unpaid invoice, even if payment by the Customer refers to a more recent invoice. All possible costs of payment shall be borne by the customer.
    4. In the event of late payment, interest of 8% per month shall be due by operation of law and without prior notice of default, and the amount due shall also be increased by operation of law and without prior notice of default by a fixed compensation clause in the amount of 12% of the amount still due, with a minimum of EUR 150 for administrative and other costs. The failure to make payment on the due date shall also automatically and without prior notice of default entail the expiry of any discounts or payment periods allowed, as well as the immediate exigibility of all amounts still due to RB.
    5. Any protest of RB's invoices shall be notified to RB in writing, fully substantiated and by registered mail within eight days, failing which the invoice shall be deemed to have been accepted by the client. No complaint shall entitle the client to suspend or defer payment in whole or in part.
    6. The parties agree that all their mutual claims shall be immediately set off as from the arising of the respective claims, including the claims that are not yet certain, expired or due and including all claims that depend on a future condition including also all damages due for whatever reason (including the damage, costs or expenses) in accordance with the Act of 15 December 2004 on financial securities.

IV. DELIVERY TERMS - DELIVERY MODALITIES

    1. Unless otherwise agreed between the Parties, delivery terms are always to be interpreted approximately. The mention of a delivery date on the customer's own order form does not affect this. Any delay in delivery shall not give rise to any right to damages or to dissolution of the agreement. RB's liability for delay in delivery shall in any event never exceed 5% of the total value of the ordered products in delay, and this only if the Customer proves that there is damage in at least that amount. In any event, such claim by the customer may only be instituted after written notice of default by RB, whereby the latter is subsequently granted a reasonable term for delivery.
    2. Delivery shall take place ex works. The client shall inspect the goods for quality and quantity immediately upon delivery (and at the latest upon arrival at the place of destination if the goods are transported at the client's risk). Any defects or shortcomings shall be notified immediately by registered mail. In the event of any complaint, RB must be given the opportunity to inspect the goods delivered. The Customer undertakes to accept partial deliveries.
    3. Due to the nature of the goods, they cannot be returned under any circumstances.

V. SHIPMENT - TRANSFER OF RISK

    1. The goods delivered shall remain RB's property until full payment of all amounts due by the client, whether for the relevant delivery or any earlier or later deliveries, including the price and all collection costs, damages and interest due by the client. In case of resale, RB retains the right to claim the sum corresponding to the value of the resold goods. The retention of title shall be transferred on the resale price.
    2. Unless otherwise provided, the products shall be delivered ex works. In the event of delivery by RB to an address stated by the client upon placing the order, the transport shall take place at the risk of the client and the risk shall be transferred upon delivery of the products by RB to the carrier.

VI. ACCEPTANCE - COMPLAINTS

    1. Under penalty of forfeiture of rights, the client shall send any complaint or protest, fully substantiated and by registered letter, to RB at the latest within 8 days of the invoice date. Visible defects must be reported immediately upon delivery. No complaints shall be accepted after expiry of this term. The filing of a complaint shall not release the customer from his payment obligation.

VII. DISSOLUTION OF THE AGREEMENT - SUSPENSION OF PERFORMANCE

    1. Without prejudice to RB's right to claim performance in kind, RB shall be entitled to dissolve the agreement with the customer without judicial intervention and without prior notice of default at the risk of the customer (i) or (ii) temporarily suspend its performance, by written notice of its decision to the customer, in case (of):
    2. Serious contractual default on the part of the client (serious default shall be deemed to include, inter alia: non-payment of an invoice on the due date); In case of dissolution of the agreement at the charge of the client due to contractual default, a cancellation fee of 30% of the total amount of the order shall also be due, without prejudice to RB's right to claim higher damages if it can demonstrate higher actual damages.
    3. Force majeure on the part of RB (including unforeseen circumstances disrupting normal business operations and rendering performance of the agreement substantially more difficult or impossible, such as, but not limited to: strikes and lock-outs, both at RB and at its suppliers, breakdown of machinery, fire, interruption of means of transport, supply difficulties). Force majeure shall relieve RB of any liability and allow it, as the case may be, either to shorten its obligations, to terminate the agreement or to suspend its performance if the force majeure lasts longer than one month, without being liable to pay any damages to the client.
    4. The ordered products are no longer available on the market;
    5. The customer has filed for bankruptcy or has been declared bankrupt.
    6. In no event shall RB owe any damages to the customer in the event of dissolution of the agreement by RB due to a ground for dissolution as described in the present article.

VIII. JURISDICTION AND APPLICABLE LAW

The courts of the district of Antwerp and, if the Justice of the Peace has jurisdiction, the Justice of the Peace of the canton of Kapellen shall have exclusive jurisdiction over any disputes that may arise from the relations between RB and the client, including disputes regarding the application and interpretation of these general conditions. If the dispute falls under the jurisdiction of the Justice of the Peace, the Justice of the Peace of the canton of Kapellen shall have territorial jurisdiction. These general conditions and any contract between RB and the Customer shall be governed by Belgian law.