Legal

GENERAL CONDITIONS FOR THE SUPPLY OF
MECHANICAL, ELECTRICAL AND ELECTRONIC PRODUCTS
Brussels, October 2022

PREAMBLE

1. These General Conditions shall apply when the parties
   agree thereto. Any modifications of or deviations from
   them must be agreed In Writing.

DEFINITIONS

2. In these General Conditions the following terms shall have
   the meanings hereunder assigned to them:
   − « Contract » : the agreement In Writing between the
   parties concerning supply of the Product and all
   appendices, including agreed amendments and
   additions In Writing to the said documents;
   − « Gross Negligence » : a deliberate or reckless failure
   to take such care as is obviously required in the
   circumstances to avoid serious consequences for the
   other party;
   − « In Writing » : communication by document signed
   by both parties or by letter, electronic mail, fax and by
   such other means as are agreed by the parties;
   − « the Product » : the object(s) to be supplied under the
   Contract, including software and documentation;
   − « Contract Price » : the agreed price, which shall be
   either a fixed price or, in case the parties have
   specifically agreed on a price revision clause, the
   revised price.

PRODUCT INFORMATION/INSTRUCTIONS

3. All information and data contained in general product
   documentation and price lists, regardless of form, shall be
   binding only to the extent that they are by reference In
   Writing expressly included in the Contract.
4. The Supplier shall, not later than at the date of delivery,
   provide free of charge information and drawings which are
   necessary to permit the Purchaser to install, commission,
   operate and maintain the Product. Such information and
   drawings shall be supplied as one paper copy of each and
   also electronically. The Supplier shall not be obliged to
   provide manufacturing drawings for the Product or for
   spare parts.

INTELLECTUAL PROPERTY AND
CONFIDENTIALITY

5. All intellectual property rights in the Product, including in
   any embedded software, and in any technical information
   relating to the Product, shall rest with the Supplier or, in the
   appropriate case, with a third party which has licensed the
   Supplier to sublicense these rights. Subject to any
   limitations that may have been agreed between the third
   party and the Supplier, the Purchaser shall acquire a nonexclusive, perpetual and transferable right to use these
   intellectual property rights, but limited to the extent
   required by the purpose of the Contract. The Supplier shall
   not be obliged to provide the Purchaser with the source
   code or with updates for any embedded software.
   This clause shall also apply when the Product and/or
   software has been specifically developed for the Purchaser,
   unless otherwise agreed In Writing.
6. Technical, commercial and financial information and
   information, which has been declared as confidential or
   which must by its very nature be deemed to be confidential,
   disclosed In Writing or orally by one party to the other, shall
   be treated confidentially. The information shall therefore
   not without the consent of the disclosing party In Writing
   be used for any other purpose than that for which it was
   provided. It may not, without the consent of the disclosing
   party In Writing, be transmitted, communicated or
   otherwise disclosed to a third party.

ACCEPTANCE TESTS

7. Acceptance tests provided for in the Contract shall, unless
   otherwise agreed, be carried out at the place of
   manufacture during normal working hours.
   If the Contract does not specify the technical requirements,
   the tests shall be carried out in accordance with general
   practice in the appropriate branch of industry concerned in
   the country of manufacture.
8. The Supplier shall notify the Purchaser In Writing of the
   acceptance tests in sufficient time to permit the Purchaser
   to be represented at the tests. If the Purchaser is not
   represented, the test report shall be sent to the Purchaser
   and shall be accepted as accurate.
9. If the acceptance tests show the Product not to be in
   accordance with the Contract, the Supplier shall without
   delay remedy any deficiencies in order to ensure that the
   Product complies with the Contract. New tests shall then
   be carried out at the Purchaser’s request, unless the
   deficiency was insignificant.
10. The Supplier shall bear all costs for acceptance tests carried
    out at the place of manufacture. The Purchaser shall
    however bear all travelling and living expenses for his
    representatives in connection with such tests.

DELIVERY. PASSING OF RISK

11. Any agreed trade term shall be construed in accordance
    with the INCOTERMS® in force at the formation of the
    Contract.
    If no trade term has been specifically agreed, the delivery
    shall be Free Carrier (FCA) at the place of manufacture of
    the Product.
    If, in the case of delivery Free Carrier, the Supplier, at the
    request of the Purchaser, undertakes to send the Product
    to its destination, the risk will nevertheless pass to the
    Purchaser as soon as the Product is handed over to the first
    carrier.
    Partial delivery shall not be permitted, unless otherwise
    agreed In Writing.

