General terms and conditions

1. These general supply conditions (GSC) shall apply to any and all quotation, order confirmations and supply contracts made out or entered into by Ranson NV, having its registered office at Generaal Deprezstraat 4, 8530 Harelbeke (Belgium), with VAT/company n° BE0415.042.808, RPR Ghent, info@ranson.be, www.ranson.be (Ranson). Ranson shall not be bound by the general purchase conditions of purchaser (Purchaser), unless explicitly agreed upon otherwise in writing. Even in the event the general purchase conditions of Purchaser would apply, the present GSC shall supplement such purchase conditions as to any provision, in whole or in part, not covered in full by such supply conditions. Article 5.23 Belgian Civile Code (BCC) shall not apply.

2. A quotation, order confirmation or supply contract is solely based on the information received from Purchaser. In the event such information is incomplete, inaccurate or erroneous, any and all difference in price and/or any and all additional costs shall be borne by Purchaser. Quotations are always non-binding, unless expressly accepted by Ranson. Ranson is entitled to cancel or amend a quotation at any time prior to acceptance by Purchaser.

3. Ranson shall only be bound by an order upon written order confirmation of Ranson. A purchase order is binding upon Purchaser and shall not be subject to amendment or cancellation. An amendment of a purchase order shall be deemed a cancellation, unless accepted by Ranson in writing or by performance. In the event of cancellation of an order by Purchaser, Purchaser shall fully indemnify Ranson against all damages incurred and profits lost by Ranson as a result of or in connection with such cancellation. With-out prejudice to actual damages incurred, indemnification shall be as follows: (i) Cancellation prior to production start of the relevant purchase order: Any non-recoverable damages or cost already incurred or committed by Ranson at the time of the cancellation and evidenced by Ranson with a paid invoice, increased with profits lost estimated at a lump sum of 30% of the net supply price; (ii) Cancellation following production start of the relevant purchase order: 100% of the price of the Purchase Order. Costs shall also include material, labor, inspection-, freight-, transport-, handling-, storage-, picking-, packaging-, labelling-, depreciation- and destruction costs.

4. Unless explicitly agreed upon otherwise in writing, all products shall be delivered by Ranson – Ex Works (Incoterms 2020). The parties may agree on special conditions for the transport and storage of products, which shall take precedence over these GSC. Ranson endeavors to deliver the products on the delivery time agreed upon. Purchaser shall fully and effectively indemnify Ranson at first request against non-recoverable costs and damages incurred or committed by Ranson as a result of or in connection with a default in the receipt of delivery of the products on the agreed delivery time, as evidenced by Ranson with a paid invoice.

5. At the time of delivery, and during the relevant and applicable shelf life of the products, Ranson warrants that the products delivered are free from hidden defects, com-ply with the specifications agreed from time to time, comply with the applicable Belgian and European laws and regulations and comply with applicable industry standards, unless the parties have agreed in advance and in writing that other legislation applies, be accompanied by all documents, certificates, permits, instructions or any other infor-mation required by law in order to enable resale and/or processing of the products and are free from rights of third parties. Ranson grants no other warranties as to the products. If the Product does not comply with one or more of the above guarantees, this will be considered a defect (Defect).

6. Purchaser shall inspect the products, and shall notify Ranson of any visible defect, within five (5) Business days following actual delivery of the products to Purchaser, failing which, Purchaser shall be deemed to have accepted the Products. Any non –visible defect shall be notified to Ranson in writing within five (5) Business days following the date Purchaser should have reasonably discovered such non –visible defect, failing which Purchaser shall be deemed to have accepted the products. Any notification of defects shall be evidenced by Purchaser (photo’s, video’s, examination reports). Ranson shall, however, not be bound by any unilateral examination report of the Products issued by or on behalf of Purchaser, unless agreed in writing. Ranson shall always be entitled to have the products counter examined by a third-party expert jointly appointed by the Parties, failing which Purchaser shall be deemed to have accepted the products. Any civil liability claim as to Defected products, not brought before the competent (arbitral) court within six (6) months following the moment of notification as set forth in this clause, shall be considered as waived. The same applies to any claim relating to a delay in delivery, within six months following the time of delivery agreed upon.

7. In the event of a Defect, as a sole remedy, Ranson shall replace the Defected products free of charge within a reasonable timeframe or terminate the relevant sales contract and repay the purchase price paid. Ranson’s liability for damages resulting from a Defected product shall be limited as follows: for damages covered by the (product) liability insurance coverages of Ranson, Ranson’s liability shall be limited to the covered amounts and for damages not covered by such insurance coverages, Ranson’s liability shall be limited to an amount equal to the price of the Defective product(s). Ranson shall, however, never be liable for any indirect, special or consequential damages, such as loss of profit, loss of goodwill, loss of availability or use, loss of production, loss of image and/or loss of data. This clause shall not prejudice Ranson’s liability under relevant and applicable mandatory law.

