General Terms and Conditions of Wattify BV
BE0777.610.990 Kriephoekstraat 25 9230 Wetteren, Belgium

Article 1: Definitions

In these terms and conditions of delivery, the following definitions shall apply:

• A. Client: the natural or legal person who has commissioned the contractor to perform services or deliver goods, respectively.

• B. Contractor: Wattify BV

Article 2: General

• 1. These terms and conditions apply to the creation, content and performance of all agreements between the client and the contractor.

• 2. General (purchase) conditions of the client shall only apply if it is expressly agreed in writing that they apply to the agreement between the parties to the exclusion of these delivery terms and conditions.

• 3. The contractor shall make every effort to perform the services commissioned by him according to the requirements of good workmanship.

• 4. This obligation of effort does not guarantee that the intended result will be achieved.

Article 3: Quotations, offers

• 1. The mere submission of a quotation, budget, pre-calculation or similar communication, whether or not designated as an offer, does not oblige the contractor to enter into an agreement with the client.

• 2. Offers of the contractor are always without obligation and can only be accepted without deviations. An offer shall in any case be deemed rejected if not accepted within one month.

Article 4: Cancellation

• In the event that the client cancels an agreement, he is obliged to compensate the contractor for the damage resulting from this. This damage shall include the losses and loss of profit suffered by the contractor and in any case the costs already incurred by the contractor in preparation, including, inter alia, those of reserved capacity, purchased materials and contracted services. These losses shall be determined at a minimum of 35% of the tender price.

Article 5: Prices

• 1. All prices quoted are exclusive of sales tax (VAT) and other levies imposed by the government.

• 2. The price quoted by the contractor for the performance he has carried out applies exclusively to the performance in accordance with the agreed specifications.

• 3. In the case of compound offers, there is no obligation to perform part of the total performance at the amount stated for this part in the offer or at a proportionate part of the price stated for the whole.

Article 6: Fee or price changes

• 1. The contractor shall be entitled to increase the agreed fee or price if one or more of the following circumstances occurs after the conclusion of the agreement: increase in the cost of services necessary for the execution of the agreement, increase in shipping costs, in wages, in employer's social insurance costs, in the costs associated with other conditions of employment, introduction of new and increase in existing government levies on inter alia energy or a significant change in currency relations or in general circumstances similar to the above.

• 2. The contractor shall be entitled to increase the agreed fee or price or be obliged to decrease the fee or price, respectively, if the client makes changes to the originally agreed specifications. The contractor shall cooperate with these changes within reasonable limits, provided that the content of the performance to be carried out by him does not essentially deviate from the originally agreed performance.

Article 7: Payment term

• 1. Unless otherwise agreed, the client shall pay the price and other amounts due under the agreement within 15 days of the invoice date, without being able to invoke any discount, set-off or suspension.

• 2. In the event of late payment, the client shall be in default without notice of default being required from the contractor.

• 3. The contractor shall be entitled to request the client to make an advance payment for the order(s) to be performed by the contractor within a payment period set by the contractor.

• 4. If the client fails to pay on time as referred to in paragraph 1 of this article, he shall be liable for late payment interest of 10% per annum from the invoice date on account of the delay in payment of the amount due by him. The contractor shall be entitled to charge a twelfth part of this interest for each month or part of such month in which the principal has not fully complied with his obligation to pay.

• 5. Without prejudice to the interest mentioned in the preceding paragraph, the contractor shall, in case of late payment, be entitled to lump-sum compensation for, inter alia, impairment of his financial management equal to 10% with a minimum of € 250.00 of the unpaid amount, again without prior notice of default being necessary.

• 6. If the client fails to pay in time as referred to in paragraph 1 of this article, assignments and/or deliveries following the unpaid invoice, regardless of any contractual obligation, may be cancelled by the contractor without prior notice and without any possibility of compensation for the client.

Article 8: Content and modification of the agreement

• The client bears the risk of misunderstandings regarding the content and implementation of the agreement if these are caused by specifications or other communications not received by the contractor or not received correctly, on time or in full, or made orally or by a person designated by the client for that purpose or transmitted by any technical means such as telephone, fax and similar transmission media.

Article 9: Copyrights, etc.

• 1. The principal guarantees the contractor that the performance of the agreement and in particular the reproduction or publication of the goods received from the principal such as copy, typesetting, models, drawings, photographic recordings, lithographs, films, data carriers, computer software, data files, etc. do not infringe any rights that third parties may enforce under the Copyright Act 1912 or other national supranational or international regulations in the area of copyright or industrial property law or the law relating to torts. The client indemnifies the contractor both in and out of court for all claims that third parties may enforce by virtue of the aforementioned law or regulations.

• 2. If with regard to the correctness of the rights claimed by third parties as referred to in section 1 of this article, reasonable doubt arises or continues to exist, the commissionee shall be entitled but not obliged to suspend the performance of the agreement until such time as it has been irrevocably established in a court of law that the commissionee, by performing the agreement, is not infringing these rights. Thereafter, the contractor shall still perform the agreement within a reasonable period of time.

• 3. Unless expressly agreed otherwise in writing, the contractor shall always remain the party entitled to the copyright that may arise on the works produced by him in the performance of the agreement, such as data carriers, computer software, data files, even if the work in question is stated as a separate item in the offer or on the invoice.

• 4. After the performance of the agreement by the contractor, the client acquires the non-exclusive right to use the works produced by the agreement within the meaning of the Copyright Act1912. The equally referred to right of use is limited to the right of normal use of the delivered goods.

Article 10: Force majeure

• 1. Shortcomings of the contractor in the performance of the agreement cannot be attributed to him if they are not due to his fault, nor are they for his account by virtue of the law, the agreement or generally accepted practice.

• 2. Shortcomings of the contractor in the performance of the agreement as a result of war, mobilization, riots, floods, closed shipping, other obstructions in transport, stagnation in respectively restriction or cessation of supply by public utility companies, lack of coal, gas, petroleum products or other means for the generation of energy, fire, breakdown of machinery and other accidents, strikes, lockouts, actions by trade unions, export restrictions, other government measures, non-delivery of necessary materials and semi-finished products by third parties, deliberate or grossly negligent acts or omissions of auxiliary persons and other similar circumstances shall be deemed not to be attributable to Contractor and shall not entitle Client to rescind the Agreement or to claim damages.

Article 11: Liability

• 1. The contractor's liability under the agreement with the client is limited to such an amount as, according to standards of reasonableness and fairness, is in proportion to the agreed price.

• 2. If the contractor is held liable by a third party in respect of any damage for which he is not liable under the agreement with the principal or these terms of delivery, the principal shall fully indemnify him in this respect and compensate the contractor for everything he is required to pay to such third party.

Article 12: Extensions

• Any item or service mentioned on the invoice with a start and/or end date or period stipulation is automatically tacitly renewed for the same term as where it was originally invoiced, unless insofar as one of the parties sends a written notice at least three (3) months prior to the expiry of term, expressing its will not to renew the specific invoice line.

Article 13: Disputes

• All disputes that may arise as a result of the agreement between the client and the contractor or further agreements entered into between them, shall be tried exclusively by the court with territorial jurisdiction over the contractor's registered office.

Article 14: Applicable law

• The agreement between the assignee and the assignor shall be governed by Belgian law.