1/ General conditions

In the absence of any written agreement stipulating otherwise, these General Terms and Conditions of Sale shall fully apply to all offers and quotations drawn by EXTREMIS NV (Couthoflaan 20B, 8972 Poperinge, 0434.625.128 – hereafter “EXTREMIS”), to all agreements between EXTREMIS and her customer (“Customer”) and to all invoices of EXTREMIS.

In the event of contradiction between these General Terms and Conditions of Sale and any seperate written agreement between EXTREMIS and the Customer, the stipulations of the written agreement shall prevail.

By placing an order, the buyer accepts the General Terms and Conditions of Sale of EXTREMIS mentioned below without reservations.

2/ Offers - Conclusion of the contract –Withdrawal

2.1 The description of the product is in accordance with the applicable legislation. The dimensions, characteristics and other data concerning the goods offered for sale are stated for informative purposes only and can be consulted as such on the website of EXTREMIS.

Orders shall only become final if accepted in writing by EXTREMIS or if delivered by EXTREMIS.

2.2 Right of withdrawal 
Except for goods manufactured to the specification or design of the Customer, the Customer has a period of 14 days to withdraw from the contract without giving any reason.

The withdrawal period will expire after 14 days from the day on which the Customer acquires, or a third party other than the carrier and indicated by the Customer acquires, physical possession of the (last) goods or the last lot or piece.

To exercise the right of withdrawal, the Customer must inform EXTREMIS (Couthoflaan 20b, 8972 Proven, Belgium / 0032 57 34 60 20 / 0032 57 34 60 29 / info@extremis.be) of its decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). The Customer may use the attached model withdrawal form, but it is not obligatory. The Customer can also electronically fill in and submit the model withdrawal form or any other unequivocal statement on our website www.extremis.com. If the Customer uses this option, EXTREMIS will communicate to the Customer an acknowledgement of receipt of such a withdrawal on a durable medium (e.g. by e-mail) without delay.

To meet the withdrawal deadline, it is sufficient for the Customer to send the communication concerning its exercise of the right of withdrawal before the withdrawal period has expired.

2.3 Effects of withdrawal
If the Customer withdraws from this contract, EXTREMIS shall reimburse to the Customer all payments received from the Customer, including the costs of delivery (with the exception of the supplementary costs resulting from the Customer’s choice of a type of delivery other than the least expensive type of standard delivery offered by EXTREMIS), without undue delay and in any event not later than 14 days from the day on which EXTREMIS is informed about the Customer’s decision to withdraw from this contract. EXTREMIS will carry out such reimbursement using the same means of payment as the Customer used for the initial transaction, unless the Customer has expressly agreed otherwise; in any event, the Customer will not incur any fees as a result of such reimbursement.

EXTREMIS may withhold reimbursement until EXTREMIS has received the goods back or the Customer has supplied evidence of having sent back the goods, whichever is the earliest.

The Customer shall send back the goods or hand them over to EXTREMIS, Couthoflaan 20b, 8972 Proven, Belgium, without undue delay and in any event not later than 14 days from the day on which the Customer communicates its withdrawal from this contract to EXTREMIS. The deadline is met if the Customer sends back the goods before the period of 14 days has expired.

The Customer will have to bear the direct cost of returning the goods. The cost is estimated at a maximum of approximately 25 EUR.

The Customer is only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods

3/ Prices

The prices shall be determined in EUR. The stated price is fixed and all inclusive, unless an explicit reservation is made with regard to supplements and notwithstanding article 4.

If VAT rates change prior to delivery, the overall price shall be adapted accordingly. The net price excluding VAT is equal to the sales price including VAT minus the dealer discount.

4/ Delivery

4.1 The delivery terms and periods are stated by way of indication only. When a delivery term or period has been agreed upon, the Customer will have to give EXTREMIS a written notice of default after exceeding a delivery term or period. EXTREMIS will be given a set time limit of two months after receipt of this notice of default to meet with its obligations. When EXTREMIS doesn’t fulfill the delivery of the ordered goods within the above-mentioned period of two months, the Customer will have the right to dissolve the contract with immediate effect, ipso iure, without notice of default and without EXTREMIS having any right to compensation of damages. In the event of dissolution of the contract as referred to above, the Customer will be entitled to a lump-sum compensation of 1% of the value of the ordered goods, without prejudice to the right to further damages on proof of the damage actually incurred.