TIME FOR DELIVERY. DELAY

12. If the parties, instead of specifying the date for delivery,
    have specified a period of time within which delivery shall
    take place, such period shall start to run as soon as the
    Contract is entered into and all agreed preconditions to be
    met by the Purchaser have been fulfilled, such as official
    formalities, payments due at the formation of the Contract
    and securities.
13. If the Supplier anticipates that he will not be able to deliver
    the Product at the time for delivery, he shall forthwith
    notify the Purchaser thereof In Writing, stating the reason
    and, if possible, the time when delivery can be expected.
    If the Supplier fails to give such notice, the Purchaser shall
    be entitled to compensation for any additional costs which
    he incurs and which he could have avoided had he received
    such notice.
14. If delay in delivery is caused by any of the circumstances
    mentioned in Clause 46, by an act or omission on the part
    of the Purchaser, including suspension under Clauses 22
    and 49, or any other circumstances attributable to the
    Purchaser, the Supplier shall be entitled to extend the time
    for delivery by a period which is necessary having regard to
    all the circumstances of the case. This provision shall apply
    regardless of whether the reason for the delay occurs
    before or after the agreed time for delivery.
15. If the Product is not delivered at the time for delivery, the
    Purchaser shall be entitled to liquidated damages from the
    date on which delivery should have taken place.
    The liquidated damages shall be payable at a rate of 0.5 per
    cent of the Contract Price for each commenced week of
    delay. The liquidated damages shall not exceed 7.5 per cent
    of the Contract Price.
    If only part of the Product is delayed, the liquidated
    damages shall be calculated on that part of the Contract
    Price which is attributable to such part of the Product as
    cannot in consequence of the delay be used as intended by
    the parties.
    The liquidated damages shall become due at the
    Purchaser’s demand In Writing but not before delivery has
    been completed or the Contract is terminated under Clause
16. The Purchaser shall forfeit his right to liquidated damages
    if he has not lodged a claim In Writing for such damages
    within six months after the time when delivery should have
    taken place.
    16. If the delay in delivery is such that the Purchaser is entitled
    to maximum liquidated damages under Clause 15 and if the
    Product is still not delivered, the Purchaser may In Writing
    demand delivery within a final reasonable period which
    shall not be less than one week.
    If the Supplier does not deliver within such final period and
    this is not due to any circumstances which are attributable
    to the Purchaser, then the Purchaser may by notice In
    Writing to the Supplier terminate the Contract in respect of
    such part of the Product as cannot in consequence of the
    Supplier’s failure to deliver be used as intended by the
    parties.
    If the Purchaser terminates the Contract he shall be entitled
    to compensation for the loss he suffers as a result of the
    Supplier’s delay, including any consequential and indirect
    loss. The total compensation, including the liquidated
    damages which are payable under Clause 15, shall not
    exceed 15 per cent of that part of the Contract Price which
    is attributable to the part of the Product in respect of which
    the Contract is terminated.
    The Purchaser shall also have the right to terminate the
    Contract by notice In Writing to the Supplier, if it is clear
    from the circumstances that there will occur a delay in
    delivery which, under Clause 15, would entitle the
    Purchaser to maximum liquidated damages. In case of
    termination for this reason, the Purchaser shall be entitled
    to maximum liquidated damages and compensation under
    the third paragraph of this clause.Liquidated damages under Clause 15 and termination of
    the Contract with limited compensation under Clause 16
    shall be the only remedies available to the Purchaser in case
    of delay on the part of the Supplier. All other claims against
    the Supplier based on such delay shall be excluded, except
    where the Supplier has been guilty of Gross Negligence.

