General Terms and Conditions

November 2024 Version

1. Scope

These General Terms and Conditions apply to all agreements, quotations, offers, orders, invoices, and credit notes applicable between CTEC BV, registered in the Crossroads Bank of Enterprises with company number 0407.326.556 and with registered office at Industriezone ENA 23 Zone 3 / 3600, Hagelberg 15, 2250 Olen, Belgium (hereinafter referred to as “CTEC“), or its affiliated companies as defined in Article 1:20 of the Code of Companies and Associations, and any natural or legal person (hereinafter referred to as the “Client“), except if and insofar as expressly stated otherwise in writing. These General Terms and Conditions form an integral part of the agreement between the parties. By accepting a quotation or placing an order with CTEC, the Client acknowledges and confirms that they have read and accepted these General Terms and Conditions and waive the applicability of their own terms and conditions, regardless of their designation. CTEC reserves the right to modify its General Terms and Conditions, subject to prior notification to the Client.

2. Formation and Modification of the Agreement

2.1. All offers and quotations from CTEC, in any form, are non-binding unless a term for acceptance is included in the offer. An agreement only becomes effective through written (order) confirmation from CTEC or through CTEC’s actual performance of the service.

2.2. If the Client’s order involves custom-made installations, the Client must supply CTEC with all necessary product details and specifications (including but not limited to dimensions, choice of materials, mechanical parts, functionality, etc.). CTEC will then create a production drawing for these custom installations and submit it for the Client’s approval. The Client is solely responsible for the accuracy of these specifications, based on which CTEC will manufacture and deliver the custom installations according to the Client-provided specification and the approved drawing.

2.3. Any obvious typographical errors or mistakes in CTEC’s offers and quotations exempt it from its obligation to perform and from any liability for damages resulting from these errors, even after the agreement has been concluded.

2.4. CTEC reserves the right to suspend the execution of an order when the Client’s account at CTEC shows a negative payable balance, or when the Client shows signs of financial incapacity or negative solvency.

2.5. CTEC reserves the right to modify the composition of the materials and the machines it uses and sells, as well as the method of production or installation, as long as these changes do not significantly compromise the quality and technical performance of the products ordered.

3. Intellectual Property

3.1. All execution and production documentation, as well as technical datasheets created by CTEC for fulfilling the Client’s order remain the exclusive property of CTEC. The Client is not permitted to copy, share with third parties, or otherwise use these documents. In the event of infringements on the intellectual property rights of documents produced by CTEC, CTEC is entitled by law to a fixed compensation of 50% of the order value, in addition to full payment for the drawing services, without prejudice to the CTEC’s right to claim higher damages if greater damage can be proven.

3.2. The Client shall indemnify CTEC against any violations of its intellectual property committed by third parties and caused by the Client’s actions. The Client shall also fully indemnify CTEC for any breaches of third-party intellectual property rights resulting from the production of custom-made products requested by the Client.

4. Prices

4.1. Unless otherwise indicated, all prices are stated in euros and exclude VAT and any other taxes and levies that may apply. Unless expressly stated otherwise in writing on CTEC’s quotation and/or order confirmation, the offered prices do not include, among other things (and as applicable): transport costs (where appropriate), insurance costs, packaging costs, installation and assembly costs, technical support, travel expenses, and/or after-sales service.

4.2. CTEC retains the right to charge the Client for post-sale technical support at all times. This includes, but is not limited to, advice about the products, their configuration, installation, software troubleshooting, etc.) (including technical support and/or remote after-sales service, particularly concerning product maintenance). The fees for such support will be calculated based on the prevailing index percentage at that time.

4.3. Any special additional costs of products to be delivered to the Client by CTEC or other levies imposed by the government are not included in the price and are the sole responsibility of the Client.

4.4. The amounts displayed in the (order) confirmation by CTEC are based on the prices, exchange rates, wages, taxes, and other factors relevant to the price level existing at the time of the (order) confirmation. Should there be a change in the cost of any of the previously mentioned objective factors after the order has been confirmed, CTEC has the right to revise the agreed price accordingly. CTEC will inform the Client of this change immediately. If a price increase is implemented under this provision, and the increase exceeds 10% of the total agreed amount, the Client will be entitled to terminate the agreement within 48 hours of becoming aware or when they reasonably should have become aware, of this price increase, without incurring any costs.

4.5. If the price for an order is less than the rate applicable at that time, the administrative costs applicable at that time will be charged, excluding VAT.

5. Payment

5.1. Unless otherwise agreed, all invoices issued by CTEC are payable at the corporate headquarters of CTEC within eight calendar days of the invoice date. Under no circumstances is the Client entitled to offset any claims against CTEC with the amounts billed by CTEC. Additionally, early payment does not entitle the Client to any discount.

