TERMS AND CONDITIONS

1. All commercial transactions between the private limited company “TRIKS”, whose registered office is at Centrum-Zuid 1111, 3530 Houthalen, Belgium, BTW-BE 0749.764.468, RPR Luik (hereinafter “TRIKS”) and the client, are governed by these general terms and conditions. By accepting a quote, the client acknowledges having taken cognizance of and accepting our terms and conditions. These terms and conditions always take precedence over the client's terms and conditions, even if they state that they are the only ones that apply. The possible invalidity of one or more clauses from these conditions does not affect the applicability of all other clauses. In the event of the invalidity of one of the provisions, TRIKS and the client will, to the extent possible and according to their loyalty and conviction, negotiate to replace the invalid provision with an equivalent provision that corresponds to the general spirit of these general terms and conditions. TRIKS reserves the right to adjust or change its terms and conditions at any time.

2. A quotation from TRIKS is entirely without obligation and can only be considered as an invitation to place an order by the client, unless explicitly stated otherwise. The price, description and the properties of the goods / works are communicated for information and can be changed in joint consultation. A quotation is only valid for a specific assignment and therefore does not apply to subsequent assignments. Quotations only include those goods and works that are explicitly mentioned in them, with the exception of additional work as a result of a change in the assignment by the client, unforeseen circumstances or for any other reason.

3. An agreement is only established after written or electronic confirmation of a client's order by a person authorized to commit TRIKS, or by commencement of the execution of the work. Any changes or additions to the assignment after the conclusion are only valid after written agreement from both parties, regarding the price, payment terms, execution times, etc. In the event of cancellation of an assignment or purchase, even partially, the client will be charged damages of 25 % of the price of the canceled order or purchase with a minimum of EUR 500, without prejudice to TRIKS its rights to compensation for higher proven damage, such as but not limited to the cost of the ordered materials.

4. TRIKS retains the copyrights and all intellectual rights to the documents, technical descriptions, plans, drawings, models, samples or photos that it has drawn up, irrespective of whether costs have been charged to the client for their production. This data may not be copied, used for purposes other than those for which they are intended or shown to third parties without prior written permission from TRIKS, as long as this data is not made publicly accessible by TRIKS. This data must be immediately returned to TRIKS upon simple request. TRIKS has the right to use them for advertising purposes without having to pay any compensation to the client. Any breach by this client of this paragraph gives rise to the payment of a flat-rate compensation equal to 10% of the price of the goods or services, without prejudice to compensation for higher proven damage.

5. The specified implementation times are always indicative. Failure to comply with the stipulated execution times can never give rise to the dissolution of the agreement with regard to TRIKS, to substitution or to payment of any compensation to the client. Changes to the assignment automatically result in the expiry of the proposed execution periods. TRIKS is not liable for delays incurred as a result of the default of suppliers of TRIKS, the client or any other third party. All circumstances that were reasonably unforeseeable and unavoidable when the quotation was drawn up, and that would make the execution of the agreement financially or otherwise more difficult or difficult than normally anticipated (such as, but not limited to, war, natural conditions, fire, seizure, delays at suppliers, illnesses, staff shortage, strike, business organizational circumstances, , client default to provide TRIKS with the necessary information, access and / or facilities necessary for the execution of the contract), will be considered as force majeure. They give TRIKS the right to request the revision, compensation and / or the dissolution of the agreement by means of a simple written notification to the client, without being liable or liable for any compensation.

6. The liability of TRIKS is limited to the liability that is imposed by law. Under no circumstances is TRIKS liable for indirect damage, such as loss of turnover, loss of profit or increase in general costs. TRIKS is also not liable for defects that are directly or indirectly caused by an act of the client or a third party, regardless of whether they are caused by an error or negligence. If the liability of TRIKS is retained, it is limited to, at the discretion and choice of TRIKS, (full or partial) replacement or repair or to reimbursement of the price. Moreover, TRIKS cannot be held liable under any circumstances for errors due to incorrect, late or incomplete information as communicated by the client.