17. If the Purchaser anticipates that he will be unable to accept
    delivery of the Product at the time for delivery, he shall
    forthwith notify the Supplier In Writing thereof, stating the
    reason and, if possible, the time when he will be able to
    accept delivery.
    If the Purchaser fails to accept delivery at the time for
    delivery for a reason which is not attributable to the
    Supplier, he shall nevertheless pay any part of the Contract
    Price which becomes due at the time for delivery, as if
    delivery had taken place at the time for delivery. The
    Supplier shall arrange for storage of the Product at the risk
    and expense of the Purchaser. The Supplier shall also, if the
    Purchaser so requires, insure the Product at the Purchaser’s
    expense.
18. Unless the Purchaser’s failure to accept delivery is due to
    any of the circumstances mentioned in Clause 46, the
    Supplier may by notice In Writing require the Purchaser to
    accept delivery within a final reasonable period.
    If, for a reason which is not attributable to the Supplier and
    not the result of any of the circumstances mentioned in
    Clause 46, the Purchaser fails to accept delivery within such
    period, the Supplier may by notice In Writing terminate the
    Contract in whole or in part. The Supplier shall then be
    entitled to compensation for the loss he suffers by reason
    of the Purchaser’s default, including any consequential and
    indirect loss. The compensation shall not exceed that part
    of the Contract Price which is attributable to that part of
    the Product in respect of which the Contract is terminated.
    PAYMENT
19. Payment shall be made within thirty days after the date of
    invoice.
    Unless otherwise agreed, the Contract Price shall be
    invoiced with one third at the formation of the Contract and
    the remaining part when the Product is delivered.
20. Whatever the means of payment used, payment shall not
    be deemed to have been effected before the Supplier’s
    account has been irrevocably credited for the amount due.
21. If the Purchaser fails to pay by the stipulated date, the
    Supplier shall be entitled to interest from the day on which
    payment was due and to compensation for recovery costs.
    The rate of interest shall be as agreed between the parties
    or otherwise 8 percentage points above the interest rate of
    the European Central Bank for the main refinancing
    operations (MRO). The compensation for recovery costs
    shall be 1 per cent of the amount for which interest for late
    payment becomes due.
    In case of late payment or in case the Purchaser fails to give
    an agreed security by the stipulated date the Supplier may,
    after having notified the Purchaser In Writing, suspend his
    performance of the Contract until he receives payment or,
    where appropriate, until the Purchaser gives the agreed
    security.
    If the Purchaser has not paid the amount due within three
    months the Supplier shall be entitled to terminate the
    Contract by notice In Writing to the Purchaser and, in
    addition to the interest and compensation for recovery
    costs according to this clause, to claim compensation for
    the costs and loss he incurs, including indirect and
    consequential loss.

RETENTION OF TITLE

23. The Product shall remain the property of the Supplier until
    paid for in full to the extent that such retention of title is
    valid under the relevant law.
    The Purchaser shall at the request of the Supplier assist him
    in taking any measures necessary to protect the Supplier’s
    title to the Product.
    The retention of title shall not affect the passing of risk
    under Clause 11.