5.2. CTEC reserves the right to deliver and invoice in full or to issue invoices for products delivered in partial deliveries.

5.3. Invoices that are not contested by registered letter within eight calendar days of their dispatch are considered definitively accepted.

5.4. Payment is made by depositing into the account number and using the reference as provided on the invoice.

5.5. CTEC retains the right to require a security deposit or an advance payment at any point before or after entering into the agreement. CTEC may suspend the performance of the agreement until such security is provided or the advance payment is received. Should the advance payment be refused, CTEC is entitled to terminate the agreement, and the Client will be responsible for the resulting damages incurred by CTEC as a result.

5.6. CTEC is entitled to withhold the delivery of products it holds for the Client in connection with the agreed-upon activities until all payments due from the Client to CTEC are fully settled.

5.7. In the event of non-payment by the due date (cf. art. 5.1), all outstanding amounts owed by the Client become immediately payable, regardless of previously agreed payment terms. Any unpaid invoices will automatically accrue interest at 12% per year from this date, without prior notification. Additionally, any discounts previously granted will be forfeited in this case.

5.8. In the event of non-payment by the due date (cf. art. 5.1), the Client is automatically and without prior notice, liable for a fixed compensation of 15% of the invoice amount, with a minimum of €50. This in addition to CTEC’s right to claim compensation for higher actual damages. Any further costs, such as court fees, are not included in this fixed compensation and will be billed separately to the Client.

5.9. Late, incomplete, or non-payment of any invoice on its due date will result in all outstanding invoices becoming immediately payable.

6. Cancellation, Dissolution, and Termination

6.1. Unless expressly agreed otherwise in writing, CTEC may cancel any of its agreements, taking into account a notice period of 2 weeks.

6.2. If the Client fails to fulfill any obligation, particularly payment obligations from the agreement either on time or at all, CTEC is entitled, without any duty to compensate for damages and without affecting its other rights, to either partially or fully terminate the agreement through a written notice to the Client, demand immediate payment of all amounts owed by the Client to CTEC and/or enforce the retention of title.

6.3. CTEC is entitled to terminate the agreement immediately and extrajudicially, without any obligation to compensate for damages and without prejudice to its rights, if the Client files for suspension of payments or bankruptcy, or if such is applied against them, as well as in any instance where a seizure is made on all or part of their assets. In these cases, all amounts invoiced become immediately payable.

6.4. In the event of dissolution, CTEC reserves the right to reclaim the products from the Client. The Client will be responsible for the costs of dismantling, transport, and other expenses related to the return of the product. CTEC will refund any purchase amounts already paid by the Client, after deducting the compensation for damages as mentioned in this article.

6.5. In the event of dissolution, the Client is automatically and without prior notice liable for a fixed compensation of 20% of the invoice amount, with a minimum of €375, notwithstanding CTEC’s right to claim compensation for higher actual damages incurred.

7. Force Majeure and Hardship

7.1. Except for provisions of mandatory law or public order, CTEC is not liable if a failure is the result of Force Majeure or Hardship. During the period of Force Majeure or Hardship, CTEC may, depending on the situation, at its own discretion and without prior default notice or judicial intervention and without any right to compensation for the Client: (1) Offer to replace the missing products and/or components with functionally equivalent alternatives; (2) temporarily suspend the fulfillment of its obligations; or (3) invite the Client to renegotiate the terms of the agreement in good faith. If the period during which CTEC is unable to perform its obligations, or such performance is significantly impeded by Force Majeure or Hardship, extends beyond three months, or if the Client refuses to renegotiate or such renegotiation fails to result in a new agreement, then both parties have the right to terminate the agreement without judicial intervention and without any obligation to provide compensation for damages.

7.2. The terms ‘Force Majeure’ or ‘Hardship’ as used in this article encompass, but are not limited to unforeseen (economic) circumstances, that arise without the fault or direct involvement of CTEC, such as natural disasters, wars, acts of aggression, attacks, whether occurring in Belgium or any other country where CTEC or its suppliers and affiliated companies operate. This includes illness, equipment malfunction, technical accidents, fires, floods, significant disruptions within the company, cyber-attacks, enforced production cutbacks, extreme price increases of materials and/or raw materials, shortages of materials and/or raw materials, unavailability of necessary materials and/or raw materials, economic sanctions imposed on any country where CTEC or its suppliers and affiliated companies are located, strikes and lockouts, affecting both CTEC and its suppliers, as well as transport delays or the delayed or incorrect delivery of goods or materials, such as energy, raw materials, or components by third parties including CTEC’s suppliers. The Client’s failure to fulfill its payment obligations due to insolvency or lack of financial resources does not qualify as Force Majeure or Hardship.

