GENERAL CONDITIONS BbyB BVBA

Article 1: Acceptance of the General Sales Conditions.

All commercial transactions between BbyB and the client shall be governed by these General Conditions. Unless otherwise provided in express, written special conditions, all contractual relations between BbyB and the purchaser shall be governed exclusively by these General Conditions, to the exclusion of the purchaser's general and/or special conditions, even if said terms and conditions should state that they are the only conditions that shall apply. Should one or more of the provisions of these General Conditions be declared null and void, this shall not have any impact on the validity of the other clauses. BbyB reserves the right to amend the provisions of these General Conditions at any time.

Article 2: Orders.

Every order placed with BbyB is final and irrevocably binds the purchaser. In principle, orders validated through a payment order can not be canceled due to the fact that products are custom assembled for each order. Each and every order implies acceptance of these General Sales Conditions by the purchaser, which thereby confirms that it is aware of and accepts same.

Article 3: Prices.

The BbyB price lists that apply shall be those in force on the date of delivery to the purchaser. The prices indicated for the goods offered are purely indicative. Any offer regarding an order shall not automatically apply to subsequent orders. BbyB prices in Belgium are exclusive of VAT and delivery, carriage, insurance and administrative costs, unless other otherwise stated. BbyB reserves the right, within the legal limits and for the duration of the contract, to adapt its prices to take account of changes in its fixed and/or variable costs in accordance with the structure thereof (raw materials, salaries, energy, changes in the law and safety measures).

Article 4: Delivery – Transfer of risk – Transport.

Delivery times indicated by BbyB are purely indicative. Tardy delivery may never give rise to any claims for damages of any kind whatsoever or to the cancellation of the order. Deliveries shall take place at the BbyB factory unless otherwise stated on the invoice. Any costs incurred with regard to the reception of the goods shall be borne by the client. The full risk with regard to the goods shall also be transferred to the purchaser at that moment. Should the purchaser refuse delivery, BbyB shall have the right to demand payment of transport and storage costs, as well as any other expenses and damages caused by said refusal. In the event of delivery to the client's premises, the goods are always carried at the client's risk. Tardy delivery may never give rise to the payment of penalties, compensation, subrogation or dissolution of the contract at BbyB’s expense. Previously agreed delivery times shall lapse in the event any changes to an order.

Article 5: Complaints.

Complaints about visible shortcomings must, upon pain of lapsing on the day of delivery, be brought to BbyB's attention by fax or e-mail and confirmed by registered letter. Complaints about hidden defects must, upon pain of lapsing, be brought to the BbyB's attention at most two days after their discovery by the purchaser by fax or e-mail and confirmed by registered letter. Complaints shall not give the buyer the right not to respect its payment obligations. All warranty claims shall moreover lapse in the event of any processing of or changes to the purchased goods by the client or by third parties or any abnormal or atypical use or resale.

Article 6: Force majeure.

In the event of force majeure, BbyB may either suspend the execution of the contract or terminate the contract, entirely or partially, with immediate effect and without any compensation. The following shall i.a. be deemed to constitute force majeure: a strike, lock-out, adverse weather conditions, machinery breakdowns, fire as well as any shortcomings on the part of suppliers or sub-contractors. Force majeure shall generally be deemed to be any situation giving rise to circumstances that are beyond the control of BbyB by virtue of which the normal execution of the agreement by BbyB is prevented or requires disproportionate efforts.

Article 7: Payment.

All invoices are due and payable on the due date stated on the invoice. The purchaser may not under any circumstances invoke a "right of set-off". Non-payment of an invoice on its due date shall give rise to immediate payment, without prior notice, of late payment interest of 1% per month begun and flat-rate compensation of 10% of the invoiced amount with a minimum of EUR 50 EUR per outstanding invoice, notwithstanding BbyB's right to demand payment for actual damages suffered. Non-payment of an invoice on its due date shall give BbyB the right to suspend deliveries until any outstanding amount has been paid in full. The same shall apply in the event of any imminent bankruptcy, judicial or amicable dissolution, request for a judicial arrangement with creditors, payment moratorium, as well as any other fact implying the insolvency of the client. Should the client, irrespective of the reasons, remain in default with regard to its contractual payment obligations, BbyB shall retain the right to dissolve the contract by simple registered letter addressed to the client without cost or prior notice of default or judicial involvement.

Article 8: Liability.

BbyB may never be held liable for any indirect damages (including loss of profit, loss of turnover, increased costs, etc.) caused by any contractual or non-contractual error on the part of BbyB. BbyB's liability shall, other than in the case of a wilful act, furthermore, be limited to the replacement of any defective goods or reimbursement thereof and may not be held liable for any further payment of compensation.

Article 9: Retention of title.

The goods shall remain the property of BbyB until they have been fully paid for by the purchaser. BbyB reserves the right to recover the goods from wherever they may be.

Article 10: Copyright.

Save the exceptions provided for under law, no plans, documents, forms, posters, designs, web sites, etc. created entirely or partially by BbyB may be reproduced, translated, adapted or stored in any form or any manner; nor may the contents thereof be communicated or released either entirely or partially to the public in any form or manner without the prior written consent of BbyB. Failure to respect this obligation shall render the client immediately liable, and without prior notice, for payment of a penalty of EUR 5,000 per breach to BbyB, notwithstanding the latter's right to claim additional damages.

Article 11: Privacy and client's personal data.

BbyB may store personal data supplied by the client in a computer database. Such data may be used for the purpose of information and promotion campaigns related to services and/or products offered by BbyB within the contractual relationship between the client and BbyB. BbyB may exchange said data with affiliated companies. The client may, free of charge, request that its data be communicated or rectified. If the client does not wish to receive any more commercial information from BbyB, it must inform BbyB to that effect.

Article 12: Applicable law – Competence.

Belgian law shall apply. In the event of a dispute, the Antwerp courts alone shall be competent.