These general conditions, which the Buyer acknowledges having accepted, are the only ones applicable, to the exclusion of all others, to any sale concluded by S.R.L. G.W., registered with the Crossroads Bank for Enterprises under the number BCE 0675.408.129 (hereinafter G.W.), 15 rue des Minimes in 1000 Brussels – Belgium, subject to special conditions mentioned on the front of the invoice or order form, provided that they have been expressly accepted in writing by G.W.

1. The Buyer certifies the truthfulness of the information provided regarding their identity and certifies the lawful origin of the funds used for the payment of the price.

2. Any delivery deadlines are given purely as an indication and do not bind G.W.

3. The Buyer is required to carefully inspect the items before the conclusion of the sale, and, if necessary, have them examined by an expert. No claim or complaint of any kind will be accepted after the conclusion of the sale, and even less after delivery. The Buyer also releases G.W. from the warranty for hidden and apparent defects.

4. All invoices from G.W. are payable in full at the date of the invoice, unless otherwise expressly stipulated.

5. In the event of non-payment within the prescribed deadlines, G.W. will be entitled, from the due date, and without prior notice of default, to charge a late fee of 1% per month on the invoice amount, with any started month being counted. Additionally, a flat-rate contractual increase of 10% of the outstanding sums, with a minimum of 100€ per item, will be due by the Buyer, without prejudice to any judicial fees and expenses or full compensation for any damage incurred if G.W. can justify a greater damage.

6. Unless the sale is conducted at a distance to a consumer, orders placed by the Buyer and sales concluded are irrevocable and cannot be canceled. There is no right of withdrawal. In case, by way of exception to this principle of irrevocability, G.W. agrees to the cancellation of a sale or order, the cancellation fee payable to G.W. by the Buyer is set at a flat rate of 50% of the price, without prejudice to G.W.’s right to seek full compensation for its damages if it can be demonstrated that a higher damage exists. In the case of a sale at a distance to a consumer, the consumer benefits, in accordance with legal provisions (articles VI.47 and following of the Economic Law Code), from a 14-day right of withdrawal starting from the delivery of the goods.

7. Even after delivery, the sold goods remain the property of G.W. until full payment is made, by way of derogation from the provisions of article 1583 of the former Civil Code. This means that the sale will not be perfected and ownership of the goods will only transfer after the full payment of the sale price, including any interest, fees, and contractual increases. As long as full payment has not been made, the Buyer is not authorized to pledge, dispose of, sell, use as security, or encumber the sold goods in any way, in the broadest sense of these terms. In case of non-payment at the due date, the Buyer is required, upon the first notice, to return the delivered goods to G.W. The return must take place at G.W.’s premises and at the Buyer’s expense. If the goods are not returned within 24 hours of the notice, the goods will be considered to have been made available to G.W., which can take possession of them and substitute a carrier at the Buyer’s expense.

8. Unless specific deadlines have been expressly agreed in writing, the sold goods must be collected, after payment, at the latest within 15 days of their availability to the Buyer. In the event of non-payment or non-collection within these deadlines, G.W. will be entitled, without prior notice, and at its discretion, either to pursue the execution of the sale or to consider the sale as automatically rescinded. In the first case, the goods will be stored for the Buyer’s account, at their risk and expense, either at G.W.’s premises or with third parties. G.W. will charge the Buyer, in addition to the sale price, all costs arising from this storage measure (with a minimum of 50 Euros per day, without prejudice to G.W.’s right to establish higher actual costs). In the second case, article 6 of these general conditions will apply, and the Buyer will owe a flat-rate and non-reducible termination fee equal to 50% of the sale price, unless a greater damage can be proven.

9. G.W. also reserves the right to consider the agreement as automatically rescinded, without prior notice, in the event of bankruptcy, obvious insolvency, or any modification in the Buyer’s legal situation.

10. Unless otherwise expressly agreed in writing, the items are sold by G.W. and delivered at G.W.’s premises, and are legally in commerce in Belgium. If they are transported in Belgium or abroad, it is at the Buyer’s risk and expense, and they bear all legal consequences, taxes, charges, and customs formalities or others arising from their decision to export them outside of Belgium or the European Union. If G.W. intervenes, it acts solely as the Buyer’s agent in the transport. Transport costs and others, unless otherwise stipulated, are borne or charged to the Buyer.

11. The description of the item sold by G.W. is binding between the parties. Information about the origin or history of the item comes from the seller from whom G.W. acquired the item. Such information, even if it appears on the order form, invoice, or any other document related to the sale, is purely informative, is not part of the description, and is only part of the contract if it has been expressly and formally agreed between the parties in the special conditions listed on the order form or invoice. Likewise, no additional document other than those expressly mentioned in the invoice or contractual documents can be required by the Buyer, unless expressly agreed by the parties in the special conditions included in the contract, order form, or invoice. In any case, and without prejudice to the application of article 3, no dispute related to the description of the item, whatever the basis, will be considered if the dispute stems from scientific methods or opinions that were not available or easily accessible at the time of the sale without risking damage to the item, and in no case later than six months after the sale.

12. In case of a dispute, Belgian law will be exclusively applicable, and the courts of Brussels, ruling in French, will have exclusive jurisdiction.