GENERAL TERMS AND CONDITIONS OF SALE

Article 1 – Application of the General Terms and Conditions

The sales agreement (the “Agreement”) is the document signed and dated by the parties identified as the “Seller” and the “Buyer” relating to the sale of the Equipment as described therein, under the specific conditions mentioned therein. The Agreement may also sometimes be concluded through a simple exchange of consent from the customer regarding an offer issued by the Seller. It may also be formed through procurement documents within the framework of a public procurement procedure. In addition, the Agreement is governed by these general terms and conditions, to the exclusion of any clause or general terms and conditions originating from the Buyer, unless expressly waived in the Agreement. In the event of any conflict, the specific provisions of the Agreement shall prevail over these general terms and conditions.

Article 2 – Prices

2.1. Prices are stated in euros, excluding taxes and charges, and apply to delivery at the Seller’s premises, on the agreed date, and for the supply of the products described in the specific conditions, excluding all other works and services unless otherwise stipulated.

2.2. Prices do not include possible transport costs.

2.3. Prices are in principle non-revisable; however, the Seller may pass on any price changes imposed by its suppliers between the order date and the delivery date, as well as any modification of the VAT rate or the introduction of new taxes occurring before the delivery date.

Article 3 – Transfer of Risks – Transport and Installation

3.1. All risks relating to the Equipment shall be transferred to the Buyer as soon as the Buyer takes actual possession of the Equipment. However, where such possession does not take place at the Seller’s premises, the Equipment shall be transported at the Buyer’s risk, with transfer of risks occurring upon dispatch. The Seller’s sole obligation consists of the minimum obligation to make the Equipment available to the Buyer at the Buyer’s premises/infrastructure and to provide the on-site installation services in accordance with the provisions of the Agreement. Consequently, the Buyer shall bear all costs and risks related to transporting the Equipment from the Seller’s premises to the site designated by the Buyer (transport, customs duties, insurance and generally any related costs).

3.2. If the Seller is responsible for transporting the Equipment, the Buyer shall bear the cost thereof. The Equipment shall be transported to the location indicated by the Buyer, who undertakes to ensure that the indicated location is safely accessible to the transport vehicle and to the installation services relating to the Equipment. Failing this, the Buyer shall bear any damage resulting from damage to the transported Equipment and/or the transport vehicle. Furthermore, the person designated by the Buyer to physically receive the Equipment (employee, contractor or representative) shall be presumed to possess the required skills. If the Equipment cannot be delivered and/or installed on the agreed date and according to the agreed schedule due to the absence of the Buyer or one of its employees, contractors or representatives, the Seller shall have the right not to install/deliver the Equipment and to postpone the Service, with the related costs being borne by the Buyer.

3.3. Within the meaning of the Agreement and these conditions, the Service (or Services) refers to the placement of the Equipment, including installation, assembly, dismantling and removal. The Services are performed under the responsibility of the person on whose behalf they are carried out. Under no circumstances shall the Buyer’s liability be reduced, particularly regarding safety, due to the intervention during these operations of the Seller’s staff or subcontractors.

3.4. The Buyer shall ensure that the locations intended to accommodate the Equipment meet the required conditions for this purpose, particularly in terms of levelling and safety. If additional handling equipment is required to perform the Service, it shall be at the Buyer’s expense. Furthermore, the Seller shall not be held liable for any damage caused to the ground resulting from the Services.

Article 4 – Delivery

Delivery dates or delivery periods are provided for information purposes only. The Seller shall not be liable for delivery delays resulting from unforeseeable circumstances beyond its control which make the performance of its obligations impossible or substantially more difficult or costly, provided that the Seller informs the Client no later than the scheduled delivery date.

Article 5 – Payment

Unless otherwise stipulated in the specific conditions, invoices are payable by bank transfer within 15 days following their date of issue.

The Seller may assign its rights against the Client or pledge them to a third party, either through assignment or pledging of its receivable or through transfer of ownership of the Equipment, without this modifying the Buyer’s obligations.

Article 6 – Penalties for Non-Compliance with Contractual Obligations

6.1. If the Buyer requests a postponement of delivery or is responsible for the failure of delivery on the agreed date (refusal of delivery, non-payment, absence, last-minute modification, incorrect information, etc.), the Seller may claim from the Buyer, in addition to transport and storage costs, an amount of €125 per day including VAT payable immediately, without prejudice to its right to claim additional damages and/or terminate the Agreement.

6.2. In the event of non-payment of an invoice on its due date, payment of all receivables owed by the Client shall become immediately due and payable and, after eight days following the sending of a formal notice remaining without effect, the Seller may suspend its services without prejudice to its right to terminate the Agreement.

