GENERAL TERMS AND CONDITIONS PRODUCT MEDIA GROUP BV

Article 1 – Conditions of application

1. These general terms and conditions apply to all agreements between PRODUCT MEDIA GROUP BV and the customer, to the exclusion of all, present or future, general terms and conditions of the customer, even when they state the contrary. In the event of a dispute, these terms and conditions therefore always prevail.
   
   
2. Derogating clauses and/or supplements to these general terms and conditions are the particular conditions stated on the front of the invoice from PRODUCT MEDIA GROUP BV, on the order form or in the agreement between PRODUCT MEDIA GROUP BV and the customer.
   Other derogating clauses and/or supplements to these general terms and conditions only apply to the extent that PRODUCT MEDIA GROUP BV has accepted them in advance and in writing and, moreover, they only amend these general terms and conditions with regard to the points that they explicitly concern.
   
   
3. Any possibly unlawful and/or null and void general term and condition of PRODUCT MEDIA GROUP BV never entails the non-applicability and/or nullity of the other general terms and conditions.

Article 2 – Quotation

1. The offers made by PRODUCT MEDIA GROUP BV are only valid for the period indicated in the quotation. If no specific period is indicated, the validity is limited to 30 days from the date of the quotation concerned.
   
   
2. The customer accepts slight differences between, on the one hand, the order on the basis of the documentation, the samples, the models and the demonstration of goods and, on the other hand, the delivery thereof whereby the former are only indicative and whereby the customer also waives any form of recourse in this respect.
   
   

3. The customer also accepts a slight difference of the original colour ordered, both in terms of materials and printing, whereby the customer also waives any form of recourse in this respect.
   
   
4. The customer additionally accepts a margin of plus or minus of 5% with regard to the quantity ordered and also accepts the associated change in the price and costs.

Article 3 – Delivery

1. Unless otherwise agreed, delivery takes place at the registered office of PRODUCT MEDIA GROUP BV.
   
   
2. Unless otherwise agreed, the prices provided by PRODUCT MEDIA GROUP BV include the packaging, the material delivery to the customer, the completion of customs formalities and the transport of the goods.
   
   
3. Irrespective of the method of shipment or conditions that might deviate from the general conditions, the goods are always dispatched, packed, delivered, transported and brought through the customs at the customer’s risk with the result that from the moment of and during shipment the customer bears all responsibility for the loss, destruction, damage or disappearance of the goods.
   
   
4. Unless otherwise agreed, the delivery term commences as from the agreement of the customer with the agreement, including agreement regarding proofs and samples (if applicable). However, if payment of an advance has been stipulated prior to the implementation of the agreement, in accordance with article 4.6, the delivery term only commences as from the receipt by PRODUCT MEDIA GROUP BV of the advance payment, regardless of the above.
   
   
5. The agreed delivery and/or implementation terms are only approximate.

   Only if strict observance of the delivery term has been explicitly stipulated as an essential condition vis-à-vis the customer must the parties respect the term, taking account of article 3.4 above.

   Insofar, in this last case, as the delay is caused solely by reasons attributable to PRODUCT MEDIA GROUP BV, the possible delay penalty is limited to a maximum of 5% of the contract price and applies as fixed compensation (everything included and nothing excluded) for the damage suffered by the customer and third parties, to the exclusion of any other remedy.

6. In the event of postponement or delay of delivery and/or implementation due to an act by or at the request of the customer or if the customer fails to collect the goods made available at the agreed time, the customer may not postpone the due date for payment that was linked to the normally foreseen delivery term. In that case, PRODUCT MEDIA GROUP BV is entitled to store the products at the expense (including storage costs) and for the risk of the customer and is also entitled to demand payment as if the delivery had taken place. During this period, the customer is also responsible for insuring the goods.

Article 4 – Price and price changes

1. The prices agreed between the customer and PRODUCT MEDIA GROUP BV are based on the currently applicable values of wages, materials and services and the regulations applicable at the time.
   
   
2. PRODUCT MEDIA GROUP BV reserves the right, even after the date of the quotation and/or acceptance of the quotation, to revise the price, the characteristics or the terms and conditions of the agreement for the following reasons, which the customer accepts as valid reasons:

   – any change, even foreseeable, in the elements that form the basis of the contract price provided by PRODUCT MEDIA GROUP BV;

   – any decision taken by the government that would limit, regulate or significantly change the cost price of the materials or products or the currency;

   In the event of price changes for the aforementioned reasons, PRODUCT MEDIA GROUP BV informs the client beforehand in writing.

