These are the general invoice terms and conditions (hereinafter: “General Invoice Terms”) of FLEXAMIT BV with registered office at 2550 KONTICH, Jordaensstraat 54 and registered in the Crossroads Bank for Enterprises under the number BE0508649489. (Hereinafter: “FXM”)

Article 1 – Scope (see also GTC Article 1)

These General Invoice Terms and Conditions are subject to and form part of FXM’s General Terms and Conditions of Sale and Delivery (also known as GTC), which the Customer has received at the latest upon contract conclusion or which can be made available to the Customer upon first request. In case of conflict between the present General Invoice Terms and Conditions and the General Terms and Conditions of Sale and Delivery, the latter shall prevail.

These General Invoice Terms and Conditions govern the relationship between the Customer and FXM. These General Invoice Terms and Conditions shall apply to any quotation, any concluded agreement, any order, requests for repair, maintenance or any other service due to FXM.

The present General Invoice Terms and Conditions are the only ones applicable to the exclusion of the Customer’s general terms and conditions.

When placing an order, the Customer acknowledges that it has read the General Terms and Conditions of Sale and Delivery and confirms that it accepts the rights and obligations arising therefrom.

Article 2 – Delivery and execution period (see also GTC Article 2 and Article 10)

All stated execution or delivery deadlines are approximate, indicative and informative only, which implies an obligation of effort on FXM’s part and in no way implies an obligation of result. If the communicated execution or delivery deadline cannot be met, an additional deadline shall be agreed in the first instance. Exceeding these deadlines shall in no way give rise to dissolution of the contract or to any compensation or default interest at the expense of FXM. In any event, a claim by the Customer may only be lodged after written notice of default by FXM, granting the latter a reasonable period for completion of the works.

Article 3 – Payment and invoicing (see also T&C clause 6 and clause 11)

Unless otherwise stipulated in the Customer’s quotation, the Customer shall pay the amounts due to FXM as follows:

Invoices issued by FXM are payable within 8 days from invoice date (hardware or mixed) or 30 days from invoice date (services).

If the price for the Products, as included in the quotation and/or agreement between the Customer and FXM would increase due to circumstances beyond FXM’s control (e.g. due to increasing material prices), FXM reserves the right to revise the agreed price with the Customer, incorporate the price increases and adjust the agreed price accordingly.

In case of full or partial non (-timely) payment of an invoice on the due date, the Customer commits a contractual default. In this case, FXM will send a written notice of default to the Customer for payment of the outstanding invoice free of charge.

If the payment deadline is not met, the Customer shall be liable by operation of law and without notice of default for the payment of overdue interest at the legal rate. FXM also reserves the right to claim from the Customer a conventional compensation of 10% of the invoice total with a minimum of 100.00 euros as well as claim conventional interest in the amount of the legal interest rate for late payment in commercial transactions (Interest Rate Law 02.08.2002) annually (principal and conventional compensation clause).

If a Customer makes a partial payment and such payment does not fully correspond to the outstanding amount for the use of the FXM Service and/or Product; FXM reserves the right to attribute such payment to any other outstanding invoice.

In case of non-timely payment of an invoice from FXM, all other invoices, if any, not yet due at that time shall become immediately due and payable by the Customer.

Moreover, in case of full or partial non-payment (on time) of an invoice on the due date, FXM reserves the right to suspend the execution of the current contract, without prior notice and without compensation, until FXM has received full payment (incl. interest and costs). If FXM provides a licence for the use of a programme to a Customer, FXM shall be entitled to terminate the use of the licence without prior notice in case of full or partial non-payment (on time) of an invoice on the due date. Upon full payment of the relevant invoice, FXM shall again grant the right of use over the relevant purchased programme.

Under penalty of cancellation, the Customer shall submit any protest regarding an invoice to FXM in writing by registered mail within 15 calendar days from the invoice date, specifying the invoice number and date. In the absence of any protest within the aforementioned term, the invoices shall be considered as definitively accepted.

Ownership of the Products delivered by FXM is transferred to the Customer only upon full payment of the order. As an exception to Article 1583 of the old Civil Code, the Products sold, delivered or installed shall remain the exclusive property of FXM until the day of full payment of the invoice. Until payment of the sales price has been made, the Customer is prohibited from pledging, donating or using the Products as collateral in any way. The Customer is expressly prohibited from modifying, selling or disposing of the Products in any way. As long as FXM has title to the delivered Products, in accordance with the provisions of this clause, the Customer shall remain liable for the maintenance and good condition of these Products. The Customer also undertakes to keep the Products in such a way that they cannot be confused with other products and it is clear at all times that the Products are the property of FXM.

Article 4 – Early termination of the agreement

In case the agreement between FXM and the Customer is unilaterally broken by the Customer prior to performance, the Customer shall owe FXM a lump-sum compensation of 30% of the full invoice amount, without prejudice to FXM’s right to claim the total compensation of proven damages in more.

If the foreseen works have already started, the Customer is no longer entitled to terminate the contract prematurely. FXM reserves the right to enforce the forced execution of the agreement. If the agreement is still terminated prematurely, the payment of the already executed part of the agreement shall always be due. In addition, FXM shall also be entitled to a flat-rate compensation of 15% of the balance of the invoice amount, without prejudice to FXM’s right to prove higher damage suffered.

FXM expressly reserves the right to terminate the contract immediately and without notice at the Customer’s expense in case of bankruptcy, judicial reorganisation or insolvency on the Customer’s part. Also in such case, the Customer shall be obliged to pay for the works already performed and an additional compensation of 15% on the balance of the total contract sum shall be due, without prejudice to FXM’s right to prove higher damages suffered.

Article 5 – Warranty (see also T&C clause 11)

The Customer must proceed to a thorough inspection of the Product upon delivery/removal to report any visible defects or the incorrectness of the delivery without delay, at the latest within 5 working days from the date of delivery of the Product.

The Customer benefits from a warranty on the Products offered by the manufacturer or vendor in accordance with its terms and conditions.

Article 6 – Force majeure (see also GTC Article 15)

FXM shall not be liable for the non-performance or delay in the performance of its obligations due to force majeure as defined in Article 15.1 GTC with the consequences provided for in Articles 15.2-15.4 GTC.

Article 7 – Complaint procedure

If the Customer has any complaints, the Customer can contact FXM at the following email address sales@flexamit.com

Article 8 – Miscellaneous (see also Article AVLV art. 17)

FXM reserves the right to modify these General Terms and Conditions at any time, without prior notice, subject to displaying such modifications on its website. Such amendments will apply to any quotation, agreement or order for Products and/or services placed thereafter.

If any provision of these General Terms and Conditions is found to be void, invalid, unenforceable or illegal, the remaining provisions shall remain in full force and effect. The gap created in the General Terms and Conditions as a result of the void, invalid, unenforceable or unlawful provision shall be filled, in accordance with applicable law, by the application of a valid provision that comes closest to the original economic intent of the initial provision.

The failure of FXM or the Customer to require the strict application of one or more of the provisions of these General Terms and Conditions may not be considered as a tacit waiver of the rights at its disposal and does not prevent it from subsequently requiring strict compliance.

Article 9 – Applicable law and competent court (see also GTC Article 17.7)

These General Terms and Conditions are subject to Belgian law. The agreements to which these General Terms and Conditions apply are to be interpreted and construed in accordance with Belgian law.

Unless otherwise required by mandatory law, all disputes between the parties concerning agreements subject to these General Terms and Conditions shall fall within the exclusive jurisdiction of the courts of the district of Antwerp.