General Terms and Conditions of Sale and Delivery of the company BEA s.a.

(English translation; the original French text of the General Terms and Conditions is binding in all respects. In the event of any divergence between the English, German and the French text, the French text shall govern exclusively.)

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Article 1: Content, entering into agreement and interpretation of commercial terms

1.1. The present General Terms and Conditions of Sale and Delivery govern all contractual obligations between BEA and Buyer (agreements, deliveries, services, offers, etc.) for the entire duration of the business relations. In his relationship with BEA, Buyer accepts the present General Terms and Conditions with his order and expressly waives the application of his own General Terms and Conditions, even in case they are established subsequently to the present General Terms and Conditions. Any derogation to these General Terms and Conditions shall, in order to be valid, be agreed upon expressly, in writing and signed by BEA. BEA’s General Terms and Conditions shall apply even in case BEA delivered without reservation the Products to Buyer with knowledge of inconsistent or different General Terms and Conditions.

1.2. Oral agreements or agreements by phone need written confirmation by BEA in order to be valid. Orders, contracts and commitments are only binding for BEA if they have been confirmed in writing by BEA.

1.3. The interpretation of commercial clauses shall be done according to the commercial usage in Liège and to the « Incoterms » of the International Chamber of Commerce in their present version.

Article 2: Offers and specifications

2.1. All offers made by BEA are free and without commitment. They will only be binding after an explicit written confirmation given by BEA with indication of a validity period.

2.2. Unless explicitly otherwise provided in the contract agreed upon by Parties, all information about weight, dimension, capacity, prices, efficiency and any other information to be contained in catalogues, brochures, newsletters, advertisements, price lists, and websites are indicative.

2.3. BEA reserves the right to make modifications on the Products at every moment and without notice without however changing the specifications of the Product. BEA also reserves the right to make modifications on the Products at any moment and without notice if these modifications are useful or necessary with respect to the provisions in force applicable to Products.

Article 3: Prices

3.1. All prices by BEA are indicative prices and without commitment. BEA reserves the right to review prices before acceptance of the order.

3.2. Unless otherwise provided in writing, all prices are considered « ex-works » and are established in EURO.

3.3. BEA’s prices do include neither charges nor taxes. The latter are to be paid by Buyer according to the legislation applicable at the moment of invoicing.

3.4. If the purchase contract is drafted in a foreign currency, a price review clause will be applied and BEA reserves the right to review the prices on a pro rata basis of the official exchange rate between EURO and the foreign currency of the offer at the moment of delivery.

3.5. Every special packaging requested by Buyer will be charged to him.

Article 4: Payment procedures

4.1. Invoices issued by BEA are payable upon receipt at the registered office of BEA, unless otherwise provided on the invoice.

Legally due V.A.T. at the time of the issuance of the invoice is to be supported by Buyer.

4.2. Payments shall be done in EURO and by transfer on the bank account (IBAN : BE18 3400 2949 0765, BIC : BBRUBEBB).

4.3. BEA is not obliged to accept checks or bills of exchanges. If BEA exceptionally accepts bills of exchanges or (certified) bank checks, this acceptance happens provided BEA will be credited with the total amount.

4.4. The payments by instalments made by Buyer are to be charged against the price of the order and constitute in no circumstances a deposit the surrender of which would authorize the parties to free themselves from the agreement.

4.5. Any payment made to representatives or employees of BEA is only in full discharge provided prior express agreement by BEA.

4.6. Any claim with regard to an invoice shall be done by registered mail within eight days after receipt of the invoice. Upon expiration, no claim will be accepted and the invoice will be considered as accepted by Buyer. A claim or a call of warranty does not affect Buyer’s obligation to pay the other invoices due at the time of claim and does not entitle him to suspend any payment whatsoever to BEA or to suspend any obligation whatsoever towards BEA.

4.7. Any compensation or retention whatsoever of payments by Buyer is only permitted provided Buyer’s claim is uncontested or legally established by means of a decision which has acquired the authority of a final decision.