3. The prices agreed between the customer and PRODUCT MEDIA GROUP BV are exclusive of VAT. The consequences of changes in VAT regulations are therefore always for the customer.

4. By entering into the agreement, the customer authorises PRODUCT MEDIA GROUP BV to charge for the additional work carried, separately and in addition to the amounts specified in the quotation and/or agreement, as soon as the amount to be charged is known.

   Additional work is hereby considered to be anything that is delivered or performed in consultation between the parties, whether or not specified in writing, during the implementation of the agreement, over and above the work, deliveries or services explicitly set out in the contract or order confirmation.

5. The customer accepts without approval any fluctuations in lower or higher quantities as set out in article 2.4.

6. Unless indicated otherwise, the customer agrees to the payment of an advance of 40% of the price before delivery can take place.

Article 5 – Invoice/Payment

1. All invoices from PRODUCT MEDIA GROUP BV and deliveries by PRODUCT MEDIA GROUP BV are payable in cash at the registered office of PRODUCT MEDIA GROUP BV.
   The customer cannot withhold any amount as security.
   Any payment made by the customer shall first be used to settle any interest and costs owed (including compensation provisos).

2. The customer’s protest against an invoice from PRODUCT MEDIA GROUP BV must be made by registered letter within 8 days of the date of the invoice, stating the date and number of the invoice and the concrete reasons on which the customer bases his, her or its protest. In the absence of the aforementioned timely and concrete protest, the customer accepts the invoice.

3. If the invoice is not paid by the due date, the customer, automatically and without prior notice of default, is liable for the payment of late payment interest of 10% per annum, as from the due date, with a minimum of EUR 25.00 as well as a fixed compensation for damages (for administrative, personnel, management and follow-up expenses) of 10%, with a minimum of EUR 200.00 per outstanding invoice, without prejudice to any legal and execution expenses involved.
   
   

4. The drawing up of a bill of exchange does not mean any novation of debt, nor derogation of the place of payment, nor derogation from the further competency clause. Bills of exchange and cheques are only regarded as payment when they have been cashed.

Article 6 – Acceptance/Complaints

1. For both sale and contracting, the customer is obliged to check all goods and/or work carried out immediately and in detail upon receipt, either himself, herself or itself or by his, her or its representative or appointee(s).
   If no comments are noted on the delivery note upon receipt, this is deemed to be a tacit acceptance of the goods and/or work carried out that it is in accordance with his, her or its order and free from any visible defect. The date stated on the delivery note binds the customer unless there is proof to the contrary.
   If, due to force majeure, neither the customer nor his, her or its representative or appointee was able to be present at the delivery, the materials are accepted, but subject to the customer’s detailed remarks, which must be sent by registered mail no later than the following day. Afterwards, complaints about visible defects are no longer accepted and recourse is no longer possible vis-à-vis PRODUCT MEDIA GROUP BV with regard to these visible defects.
   Commissioning and processing of the delivered goods by the customer, by his, her or its representative or appointee as well as payment are always considered as final acceptance.

2. Complaints because of hidden defects must be notified, upon penalty of forfeiture, in writing to PRODUCT MEDIA GROUP BV within eight days of their discovery and at the latest within two months after receipt or after first use.

3. The expression of complaints does not suspend the customer’s payment obligations towards PRODUCT MEDIA GROUP BV, which must be met in full before the customer can demand the intervention of PRODUCT MEDIA GROUP BV.

4. Any intervention by PRODUCT MEDIA GROUP BV does not result in an extension of the global guarantee period, nor can it be regarded as an acknowledgement by PRODUCT MEDIA GROUP BV that the complaint is the result of a failure on the part of PRODUCT MEDIA GROUP BV

5. Any taking back of the goods by PRODUCT MEDIA GROUP BV does not imply any acknowledgement of the legitimacy of the customer’s claims.

6. The indemnification obligation of PRODUCT MEDIA GROUP BV with regard to defects in the delivered goods does not extend beyond that of the suppliers of PRODUCT MEDIA GROUP BV.
   
   

Article 7 – Liability

1. The risk, also in the event of accident or force majeure, passes to the customer on delivery. In

   derogation from art. 1583 of the Belgian Civil Code, all products delivered by PRODUCT MEDIA GROUP BV remain its exclusive property until the customer has fulfilled all his, her or its contractual obligations (including the payment obligations) towards PRODUCT MEDIA GROUP BV. Until such time, on the one hand, the customer is forbidden to alienate, pledge or provide any other security vis-à-vis the goods, and, on the other hand, PRODUCT MEDIA GROUP BV is entitled to repossess its goods wherever they are located and without any compensation.