6.3. Any amount unpaid by the Client on the due date shall automatically bear, after formal notice, late payment interest at the rate of 1% per month. In addition, it shall automatically be increased, after formal notice, by a fixed indemnity of 10% of the unpaid amount, by way of damages, with a minimum amount of €250, without prejudice to the Seller’s right to prove and claim compensation for greater damages.

6.4. The Seller shall have the right to terminate the Agreement automatically, by registered letter, eight days after the sending of a formal notice remaining without effect, in the event of serious and wrongful non-performance by the Client. Such cases include, without limitation: failure to take delivery of the Equipment within the agreed deadlines; payment delays exceeding thirty days; or serious risk of non-performance of one of its essential obligations. In cases of serious and wrongful non-performance, unless the Client proves that it is not liable, the Seller may also claim compensation corresponding to the damage suffered, fixed at 20% of the agreed price, without prejudice to compensation due for transport and storage costs and without prejudice to its right to claim higher damages if greater loss is proven. Any deposit paid by the Client shall be deducted from the amount due under this clause.

Article 7 – Inspections to be Performed by the Buyer and Characteristics of the Equipment

7.1. The Buyer shall inspect the Equipment and immediately notify the Seller in writing of any visible defects and any discrepancies compared to the contractual specifications, meaning all defects that can be detected through a careful and serious inspection, particularly those relating to the characteristics and operation of the products.

7.2. The Equipment shall be deemed accepted by the Buyer in the absence of a precise and detailed complaint notified by registered letter within 8 calendar days following the delivery date.

7.3. In the event of sale to a private individual, statutory legal warranties shall apply.

Article 8 – Force Majeure – Act of Government

The Seller shall not be held liable for failure to perform any of its obligations where such failure results from force majeure or an act of government, including but not limited to fire, hail, natural disaster, strikes, lockdown measures, general shortages of supply or transport means, etc.

Article 9 – Applicable Law – Competent Jurisdiction

Belgian law shall apply. Any dispute arising between the parties and relating directly or indirectly to the Agreement shall fall under the exclusive jurisdiction of the Enterprise Court of LIÈGE, LIÈGE Division.

GENERAL TERMS AND CONDITIONS OF RENTAL

Article 1 – Application of the General Terms and Conditions

The rental agreement (the “Agreement”) is the document signed and dated by the parties identified as the “Lessor” and the “Lessee” relating to the rental of the Equipment as described therein, under the specific conditions mentioned therein.

The Agreement may also sometimes be concluded through a simple exchange of consent from the customer regarding an offer issued by the Lessor.

It may also be formed through procurement documents within the framework of a public procurement procedure.

In addition, the Agreement is governed by these general terms and conditions, to the exclusion of any clause or general terms and conditions originating from the Lessee, unless expressly waived in the Agreement.

In the event of any conflict, the specific provisions of the Agreement shall prevail over these general terms and conditions.

Article 2 – Use of the Equipment

Within the meaning of the Agreement and these conditions, the Equipment refers to the description of the asset rented under the Agreement.

The Lessee undertakes to use the rented Equipment with due care and diligence. In particular, the Lessee shall not permanently attach the Equipment to the ground or to any immovable property and undertakes to preserve at all times its status as movable property. By mutual agreement, the Lessor and the Lessee acknowledge the movable property status of the asset(s) subject to the Agreement.

Article 3 – Transfer of Risks – Transport and Installation

3.1. All risks relating to the Equipment shall be transferred to the Lessee as soon as the Lessee takes actual possession of the Equipment. However, where such possession does not take place at the Lessor’s premises, the Equipment shall be transported at the Lessee’s risk, with transfer of risks occurring upon dispatch. The Lessor’s sole obligation consists of the minimum obligation to make the Equipment available to the Lessee at the Lessor’s premises/infrastructure and to provide the on-site installation services in accordance with the provisions of the Agreement.

Consequently, the Lessee shall bear all costs and risks related to transporting the Equipment from the Lessor’s premises to the site designated by the Lessee (transport, customs duties, insurance and generally any related costs) and conversely for the removal and return of the Equipment to the Lessor’s premises at the end of the Agreement.

3.2. If the Lessor is responsible for transporting the Equipment, the Lessee shall bear the cost thereof. The Equipment shall be transported to the location indicated by the Lessee, who undertakes to ensure that the indicated location is safely accessible to the transport vehicle and to the installation services relating to the Equipment. Failing this, the Lessee shall bear any damage resulting from damage to the transported Equipment and/or the transport vehicle. Furthermore, the person designated by the Lessee to physically receive the Equipment (employee, contractor or representative) shall be presumed to possess the required skills. If the Equipment cannot be delivered and/or installed on the agreed date and according to the agreed schedule due to the absence of the Lessee or one of its employees, contractors or representatives, the Lessor shall have the right not to install/deliver the Equipment and to postpone the Service, with the related costs being borne by the Lessee.