LIABILITY FOR DEFECTS

24. The Product shall be in conformity with the Contract.
    Pursuant to the provisions of this clause and Clauses 25-44,
    the Supplier shall remedy any defect in or nonconformity of
    the Product (hereinafter termed defect) resulting from
    faulty design, materials or workmanship.
25. The Supplier shall not be liable for defects arising out of a
    design, materials or production methods provided,
    stipulated or specified by the Purchaser.
26. The Supplier shall only be liable for defects which appear
    under the conditions of operation provided for in the
    Contract and under proper use of the Product.
27. The Supplier shall not be liable for defects caused by
    circumstances which arise after the risk has passed to the
    Purchaser, e.g. defects due to faulty or incorrect
    installation, maintenance or repair, or to any alteration,
    carried out by the Purchaser or by a third party on behalf of
    the Purchaser. The Supplier shall neither be liable for
    normal wear and tear nor for deterioration.
28. The Supplier’s liability shall be limited to defects which
    appear within a period of one year from delivery. If the use
    of the Product exceeds that which is agreed, this period
    shall be reduced proportionately.
29. When a defect in a part of the Product has been remedied,
    the Supplier shall be liable for defects in the repaired part
    or in the part in replacement under the same terms and
    conditions as those applicable to the original Product for a
    period of one year. For the remaining parts of the Product,
    the period mentioned in Clause 28 shall be extended only
    by a period equal to the period during which and to the
    extent that the Product could not be used as a result of the
    defect.
    The Supplier shall not be liable for defects in any part of the
    Product for more than one year from the end of the liability
    period referred to in Clause 28 or from the end of any other
    liability period agreed upon by the parties.
30. The Purchaser shall without undue delay notify the
    Supplier In Writing of any defect which appears. The notice
    shall contain a description of the defect. Such notice shall
    under no circumstances be given later than two weeks after
    the expiry of the period given in Clause 28 or the extended
    period(s) under Clause 29, where applicable.
    If the Purchaser fails to notify the Supplier In Writing of a
    defect within the time limits set forth in the first paragraph
    of this clause, he shall lose his right to have the defect
    remedied and any other rights in respect of the defect.
    Where the defect is such that it may cause damage, the
    Purchaser shall immediately notify the Supplier In Writing.
    The Purchaser shall bear the risk of damage to the Product
    resulting from his failure so to notify. The Purchaser shall
    take reasonable measures to minimise damage and shall in
    that respect comply with instructions of the Supplier.
31. On receipt of the notice under Clause 30, the Supplier shall
    at his own cost remedy the defect without undue delay, as
    stipulated in Clauses 24-44. The time for remedial work
    shall be chosen in order not to interfere unnecessarily with
    the Purchaser’s activities.
    Remedial work shall be carried out at the place where the
    Product is located unless the Supplier deems it more
    appropriate that the Product is sent to him or a destination
    specified by him.
    If the defect can be remedied by replacement or repair of a
    defective part and if dismantling and re-installation of the
    part do not require special knowledge, the Supplier may
    demand that the defective part is sent to him or a
    destination specified by him. In such case the Supplier shall
    have fulfilled his obligations in respect of the defect when
    he delivers a duly repaired part or a part in replacement to
    the Purchaser.
32. The Purchaser shall at his own expense provide access to
    the Product and arrange for any intervention in equipment
    other than the Product, to the extent that this is necessary
    to remedy the defect.
33. Unless otherwise agreed, necessary transport of the
    Product or parts thereof to and from the Supplier in
    connection with the remedying of defects for which the
    Supplier is liable shall be at the risk and expense of the
    Supplier. The Purchaser shall follow the Supplier’s
    instructions regarding such transport.
34. Unless otherwise agreed, the Purchaser shall bear any
    additional costs which the Supplier incurs for remedying
    the defect caused by the Product being located in a place
    other than the place specified in the Contract for putting
    the Product into service, or if not specified, the place of
    delivery.
35. Defective parts which have been replaced shall be made
    available to the Supplier and shall be his property.
36. If the Purchaser has given such notice as mentioned in
    Clause 30 and no defect is found for which the Supplier is
    liable, the Supplier shall be entitled to compensation for
    the costs he incurs as a result of the notice.
37. If the Supplier does not fulfil his obligations under Clause 31
    or 43, the Purchaser may by notice In Writing fix a final
    reasonable period for completion of the Supplier’s
    obligations, which shall not be less than one week.
    If the Supplier fails to fulfil his obligations within such final
    period, the Purchaser may himself undertake or employ a
    third party to undertake necessary remedial work at the
    risk and expense of the Supplier, provided the Purchaser or
    third party does so in a professional manner.
    Where successful remedial work has been undertaken by
    the Purchaser or a third party, reimbursement by the
    Supplier of reasonable costs incurred by the Purchaser shall
    be in full settlement of the Supplier’s liabilities for the said
    defect.
38. Where the defect has not been successfully remedied, as
    stipulated under Clause 37,
    a) the Purchaser shall be entitled to a reduction of the
    Contract Price in proportion to the reduced value of
    the Product, provided that under no circumstances
    shall such reduction exceed 15 per cent of the Contract
    Price, or
    b) where the defect is so substantial as to significantly
    deprive the Purchaser of the benefit of the Contract as
    regards the Product or a substantial part of it, the
    Purchaser may terminate the Contract by notice In
    Writing to the Supplier in respect of such part of the
    Product as cannot in consequence of the defect be
    used as intended by the parties. The Purchaser shall
    then be entitled to compensation for any loss,
    including any consequential and indirect loss, up to a
    maximum of 15 per cent of that part of the Contract
    Price which is attributable to the part of the Product in
    respect of which the Contract is terminated.
39. Save as stipulated in Clauses 24-38, the Supplier shall not
    be liable for defects. In consequence, the Supplier shall not
    be liable for any other loss the defect may cause, including
    loss of production, loss of profit and other indirect loss. This
    limitation of the Supplier’s liability shall not apply if he has
    been guilty of Gross Negligence.