   Until full payment has been made, the customer is merely the holder of the goods. If PRODUCT MEDIA GROUP BV wishes to invoke this right of repossession by registered letter, the customer is deemed to have knowledge of this recourse 2 days after the letter has been sent.

Article 8 – Information, data and provisions

1. The customer is solely responsible for the correct and timely communication of all necessary and useful information or data and for the implementation of all temporary or prior arrangements, provisions and/or conditions that are useful or necessary for the deliverables to be provided by PRODUCT MEDIA GROUP BV.

2. All designs, diagrams, drawings and/or technical descriptions provided to the customer before or after the agreement (quotation) has been concluded, on the basis of which full or partial manufacture or assembly is possible, remain the property of PRODUCT MEDIA GROUP BV. They may not be used, copied, reproduced, passed onto or brought to the notice of third parties without the permission of PRODUCT MEDIA GROUP BV.

3. The customer consents to PRODUCT MEDIA GROUP BV using the goods and productions produced for the customer, without the latter’s approval, in order to exhibit them in its showroom, on its website or at the trade fairs at which it participates.
   
   

Article 9 – Materials and equipment of the customer

1. The processing, adaption or reuse of materials and equipment of the customer is always carried out at the customer’s risk. If the risk manifests itself, the PRODUCT MEDIA GROUP BV shall still be compensated for the work delivered.

Article 10 – Suspension/Termination

1. In the event of gross error on the part of the customer, whereby the customer explicitly accepts that non-payment (without timely and concrete protest) is regarded as a gross error, as well as in the event of a change in the legal situation of the customer, including – but not limited to – incompetence, merger or splitting, dissolution or liquidation of the customer or in the event of loss of creditworthiness (e.g. bankruptcy or application for judicial reorganisation, debt settlement, etc.), PRODUCT MEDIA GROUP BV has the right, without any notice of default and without any judicial intervention, to suspend the implementation of the agreement or any other agreement with the customer until the gross error has been rectified and/or the balance of the outstanding accounts has been reduced to zero, or to dissolve it in full or in part, without PRODUCT MEDIA GROUP BV being obliged to pay any compensation and this without prejudice to any further rights granted to PRODUCT MEDIA GROUP BV or to substantiated damages.
   
   
2. In the event of force majeure on the part of PRODUCT MEDIA GROUP BV, which exists if PRODUCT MEDIA GROUP BV is prevented from fulfilling its obligations due to circumstances beyond its control, and where the customer accepts that the force majeure includes – but is not limited to – the failure of the suppliers of PRODUCT MEDIA GROUP BV to meet their obligations, the refusal or withdrawal of the necessary permits or licences, strikes, lock-out, etc., PRODUCT MEDIA GROUP BV is entitled to suspend the agreement or regard it as dissolved without further obligation and without this fact giving rise to compensation.
   
   
3. If the sale or contracting agreement is terminated as a result of dissolution, the advances paid are offset against the deliveries and work already carried out as well as against other expenses and damages.
   
   
4. In the event of termination as a result of dissolution by PRODUCT MEDIA GROUP BV, the customer can, insofar as the agreement concerns a contracting agreement, request a period of notice of up to 1 month in writing within 48 hours of the date of dissolution. If no timely request is made, the agreement shall be dissolved on the date on which PRODUCT MEDIA GROUP BV decides to dissolve it.
   
   
5. In the event of termination as a result of dissolution/cancellation by the customer, the customer is liable to pay a fixed compensation for damages amounting to 30% of the value of the order, with a minimum of EUR 500.00, and with the explicit reservation of claiming higher compensation in the event of proven higher damage (e.g. products tailored to the customer that are not universally marketable).
   
6. In the event of termination of the agreement, delivered and invoiced goods are never taken back unless otherwise agreed in writing between PRODUCT MEDIA GROUP BV and the customer.
   
   

Article 11 – Jurisdiction and authentic version

1. Belgian law applies to the agreements between PRODUCT MEDIA GROUP BV and the customer.
   
   
2. For any dispute or disagreement arising from the validity, interpretation or execution of the agreement and invoice of PRODUCT MEDIA GROUP BV, the Courts of Antwerp, Mechelen Division are competent and, in the further alternative and to the extent that the Courts of Antwerp, Mechelen Division should not be materially competent, the Courts of Antwerp, Antwerp Division.
   
   
3. If these general terms and conditions are made available in different languages, the Dutch version is the authentic one and its interpretation always prevails over other translations.