7.3. If CTEC has already partially fulfilled its obligations at the onset of the Force Majeure or Hardship, or can only partially fulfill its obligations, it is entitled to bill the already delivered or deliverable part separately, and the Client is required to pay this invoice as though it concerned a separate agreement.

8. Cancellation of an Order

8.1. The Client may not cancel an order accepted by CTEC without CTEC’s prior written consent. Regardless of CTEC’s right to enforce the execution of the agreement, CTEC and the Client agree that if the Client cancels the order, a cancellation fee of at least 30% of the price of the canceled order will be payable as compensation for incurred costs and lost income. This fee is due without CTEC having to demonstrate the existence or extent of the damage and does not affect CTEC’s right to seek additional damages if greater loss can be proven.

8.2. The Client acknowledges and accepts that an order for custom installations cannot be canceled by the Client under any circumstances. Once CTEC has confirmed the order to the Client (cf. art. 2.1), the Client is always required to take delivery of the order and pay the full price, except if otherwise agreed in writing with CTEC.

9. Delivery

9.1. Unless otherwise agreed in writing (e.g., on the order confirmation), delivery occurs according to the ICC INCOTERM (2020) ‘Ex Works’ (‘From Factory’). If the Client refuses or unreasonably complicates acceptance at the agreed time or is negligent in providing the necessary information or instructions for delivery, CTEC is entitled to store the products at the Client’s expense and risk, without prejudice to CTEC’s right to terminate the agreement.

9.2. Products are considered delivered as soon as CTEC informs the Client that the goods, whether fully or partially installed, are ready at CTEC or at third-party premises to be picked up by the Client or to be shipped at the Client’s request. From the moment of delivery, the Client bears all risks associated with the delivered goods.

9.3. If it is expressly agreed, notwithstanding article 9.1, that CTEC will handle the transport of the products, CTEC will only act as an agent, and both the costs and the risk of loss, damage, and theft before, during, and after transport will be borne by the Client, except in cases of deliberate misconduct or fraud from CTEC. The Client is also responsible for unloading the products unless otherwise stated in writing. If CTEC must proceed to unload, it will charge the Client for these costs. This provision applies regardless of whether the Client or one of its representatives was present during the delivery and regardless of whether a delivery note was signed by the Client or any of its representatives. Mentioning a different ICC INCOTERM (2020) on CTEC’s order confirmation does not affect this provision.

9.4. If the parties agree that CTEC is responsible for installing the products, the Client must ensure that the delivery site is readily accessible and that individuals capable of providing all necessary or pertinent information are available during both delivery and installation to facilitate CTEC’s installation of the products.

9.5. Delivery times mentioned in offers, quotations, agreements, or otherwise are always given by CTEC to the best of its ability and will be adhered to as closely as possible, subject to the availability of the products and/or services. The Client acknowledges that, unless expressly agreed otherwise, these delivery dates for products and/or services are purely indicative. Failure by CTEC to meet these indicative deadlines shall not result in the dissolution of the agreement nor entitle any party to compensation. Partial deliveries are always permitted. If the Client delays payment of certain advances on the purchase price, it may result in a corresponding delay in the delivery term.

9.6. If the delivery timeline or the location, or conditions at the time of delivery change at the request of the Client, or if the Client provides inaccurate information concerning these aspects, CTEC reserves the right to bill for any additional costs incurred.

9.7. If the Client asks CTEC or the carrier to leave the products at a designated location in the Client’s absence, the Client acknowledges and agrees that the risk of loss, damage, or theft of the products permanently transfers to the Client from the moment of making this request. Under these conditions, neither CTEC, nor the carrier will be liable for any loss, damage or theft of the products once delivered.

10. Warranty

10.1. If CTEC provides a warranty to the Client regarding the services or products delivered or to be delivered, this will be explicitly made known to the Client in writing. Without explicit written notification, the Client cannot invoke the warranty, although this does not prejudice their statutory rights under mandatory legal provisions.

10.2. CTEC provides a warranty against any construction or manufacturing defects in its products for a period of six (6) months from the delivery date, unless the contract expressly states a cancellation of this warranty. For products used continuously day and night, CTEC provides a warranty of three (3) months. For components not manufactured by CTEC, such as injection pumps, engines, electrical equipment, etc., the warranty duration is determined by the warranty granted by manufacturer to CTEC.

10.3. Should the Client present a valid warranty claim, CTEC reserves the right to either repair or replace the delivered products at its discretion, unless doing so is demonstrably futile for the Client. If CTEC informs the Client that it will proceed with the repair, the Client must return the delivered products to CTEC, at their own expense and risk.

10.4. All CTEC’s warranty obligations expire if the defects or imperfections in the delivered items claimed by the Client result from (i) any incorrect, careless, or unskilled use or management of the items by the Client, their employees, or third parties, (ii) a modification of the delivered items by the Client, their employees, or third parties without the consent of CTEC, or (iii) external causes such as, but not limited to, fire or water damage.