8. Prices are in EURO and shall only include the net sales price of the Products, excluding any tax, duty, levy or similar fiscal charge and excluding any cost, unless explicitly indicated in writing. Ranson shall be entitled to increase the agreed price in the event of an interim increase in its company’s raw material-, labor- , energy- and/or transport cost, in accordance with the following formula: p = P x ((a x m/M) + (b x l/L) + (c x e/E) + (d x t/T) + f), where p = new price, P = agreed price, a = 50% (estimated share of m/M in the price), m/M = level of interim increase of total material costs, b = 20% (estimated share of l/L in the price), l/L = level of interim increase of total labor cost, c=5% (estimated share of e/E in the price), e/E = level of interim increase of total energy costs, d = 5% (estimated share of t/T in the price), t/T = level of interim increase of total transport cost, f = 20%. Additional costs related to governmental decisions or legislative changes shall constitute force majeure and shall entitle Ranson to increase the agreed price according-ly.

9. Invoices of Ranson are payable at its registered office. Invoices are due within thirty (30) days following invoice date, unless indicated otherwise in the invoice. In the event of overdue payment, Ranson is entitled to a default interest on the outstanding invoice amount calculated at the legal interest rate applicable in Belgium (W 02/08/02), as well as a lump sum indemnification for extra judicial recovery costs calculated at 15% of the invoice amount. Overdue payment of one or more invoices, shall have as a result that all outstanding invoices of Ranson become due without prior notice and with immediate effect. In the event Purchaser is in default of payment, or applies for judicial reor-ganization, or Ranson’s credit insurer does not or no longer cover invoices of Purchaser, Ranson is entitled to modify payment terms at its discretion as to all ongoing and future orders.

10. Title of ownership as to the products shall only pass to the Purchaser upon full payment of the purchase price. The risk of loss as to the products shall pass to Purchaser at the time of delivery according to the agreed Incoterm.

11. In the event a party is in breach of one or more of its obligations, the other Party is entitled, effective immediately and without prior written notification, to suspend performance of its proper obligations until the other party remedies such breach and any consequence thereof, and, in the event that party fails to remedy such breach within ten (10) business days following written notification, to terminate the relevant order and/or the agreement, without prejudice to any other remedy such party may have. A party shall also be entitled to terminate the agreement, effective immediately and without notification, in the event (i) the other party applies for bankruptcy, dissolution or liquidation or is involved in bankruptcy, dissolution or liquidation proceedings, (ii) the other party undergoes a change of control within the meaning of the Belgian Companies and Associations Code and/or disposes all or a substantial part of its activities or assets.

12. Parties agree that the recovery of damages caused by a breach of a contractual obligation under the agreement, within the legal limits, shall be governed exclusively by the rules of contract law, even if the event giving rise to such damages also constitutes an extra contractual default. Parties also agree that the recovery of damages caused by the non-performance of a contractual obligation under het agreement by any of Ranson’s auxiliary persons (including directors, employees, independent service providers, and subcontractors), within the legal limits, shall only be grounds for a contractual liability claim against Ranson, and shall not be ground for an extra-contractual liability claim against such auxiliary person, even if the event at the origin of the damages also constitutes an extracontractual default. The Seller shall include a similar provision for the benefit of Ranson and its auxiliary persons in its agreements with third parties, failing which Seller shall indemnify Ranson and its auxiliary persons for all claims by third parties that shall become possible as a result of a violation of this provision.

13. Force majeure is any new, unforeseen and unavoidable event, beyond the reasonable control of a party, that renders the performance of such party's obligations impos-sible. A party shall not be liable for a breach of one or more of its obligations, in the event that such breach is caused by Force Majeure, and such party immediately informs the other party of the Force Majeure, describing in detail the consequences of the Force Majeure and the efforts made to mitigate such consequences. The term for the performance of the relevant obligation(s) of that party shall be extended by the duration of the Force Majeure. In the event the Force Majeure lasts longer than a period of 15 calendar days, the other party is entitled to terminate the order or the agreement without recourse. Article 5.74 BCC shall apply.

14. Confidential information shall mean all information that is labelled confidential, or that a reasonable person would consider to be non-public, confidential and/or proprie-tary, as to the company, the business, the products, the intellectual property rights and/or the goodwill of a party, acquired by the other party. Parties agree to keep confiden-tial information of the other party confidential, not to disclose such confidential information to third parties without prior written consent of the other party, only use such confidential information in the performance of its obligations under the sale and purchase of products and only make such confidential information internally available to shareholders, directors, employees and self-employed contractors when strictly necessary for the performance of its obligations vis-à-vis the other party, provided that they are bound by a similar confidentiality obligation. This confidentiality obligation shall have a term of five years following the disclosure of the confidential information.

15. Parties are deemed to set-of and compensate, automatically and ipso iure, any actual and future reciprocal claims and receivables, up to the smallest amount. Further-more, parties accept that the other party has the right to deduct a debt that is not yet due and payable from any amount due and payable in the event that the other party applies for bankruptcy, dissolution or liquidation or is involved in bankruptcy, dissolution or liquidation proceedings.

16. Parties shall not, without the other Party’s prior written consent, assign any obligation arising out of any purchase agreement entered into by the parties.

17. As the Seller of the products, Ranson will process the Buyer's personal data in accordance with the provisions of the General Data Protection Regulation and its implement-ing provisions (GDPR) and its privacy statement (www.ranson.be/privacy-statement).

18. The relationship between parties shall be governed by Belgian law, excluding CISG. Alle disputes shall be settled, at Ranson’s discretion, by arbitration in accordance with the CEPANI arbitration rules (one arbitrator - Ghent – Dutch) or by the Courts of Ghent, department Kortrijk.