7. The liability of TRIKS will in any case be limited to the value of the concluded (partial) agreement in the event of an objection for any reason without taking the extent of the damage into account.

8. The client must report cases in which TRIKS liability would be eligible within 8 days. In the event of any liability, TRIKS obligation to intervene consists solely in that TRIKS has the choice between (a) rectifying or rectifying the error / defect in the service, or crediting the contract price charged for that specific part of a project or assignment. Under no circumstances is the customer entitled to direct or indirect compensation. TRIKS can never be held liable if the service has been explicitly accepted or if changes have been made due to performances or works of third parties. The client indemnifies TRIKS against claims from third parties due to damage, which damage is directly or indirectly caused by their work activities.

9. Unless otherwise agreed, all TRIKS invoices are always payable in full to KBC account BE61 7360 6670 2217 and without discount on the invoice date. Invoices can only be validly protested by registered letter within 5 days after the invoice date and with an indication of the invoice date, invoice number and a detailed explanation. For every invoice that has not been paid in full or in part on the due date, a default interest of 1% per overdue month will be charged by law, without prior notice of default, whereby each started month will be considered to have expired and in addition the amount due plus all collection costs of TRIKS linked to the recovery of the debt as well as with 10% of the invoice amount, with a minimum of TWO HUNDRED FIFTY EURO (€ 250.00) (excl. VAT), entitled flat-rate compensation, without prejudice to TRIKS right to higher compensation to demand. If a client fails to pay TRIKS one or more outstanding claims, TRIKS reserves the right to immediately stop any further delivery or execution and to regard other orders as canceled without any notice of default. Moreover, this entails the immediate claimability of all other invoices, even those that have not yet expired and all permitted payment terms and conditions. The same applies in the event of imminent bankruptcy, judicial or amicable dissolution, request for WCO, suspension of payment, as well as for any other fact pointing to the insolvency of the client. The unconditional payment of part of an invoice amount applies as the explicit acceptance of the invoice. Abbreviations are always accepted under all reservation and without any disadvantageous acknowledgment, and first allocated to the collection costs, then to the compensation clause, the interest due and finally to the outstanding principal sum.

10. In accordance with the provisions of the Financial Collateral Act of 15 December 2004, TRIKS and the client automatically and legally offset all current and future debts in respect of each other. This means that in the permanent relationship between TRIKS and the client , only the largest claim on balance remains after the aforementioned automatic settlement. This debt comparison will in any case be opposable to the liquidator and the other concurrent creditors, who will therefore not be able to object to the debt comparison carried out by the parties.

11. Even after their incorporation, the goods / works supplied by TRIKS remain the property of TRIKS until full payment of the amount due (principal, interest and costs) by the client. The client is therefore forbidden to sell the works supplied or to pawn them to a third party or to dispose of them in any way, as long as the price has not been paid in full. In the event of non-compliance with this prohibition by the client, a flat-rate compensation of 70% of the amount due will be due. Once the works have been delivered by TRIKS to the client, TRIKS is no longer liable in the event of damage or theft of these goods, without prejudice to the aforementioned retention of title.

12. The client authorizes TRIKS to include the personal data provided by the client in a data file. This data will be used for the purpose of conducting information or promotion campaigns in connection with the services and / or products offered by TRIKS in the context of the contractual relationship between TRIKS and the client . The client can always request communication and improvement of his data. The client authorizes TRIKS to use visual material of the goods delivered and / or installed at the client for: (purely exemplary enumeration) general information, publicity purposes, publication on the TRIKS website, publication in brochures, etc.

13. All disputes arising from these general terms and conditions and from any other agreement concluded between TRIKS and the client fall under the exclusive jurisdiction of the courts of the district where TRIKS has its registered office, unless TRIKS decides that the courts of the district where the client has its registered office. Belgian law applies with the exclusion of articles 1 to 4, article 40 and articles 89 to.m. 101 of the Vienna Sales Convention

14. It is possible to obtain on the registered office of the company a translation of the terms and conditions. In case of interpretation only the Dutch version is legally valid.