11. Liability

11.1. CTEC’s maximum liability shall not exceed the agreed price of the product that caused the damage or was damaged. In the context of providing a service, CTEC’s maximum liability will not exceed the amount paid to CTEC for the service performed in the 30 days prior to the incident.

11.2. CTEC is not liable for any consequences, impact or damage that the user, a third party, or their property may experience due to the delivered, installed, and/or transported products or the services provided. The sale and the service provision are made to order and at the risk of the Client, who remains responsible for any accidents and infractions. Additionally, the Client is also liable and will indemnify CTEC for any damages (including fire) caused by the products.

11.3. CTEC does not warrant the quality of its products if they are subjected to abnormal use, poor maintenance, component alterations, or if (dis)assembled or repaired by the Client.

11.4. Except in cases of its own fraudulent or intentional misconduct, CTEC is not responsible for any incidental or consequential damage, including but not limited to damage to property, financial losses, lost profits, personnel costs, damage to third parties, loss of revenue, reputational damage, data loss. The Client hereby waives any right to claim against CTEC, its affiliates and/or its representatives regarding such matters.

12. Complaints

12.1. Immediately upon receipt of the products, the Client must carefully check whether the received quantity corresponds with the ordered quantity and whether the product includes the agreed specifications. Complaints regarding the quantity, the (non-)conformity, or the condition of the delivered products must be communicated to CTEC via registered letter within two calendar days after receiving the shipment, under penalty of forfeiture. Notwithstanding the foregoing, signing the acknowledgement of receipt shall in any case constitute acceptance of the delivery.

12.2. Any complaints regarding defects (including those under a warranty from the manufacturer or supplier that was directly negotiated with the Client) must be formally reported to CTEC via a motivated registered letter. To avoid forfeiture, complaints about visible defects must be submitted withing eight calendar days if receiving the products and complaints regarding hidden defects must be submitted within eight (8) calendar days of their discovery. The use or any subsequent resale of the products voids any potential liability of CTEC. Claims regarding hidden defects must be filed within fifteen (15) calendar days after the discovery of the defect or after it should have reasonably been discovered. Complaints and/or disputes of any nature do not give the Client the right to suspend the fulfillment of their obligations to CTEC, nor the right to cancel the entire order or delivery. If the complaint is founded, the maximum liability of CTEC will in any case not exceed the agreed price of the respective delivery of the product.

13. Retention of Title

13.1. All products to be delivered and delivered by CTEC remain the property of CTEC under all circumstances until the Client has settled all outstanding claims of CTEC, including but not limited to payment for the products.

13.2. The Client is required to store the products delivered under retention of title with due care and clearly marked as the property of CTEC.

13.3. The Client is not entitled to pledge, encumber, or transfer ownership of the products delivered under retention of title in any manner until full ownership has transferred to them, except as part of the normal course of the Client’s business activities.

13.4. In any situation that requires it, including but not limited to the Client’s bankruptcy or if a third party threatens to or has levied an attachment on the products, the Client must inform such third parties (e.g. an administrator or creditors) of CTEC’s property rights via registered letter. The Client must immediately notify CTEC of such circumstances via registered letter.

13.5. If the Client fails to meet its payment obligations to CTEC or CTEC has good reason to fear that the Client will fail in those obligations, CTEC is entitled to retrieve the products delivered under retention of title. The Client undertakes – on behalf of a third party (buyer) or holder if necessary – that, at CTEC’s first request, it will disclose the location of the products and that the products will be made available to CTEC at the Client’s expense and risk, should CTEC request it. CTEC is hereby granted an irrevocable mandate to retrieve and a mandate to enter necessary premises for this purpose. Upon retrieval, the Client will be compensated for the market value of the products, which will not exceed the original price agreed upon with CTEC, minus any costs incurred by CTEC during the retrieval process.

14. Severability

14.1. The provisions of these General Terms and Conditions and of the agreement should be interpreted, as far as possible, in a manner that renders them valid and enforceable under applicable law.

14.2. The (partial) invalidity, unenforceability, inapplicability, or impracticability of any provision of these General Terms and Conditions or of the agreement will not compromise the validity or applicability of the remaining provisions.

14.3. The parties shall endeavour to replace any provision that is found to be invalid, unenforceable, inapplicable, or impracticable with a clause that reflects the intentions of the parties.

15. Applicable Law and Competent Court

15.1. All agreements concluded with CTEC, as well as disputes relating thereto, are exclusively governed by Belgian law, excluding the Vienna Sales Convention.

15.2. In case of disputes arising from the agreement or these General Terms and Conditions, which are an integral part thereof, the competent courts of the judicial district of Antwerp, division Turnhout, shall have exclusive jurisdiction.