3.3. Within the meaning of the Agreement and these conditions, the Service (or Services) refers to the placement of the Equipment, including installation, assembly, dismantling and removal. The Services are performed under the responsibility of the person on whose behalf they are carried out. Under no circumstances shall the Lessee’s liability be reduced, particularly regarding safety, due to the intervention during these operations of the Lessor’s staff or subcontractors.

3.4. The Lessee shall ensure that the locations intended to accommodate the Equipment meet the required conditions for this purpose, particularly in terms of levelling and safety. If additional handling equipment is required to perform the Service, it shall be at the Lessee’s expense. Furthermore, the Lessor shall not be held liable for any damage caused to the ground resulting from the Services.

Article 4 – Insurance

4.1. The Lessee undertakes to insure the rented Equipment for its full value for the entire duration of use of the Equipment. The insurance policy shall cover any loss or damage relating to the Equipment, including risks of fire, theft and any deterioration caused either by the Lessee, persons for whom it is responsible or third parties. The Lessee shall provide the Lessor, upon first request, with proof of subscription to the insurance policy and payment of the premiums and shall inform the Lessor of any modification thereto. If the Lessee fails to insure the rented Equipment, the Lessor may insure said Equipment at the Lessee’s expense.

4.2. The Lessee shall refrain from reducing, suspending or terminating the insurance policy and coverage.

4.3. In the event of a claim, the Lessee shall strictly comply with the clauses of the insurance policy, particularly regarding the time limit for declaring the claim and the obligation to obtain the insurer’s agreement before carrying out any repairs. In the event of refusal of coverage, the Lessee shall be liable towards the Lessor for all damages, consequences and costs resulting from such refusal.

4.4. The Lessor shall be subrogated to all rights of the Lessee vis-à-vis the insurer. The Lessee grants the Lessor an irrevocable mandate to collect the amount of compensation due under the insurance contract and to retain it up to the amount of any balance owed by the Lessee for the purpose of settling such balance.

4.5. In the event of subletting of the Equipment accepted by the Lessor (see Article 7 below), the Lessee undertakes to impose the insurance obligation incumbent upon it on the sublessee and, failing this, to insure the Equipment itself.

Article 5 – Repairs and Maintenance

The Lessee shall carry out maintenance of the Equipment as well as all necessary repairs, whether major repairs or repairs considered as tenant repairs. All costs resulting from lack of maintenance by the Lessee, abnormal wear and tear or damage resulting from improper use, accident or negligence shall be borne exclusively by the Lessee without deduction for depreciation.

Article 6 – Return of Equipment

6.1. Upon expiry of the Agreement, for whatever reason, the Lessee shall return the Equipment to the Lessor in good condition, cleaned and free from any object belonging to the Lessee or third parties and from any external connection. Cleaning costs and removal of various objects and/or waste made necessary due to the Lessee or third parties shall be borne exclusively by the Lessee. Under no circumstances shall the Lessor be held liable for damage caused to objects located in the rented Equipment at the end of the Agreement.

6.2. The site where the Equipment must be returned shall be made accessible to the transport vehicle. Removal of the Equipment shall be carried out at the Lessee’s expense (see Article 3.1 above).

6.3. The Lessee undertakes to inform the Lessor, at least seven days before the end of the Agreement, of its availability for the collection of the Equipment.

6.4. If all or part of the Equipment is not returned, the Lessor shall have the right to invoice the Lessee for the replacement value of the non-returned Equipment according to the price list in force at the time when the return should have taken place.

6.5. In the event of termination of the Agreement by the Lessee before the scheduled expiry date, the Lessor shall invoice all remaining rents due until the end of the Agreement. This amount shall become immediately due and payable.

Article 7 – Assignment and Subletting

The Lessee may not assign all or part of its rights nor sublet the Equipment without the Lessor’s prior written consent.

Article 8 – Penalty for Late Payment and Termination at the Lessee’s Fault

8.1. Any amount unpaid by the Lessee on the due date shall automatically and without formal notice bear late payment interest at the rate of 1% per month. In addition, it shall automatically be increased, after formal notice, by a fixed indemnity of 10% of the unpaid amount, by way of damages, with a minimum amount of €250, without prejudice to the Lessor’s right to prove greater damages.

8.2. Repeated payment delays shall be considered serious breaches by the Lessee justifying termination of the Agreement. More generally, in the event of non-performance by the Lessee, the Lessor may terminate the Agreement 8 (eight) calendar days after the sending of a registered formal notice remaining without effect and claim from the Lessee, in addition to the return of the rented Equipment, payment of all remaining rents due until the end of the Agreement (see Article 6.5 above).

Article 9 – Applicable Law – Competent Jurisdiction

Belgian law shall apply. Any dispute arising between the parties and relating directly or indirectly to the Agreement shall fall under the exclusive jurisdiction of the Enterprise Court of LIÈGE, LIÈGE Division.