Article 5: Non-payment, right of termination and cancellation of an order

5.1. In case of breach by Buyer of one of his obligations, BEA is entitled to terminate the agreement by registered mail, without any prior notice or formal notice. In this case, BEA is entitled to retain the payments by instalments in order to cover possible loss on the resale.

5.2. In case of non-payment at the due date, Buyer shall pay automatically and without any prior notice interest on overdue payments at a rate of 12 % per year. This non-payment at the due date also gives rise, under the same conditions, to the payment of liquidated damages of 15 % of the amount of the unpaid invoice, with a minimum amount of 100,00 EUR. BEA is also entitled to suspend, without any prior notice only by taking notice of the non-payment, the performance of all the obligations it may have towards Buyer who leaves the invoice unpaid.

The non-payment at the due date of an invoice leads, in addition, to an immediate enforceability of all sums due by Buyer to BEA, even if those sums are not due yet.

5.3. In case of non-payment, non-collection of bills of exchanges or (certified) bank checks, suspension of a payment or insufficient solvency, BEA is entitled to demand the immediate payment or the constitution of a guarantee concerning all performed deliveries and to demand payment on account for future deliveries.

5.4. Unless otherwise agreed in BEA’s order confirmation, in case of cancellation of an order by Buyer, 25 % of the agreed price will be due as liquidated damages.

The liquidated damages foreseen in article 5.4. do not affect BEA’s right to claim additional damages from Buyer, if the damage sustained by BEA is superior to the said liquidated damages.

Article 6: Delivery

6.1. Partial deliveries are admitted. According to the specificity and/or the extent of the order, BEA reserves the right to perform partial deliveries as her availabilities go along.

6.2. If Buyer does not take delivery at the moment agreed upon by Parties, Buyer has nevertheless to pay the Product. The stocking of the Product takes place on behalf and at the risks of Buyer.

6.3. Unless otherwise provided in writing, the transfer of the risk of loss, of theft or of any other damage of the Product takes place at the time the Products leave the premises or any other depository of BEA in order to be carried to Buyer or his transporter. Unless otherwise provided in writing, Buyer has to bear the freight costs, customs duties and insurance fees.

6.4. Products are carried on behalf and at the risks of Buyer. BEA reserves the right to choose the itinerary, the packaging and other transport security procedures. Unless otherwise provided in writing, the transport contracts and transport insurance contracts are negotiated by BEA.

6.5. All Products are sold « ex-works ».

6.6. In case of sale for export, Buyer is responsible for obtaining import licenses and exchange licenses.

6.7. Delivered Products may in no circumstances be returned to BEA without her prior written consent.

6.8. Delivery periods are always approximate. The delivery period begins at the day of sending of the order confirmation and is observed if the Product has left BEA’s premises by the end of the delivery period. Delay in delivery of the Products, for whatsoever reason, does not carry the right for Buyer to demand compensation for damages or indemnity, nor a cancellation of the order or of the contract agreed upon by Parties.

6.9. In case of Force majeure, BEA has the right, either to reasonably extend the delivery period - even in case of late delivery - or to suspend the performance of the contractual relationship with Buyer for the duration of the Force majeure, or to terminate all or part of the contractual relationship at any time with immediate effect, without payment of damages from BEA to Buyer.

Are considered as events of Force majeure: wars, rebellion, strikes, lock-out, contagious diseases, natural disasters, flooding, fires, accidents of exploration, unforeseeable perturbations in the manufacturing conditions, administrative measures, difficulties in power supply, delays in delivery of raw materials or components, etc.

6.10. In case of an alteration whatsoever of Buyer’s financial situation, BEA reserves the right to demand guarantees and to stay the performance of the order awaiting the constitution of the payment guarantees.

6.11. In case of seizure, bankruptcy or other collective procedures such as the judicial reorganization, composition with creditors or similar procedures, BEA has the right to suspend its obligations or to terminate the contract and to claim liquidated damages of 40 % of the agreed price.

The damages set forth in Article 6.11. does not affect in any way BEA’s right to claim additional damages from Buyer, if the damage sustained by BEA is superior to the said liquidated damages.