LIABILITY FOR INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS

40. Unless otherwise agreed, the Supplier shall, in accordance
    with this clause and Clauses 41 – 44 be liable towards the
    Purchaser for the Product infringing patents, copyrights or
    any other intellectual property rights of a third party in the
    Purchaser’s country. The Supplier shall in such case
    indemnify the Purchaser and hold the Purchaser harmless
    against claims of third parties, provided that such claims
    are confirmed as valid by a final award or a settlement
    approved by the Supplier. The Supplier shall however not
    be liable for the Purchaser’s loss of production, loss of
    profit, loss of use and loss of contracts, unless the Supplier
    has been guilty of Gross Negligence.
41. The Supplier shall have no liability for infringement of
    intellectual property rights arising out of:
    − the Product being used elsewhere than in the
    Purchaser’s country;
    − the Product being used otherwise than agreed or in a
    way the Supplier could not have foreseen;
    − the Product being used together with equipment or
    software not supplied by the Supplier, or
    − a design or construction stipulated or specified by the
    Purchaser.
42. The Supplier shall only be liable if the Purchaser notifies the
    Supplier In Writing without delay of any claim as referred to
    in Clause 40 which he receives and allows the Supplier to
    decide how the claim shall be dealt with.
    Defence against claims referred to in Clause 40 shall be for
    the Supplier’s account. The Supplier shall compensate the
    Purchaser for any amounts the latter is obliged to pay
    under a final award or a settlement approved by the
    Supplier.
43. Infringement of intellectual property rights shall, at the
    Supplier’s discretion, be remedied by:
    − providing the right for the Purchaser to use the
    Product,
    − adjusting the Product so that the infringement ceases,
    or
    − by replacing the Product with another product, which
    can be used without infringing applicable intellectual
    property rights.
44. If the Supplier fails to remedy the infringement in
    accordance with Clause 43 without undue delay, Clauses 37,
    38 and 39 shall apply.

ALLOCATION OF LIABILITY FOR DAMAGE
CAUSED BY THE PRODUCT

45. The Supplier shall not be liable for any damage to property
    caused by the Product after it has been delivered and whilst
    it is in the possession of the Purchaser. Nor shall the
    Supplier be liable for any damage to products
    manufactured by the Purchaser or to products of which the
    Purchaser’s products form a part.
    If the Supplier incurs liability towards any third party for
    such damage to property as described in the preceding
    paragraph, the Purchaser shall indemnify, defend and hold
    the Supplier harmless.
    If a claim for damage as described in this clause is lodged
    by a third party against one of the parties, the latter party
    shall forthwith inform the other party thereof In Writing.
    The Supplier and the Purchaser shall be mutually obliged to
    let themselves be summoned to the court or arbitral
    tribunal examining claims for damages lodged against one
    of them on the basis of damage allegedly caused by the
    Product. The liability between the Supplier and the
    Purchaser shall however be settled in accordance with
    Clause 51.
    The limitation of the Supplier’s liability in the first
    paragraph of this clause shall not apply where the Supplier
    has been guilty of Gross Negligence.

FORCE MAJEURE

46. Either party shall be entitled to suspend performance of his
    obligations under the Contract to the extent that such
    performance is impeded or made unreasonably onerous by
    force majeure, meaning any of the following
    circumstances: industrial disputes and any circumstance
    beyond the control of the parties such as fire, war,
    extensive military mobilization, insurrection, requisition,
    seizure, embargo, restrictions in the use of power, currency
    and import or export restrictions, epidemics, natural
    disasters, extreme natural events, terrorist acts and defects
    or delays in deliveries by sub-contractors caused by any
    such circumstance referred to in this clause.
    A circumstance referred to in this clause whether occurring
    prior to or after the formation of the Contract shall give a
    right to suspension only if its effect on the performance of
    the Contract could not be foreseen at the time of the
    formation of the Contract.
47. The party claiming to be affected by force majeure shall
    notify the other party In Writing without delay on the
    intervention and on the cessation of such circumstance. If a
    party fails to give such notice, the other party shall be
    entitled to compensation for any additional costs which he
    incurs and which he could have avoided had he received
    such notice.
    If force majeure prevents the Purchaser from fulfilling his
    obligations, he shall compensate the Supplier for costs
    which the Supplier incurs in storing, securing and
    protecting the Product and avoiding unreasonable
    interference with his other activities.
48. Regardless of what might otherwise follow from these
    General Conditions, either party shall be entitled to
    terminate the Contract by notice In Writing to the other
    party if performance of the Contract is suspended under
    Clause 46 for more than six months.

ANTICIPATED NON-PERFORMANCE

49. Each party shall be entitled to suspend the performance of
    his obligations under the Contract, where it is clear from
    the circumstances that the other party is not going to
    perform his obligations. A party suspending his
    performance of the Contract shall forthwith notify the
    other party thereof In Writing.

CONSEQUENTIAL LOSSES

50. Save as otherwise stated in these General Conditions or in
    case of Gross Negligence there shall be no liability for either
    party towards the other party for loss of production, loss of
    profit, loss of use, loss of contracts and for any other
    consequential or indirect loss whatsoever, whether the loss
    was foreseeable or not.

DISPUTES AND APPLICABLE LAW

51. All disputes arising out of or in connection with the
    Contract shall be finally settled under the Rules of
    Arbitration of the International Chamber of Commerce by
    one or more arbitrators appointed in accordance with the
    said Rules.
52. The Contract shall be governed by the substantive law of
    the Supplier’s country.

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