4.2 The Customer is obliged to take receipt of the goods at the agreed place and time. If, at the Customer’s request, changes are made to the delivery date, circumstances and/or address or if the customer provides us with incorrect information in this regard, EXTREMIS shall be entitled to pass on the price increase and the extra costs due to the incorrect information to the Customer.

4.3 All goods shall be supplied subject to retention of title until the Customer has completely fulfilled all his obligations towards EXTREMIS. The Customer is liable for any damage caused to the delivered goods of which EXTREMIS retains the right of ownership under the present article. The Customer is not entitled to use the goods subject to retention of title as security or to alienate them in any way. The Customer hereby acknowledges explicitly that he has taken cognizance of said retention of title before the delivery of the goods. The Customer is obliged to take due care of the goods subject to retention of title and shall store and keep them in a perfect state at a suitable and clean place.

4.4 Notwithstanding the retention of title, the risk shall pass to the Customer as of the delivery date.

4.5 Delivery can only take place when the Customer has complied with all his contractual obligations towards EXTREMIS, including timely payment of previous deliveries. EXTREMIS is entitled by law and without any notice of default to postpone or even cancel the delivery of current or future orders untill full payment of outstanding invoices.

5/ Complaints

5.1 EXTREMIS cannot be held liable for minor variations with regard to construction, size, weight, colour, design or any other quality, quantity or model related issues that do not cause the Customer any damage. The materials, finishing or design are subject to change without prior notice.

EXTREMIS cannot be held liable for manifest errors of fact and printing errors.

5.2 Damage due to transport of shortage that is reasonably detectable by the Customer at the time of the delivery, must, under penalty of nullity, be notified to EXTREMIS at the time of delivery. This notification must contain a detailed description of the damage or shortage. Variations inherent to the material used shall not constitute ground for complaint.

5.3 Every complaint resulting from a lack of conformity existing at the time of delivery of the goods becoming apparent within a period of two years as from delivery of the goods has to be notified to EXTREMIS by registered post and has to be sent at the latest to EXTREMIS at the latest two months after the notification of the defect under penalty of inadmissability. This notification must contain a detailed description of the non-conformity or visible defect.

5.4 In case of an admissible and justified complaint concerning defects of the delivered goods, the Customer can either choose between the replacement or repair of the goods, or the claim of adequate reduction of the price or dissolution of the agreement. EXTREMIS always has the right to suggest another way of compensation to the Customer.

6/ Liability

6.1 EXTREMIS (or its appointed functionaries, representatives or employees) shall only be liable for damage caused by the defectiveness of the goods produced and supplied by it or damage caused due to the execution of this order, if and insofar as that damage has been caused by its fraud, intentional error, its deceit or gross negligence. For other defects EXTREMIS (or its appointed functionaries, representatives or employees) shall not be liable.

As far as EXTREMIS depends on the cooperation, services or deliveries of third parties to fulfill its obligations, EXTREMIS cannot be held liable for any damage resulting from their fault, including fraud, deceit, intentional error and/or gross negligence.

In the event EXTREMIS is held liable for any damage the liability shall be limited to a maximum of the invoice value of the Customer’s order, i.e. to that part of the order to which the liability applies. If the damage is covered by an insurance policy, the liability of EXTREMIS shall in all cases always be limited to the amount that is actually paid by the insurer. EXTREMIS shall only be liable for direct damage. EXTREMIS shall never be liable for indirect damage, including, without limitation, consequential damage, loss of profits, missed savings and damage to third parties.

The Customer is exclusively responsible for the appropriate, safe and legal use of the delivered goods.