BEA may demand from Buyer the return, at Buyer’s expenses and risks, of the unpaid Products.

Article 7: Reservation of title

7.1. BEA reserves title to the delivered Products until the payment in full of all existing claims towards Buyer that result from the business relationship (invoices, interests, expenses, etc.). If the amount of all the guarantees of BEA exceeds the sum of all claims by more than 20 %, BEA releases on Buyer’s request the corresponding part of these guarantees.

7.2. During the period of reservation of title, Buyer must not dispose of, pawn and assign (not even as guarantee) the Product. The resale of the Product is only authorized if this resale corresponds to Buyer’s usual business course or if Buyer gets immediate and full payment by his contracting partner or sells the Product subject to valid title.

7.3. Nevertheless, in case of disposal of the delivered Product by Buyer, Buyer assigns from the present on all rights resulting from this disposal (including V.A.T.) to BEA which accepts the assignment.

For valid reasons, in particular in case of non-payment by Buyer, Buyer is obliged, on BEA’s request, to inform his contracting partner about the assignment and to transfer to BEA all necessary information and documents in order to allow BEA to be able to claim all its rights.

7.4. The transformation or treatment by Buyer of a delivered Product is made behalf of BEA. If the Product is transformed with other movables which do not belong to BEA, BEA acquires undivided (common) ownership of the new movable on a pro rata basis of the value of the delivered Product with regard to the other transformed movables at the time of transformation. Article 7.1. applies to the new so transformed movable.

7.5. If the delivered Product is combined or mixed in an inseparable manner with other movables which do not belong to BEA, BEA acquires the undivided (common) ownership of the new movable on a pro rata basis of the value of the delivered Product with regard to the other combined or mixed movables at the time of combining or mixing. If, after combining or mixing, Buyer’s new good has to be considered as main good, Buyer assigns from the present date the part of the undivided (common) ownership to BEA which accepts the assignment. Buyer retains the ownership of the (common) ownership on behalf of BEA.

7.6. Buyer has to inform BEA immediately about any possible seizures, distraints or other acts of disposal or intervention by third Parties on the Product.

7.7. In case of negligence due to Buyer, in particular in case of late payment, BEA is entitled to terminate the contract and to take back the Product after expiration, without any made payment, of the reasonable time limit given to Buyer. No derogation is made to the legal provisions concerning the uselessness of the determination of a time limit. Buyer is obliged to return the Product.

Article 8: Warranty and liability for defects

8.1. BEA only grants warranties by an express written agreement.

8.2. Unless otherwise agreed upon in writing, the material delivered by BEA is guaranteed during three years (with the exception of lasers which are guaranteed during two years) against any hidden defect due to a manufacturing defect or to a defect of the material. This time limit begins at the date of sending of the Products.

8.3. The guarantee terms and conditions are defined in the document « Terms and conditions on after sales service (service +) ». The document is available on request by means of the website http://www.bea.be

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8.4. Any claim concerning defects of the delivered Product has to be notified immediately by registered mail to BEA and is excluded if BEA has not received it within eight days after receipt of the delivery. Failing this, the delivery will be considered as definitely received and accepted by Buyer. Those defects that could not have been detected within this time period but only after subsequent verification of the Products have to be notified immediately by registered mail to BEA, within eight days of their detection. No later claim will be accepted and the delivery will be considered as approved by Buyer.

8.5. In case of defects that are duly accepted by BEA, the latter remedies the defects at its choice within a reasonable time limit, either by repair, or by delivery of a non-defective Product. Buyer has to grant to BEA the possibility and the time necessary to remedy the defects. In case of non-compliance or if transformations or repairs have been performed by Buyer, BEA is released from its liability.

8.6. If the repair or replacement of the defective Product fails or is not performed within the reasonable time limit, Buyer may ask for a reduction of the selling price or terminate the contract. If Buyer has already used the Product, he is obliged to support a part of the price that is fixed reasonably by BEA.