6.2 EXTREMIS can under no circumstances be held liable for the – partial or complete, temporary or permanent - non-performance of an agreement in case of force majeure that hinders the proper performance of the agreement or renders it impossible, even if these circumstances were forseeable at the time of closure of the agreement. Force majeure is understood to mean every event or circumstance beyond the control of EXTREMIS, such as risk of war, terrorism, general or partial strike (also at the suppliers of EXTREMIS), general or partial lock-out, weather or traffic conditions (including road works and traffic jams), governmental decisions, contagious diseases, operational accidents, fire, power failure, machine failure, as well as delivery failures by the suppliers of EXTREMIS and bankruptcy of the suppliers of EXTREMIS. EXTREMIS shall not be obliged to prove the imputable and unforeseen character of the circumstances constituting force majeure.

7/ Payment

7.1 Unless objected to by registered mail, every invoice will be considered accepted within eight days from the issue date.

7.2 If the customer is a “consumer” within the meaning of Article I 1, 2° of the Economic Law Code, invoices are payable within 15 calendar days after sending. If this does not occur, a first reminder will be sent to the buyer at no cost. If payment does not take place within 14 calendar days from either the 3rd working day after the sending of the aforementioned first reminder, or the calendar day following the date of the reminder sent electronically, the unpaid amounts will be increased by:
1. An interest for late payment in accordance with the interest rate determined in the Law of 2 August 2002 concerning combating late payment in commercial transactions, calculated in proportion to the number of days of late payment from the calendar day following the date of dispatch of the aforementioned free reminder to the consumer;
2. As well as a lump sum compensation equal to:

• For each debt up to and including 150 euros: 20 euros;
• For each debt between 150.01 euros and 500 euros: 30 euros increased by 10% of the amount due on the portion between 150.01 and 500 euros;
• For each debt exceeding 500 euros: 65 euros increased by 5% of the amount due on the portion exceeding 500 euros, with a maximum of 2,000 euros.

7.3 If EXTREMIS doubts the Customer’s creditworthiness due to judicial decisions against the Customer and/or demonstrable other events that make the suitable execution of the commitments questionable and/or impossible, EXTREMIS shall reserve the right to demand prior payment for deliveries that are still to be made or to demand (other) appropriate sureties from the Customer. If the Customer does not agree to this, EXTREMIS shall be entitled to cancel the entire order or parte terof, even if all the goods or part thereof were already sent or delivered, without prejudice to the right of EXTREMIS to compensation for damages.

7.4 Non-payment of one invoice on the due date shall make the balance of all other, even the invoices not yet due, immediately payable, ipso jure and without prior notice of default.

In the event of non compliance with the payment conditions EXTREMIS reserves the right to unilaterally suspend the execution of all other agreements with regard to the contractual relationship between the parties, without prior notice of default and without compensation.

8/ Termination

If the Customer does not comply with one or more of his obligations despite a written notice including a period of 8 working days to fullfill its obligations and/or if all or part of his assets are confiscated, EXTREMIS is entitled to either demand the execution of the agreement or to terminate the agreement with immediate effect ipso jure without any notice of default nor compensation being required.

In case of termination of the agreement as stipulated above will make all invoices immediately payable ipso jure and without any notice of default being required.

In this case EXTREMIS shall be entitled to a lump-sum compensation for damages equalling 30% of the purchase price excluding VAT, without any prejudice to the right of EXTREMIS to claim higher compensation for the actual damage which it proves to have suffered and to claim restitution of the goods which have already been deliverd.

9/ Applicable law and jurisdiction

Any dispute arising from or related to an agreement to which the present General Terms and Conditions of sale apply, or arising from or related to agreements concluded at a later date resulting from said agreement, shall exclusively be governed by Belgian law.

All disputes between the Customer and EXTREMIS about the validity, interpretation or implementation of agreements concluded with EXTREMIS fall under the exclusive jurisdiction of the competent court of Ypres or the competent courts of residence of the Customer, at Extremis’ choice.

10/ Other provisions

In the event one or more provisions of the General Terms and Conditions of Sale would be unvalid or being set aside by a court of law, the other provisions shall remain fully in force. In such case EXTREMIS and the customer will negotiate in good faith to replace the unvalid or unenforceable provision by a valid and enforceable provision that approximates the purpose and intent of the original provision to the extent possible.