8.7. Damages resulting from usual wear and tear of the Product, from non-compliance with advice of use provided by BEA, inappropriate use or negligence by Buyer or a third Party, in particular the inappropriate storage of the Products, are not regarded as defects.

8.8. Buyer’s rights concerning defects of Products are prescribed 3 months after use of the Products and at the latest 6 months after delivery. Are except from this limit the bodily injuries as well as the damages caused by fraud or gross negligence by BEA.

8.9. In case of litigation, BEA’s liability will never be involved beyond the double of the cost of the Product that is concerned by the claim.

8.10. All rights of Buyer concerning defects beyond the present General Terms and Conditions are excluded.

Article 9: Liabilities

9.1. For damages that do not concern the delivered Product in itself, BEA is only liable:

- in case of fraud or gross negligence;
- for bodily injuries;
- in accordance with the legislation on liability for defective Products (Bill dated February 25th, 1991).

9.2. In no circumstances BEA is liable towards Buyer or third parties of compensation for loss of production, loss of profit, loss of use or loss of chance to enter into contract or any other indirect damage or consecutive damage to a material damage caused by the Product delivered by BEA.

9.3. If BEA is liable due to fraud or gross negligence, BEA’s liability is limited to reasonable damages that were foreseeable at the time of the conclusion of the contract.

9.4. In the event of a sale by BEA of equipment for export, it is the responsibility of the buyer, which is importing the product into its country to ensure that any obligations are met, declarations made and taxes paid in relation to this type of equipment. Nonexhaustive list of examples: WEEE/Batteries/ Packaging, etc.

9.5. Since BEA equipment is deemed to be electronic equipment and intended to be installed by professionals, it is the responsibility of said professionals to dispose of the equipment after its use via the appropriate reprocessing and recycling channels, and in accordance with the regulations in force in the relevant country. For example, but not exclusively, for countries of the European Union, this must be in accordance with European Directive 2002/96/EC on waste electrical and electronic equipment and the ensuing national laws of the relevant country.

9.6. The above mentioned provisions are as well applicable concerning BEA’s agents or performing agents.

Article 10:

The buyer must comply with all provisions stipulated in the HALMA Code of Conduct, available to download from the website http://www.halma.com.

This Code is designed to guide us and our business partners in our professional activities. It indicates how to steer our activities with regard to ethics, ethical rules, and the law. It also obliges us to respect the law and national and international regulations, particularly regarding fraud and corruption, conflicts of interest, insider dealing, and whistle-blowing.

Article 11: Place of performance of the obligation, intellectual property rights, jurisdiction, applicable law and miscellaneous

11.1. The place of performance of the obligation is the registered office of BEA.

11.2. Any design, plan, offer, project, list of material and any other document transmitted to Buyer remains BEA’s property. They must in no circumstances be copied completely or even partially, nor shown or transmitted in whatever way to third parties without prior written consent given by BEA. These documents must only be used for the purpose for which BEA transmitted them. The transmission of these documents must in no circumstances be construed in such a way that a license whatsoever would have been granted to Buyer.

11.3. Unless otherwise provided in BEA’s order confirmation, Belgian law is applicable. With regard to cross-border business, the United Nations Convention on Contracts for the International Sale of Goods is applicable, unless the present General Terms and Conditions derogate from it.

11.4. Any dispute shall be exclusively submitted to the Courts of Liège, or, at the sole choice of BEA, to the Courts of Buyer, wherever the agreement was entered into or has to be performed.

11.5. If one provision of the present General Terms and Conditions or a provision whatsoever in relationship to an agreement entered into between BEA and Buyer is null and void or becomes null, the other provisions or agreement are not affected and stay into force. Provision 11.5. is not applicable if the enforcement of the terms of the agreement constitutes an intolerable disproportionate burden for one of the Parties.

11.6. In the sense of the Bill on protection of the private life with regard to the processing of personal data (Bill dated December 8th, 1992), BEA records Buyer’s data and uses them in the frame of Parties’ cooperation.

11.7. The present General Terms and Conditions enter into force on December 1st, 2011. They cancel and replace all previous general Terms and Conditions of BEA.