General terms and conditions of sale

1. Each customer who places an order with us, either directly or through a representative, tacitly accepts these general terms and conditions of sale. All our offers and sales are effected according to these terms and conditions of sale. Particular conditions of sale – conflicting with the general terms and conditions of sale - are stipulated in writing in our contracts. All conditions concluded by intermediaries, such as our representatives, our travelers, our agents, etc... only bind us after we have confirmed them in writing, even if we would have failed to provide our confirmation for prior cases. The nullity of one or multiple provisions does not automatically imply the nullity of the other provisions of the general terms and conditions of sale. The general terms and conditions of the customer are expressly rejected.

2. Our prices and offers are without obligation and subject to available stock. The delivery times in offers are only provided for informational purposes: they are not guaranteed. The possible delays in deliveries can never give rise to compensation of any kind. The delivery time commences after our written confirmation of the order.

3. Our prices are calculated per thousand pieces, separately loaded on a truck or deck ship, leaving our factories in Sint-Lenaarts. All taxes are at charge of the buyer. Payment is executed at customer’s discretion in cash up to an amount of 3.000,00 EUR without discount or by bank transfer. The invoice is always payable in Sint-Lenaarts, unless stated otherwise.

4. If our invoices are not paid timely on the due date which is in principle mentioned on the invoice and in any event within a maximum of 30 days after the invoice date, then the principal invoice amount will automatically and without any notice be increased by 10% with a minimum of 40,00 EUR by way of compensation. Invoices which are not paid on the due date, also accrue automatically and without formal notice of default 10% delay interests until the date of full payment of the invoice.

5. The delivered goods remain the property of Floren & Cie until full payment of the purchase price, both in principal amount, interests and costs by the buyer.

In case of untimely or non-payment by the buyer, Floren & Cie can recover the delivered goods at any time.

If the buyer sells the goods, Floren & Cie is entitled to the purchase price or the claim for payment of the purchase price.

If the buyer has processed the delivered goods, Floren & Cie is entitled to the newly created good. If third party goods have been used in the processing and if it appears that separation thereof is impossible or economically irresponsible, the seller is entitled to the good that is the most important or, as the case may be, the good that has the greatest value.

If the delivered goods are made immovable through incorporation by the buyer, Floren & Cie's retention of title remains unaffected, provided that the retention of title is registered in the pledge register (“pandregister”). The mixing of the delivered replaceable goods does not affect the retention of title.

If payment is executed by cheque or bill of exchange, the transfer of ownership to the purchaser shall only take place after full discharge of the principal debt and additional costs.

6. In case of death, incapacity, bankruptcy, cessation of payment, dissolution or change of the contracting company, or in case of default of payment, we reserve the right either to cancel the sale or to suspend the delivery, and in any case to request payment of all the delivered goods without delay.

7. In case of bankruptcy of the possessor of the delivered goods, which have not yet been paid, these do not fall into the estate of the ordinary claims, but there exists a privileged claim in our favor. We reserve the right to demand immediate full payment or the return of the goods.

8. All orders / agreements which, due to force majeure on the part of Floren & Cie, have not been executed within the set time period, will, at the discretion of Floren & Cie, be extended for the duration of the force majeure or dissolved, without being obliged to pay any compensation.

The following events are considered (non restrictive) as force majeure events: lack of fuel, labour and raw materials, interruption of transport, increase in import duties, war, riots, mobilisation, strikes, governmental measures and, in general, any event beyond our control which renders the execution of our commitments at least temporarily impossible. The buyer will not be able to claim any compensation.

9. The goods are sold, collected and accepted at our stock location, it being at the factory or in the stacking areas. Any return that has not been announced in advance in writing and accepted by us, will be refused.

10. The goods are always transported at the risk of the recipient, even if the price is set “franco” destination. This clause also applies if we deliver the goods at work, in which case the buyer must ensure the easy access of loaded trucks and have them unloaded immediately by its own care.

11. The dimensions, weight and other characteristics are only provided for informational purposes, without guaranteeing their absolute accuracy. All our products are delivered with a possible deviation in dimensions of 3% less and 3% more, unless otherwise agreed. Samples are provided for orientation, however, without guaranteeing absolute equality with any possible deliveries. In addition, the provisions of Standard Specifications No. 104 of the Ministry of Public Works apply.

12. As “first choice facing bricks” are considered all bricks with at least a good header and a good stretcher face. At the customer's request, we can carry out a stricter sorting if the base prices are increased by agreement.

13. As “second choice facing bricks” are considered all bricks with 2 damaged headers or 2 damaged stretchers.

These prices are determined by agreement.

14. As “first choice ordinary bricks and hollow arched bricks (“welfselsteen”)” are considered all sufficiently baked bricks. Insufficiently baked bricks are considered second choice and burnt bricks are considered third choice.

15. All complaints must be reported by registered mail to the address of the registered office of Floren & Cie: (i) in case of visible defects, within eight days after collection or delivery of the goods and (ii) in case of hidden defects, within eight days after the moment when the hidden defect was discovered or should have been discovered by the buyer.

The claim for alleged hidden defect must be reported by the buyer within one month after notification of the hidden defect to Floren & Cie, failing which the buyer loses the right to claim any compensation for such.

Any late notification by the buyer of a visible or hidden defect shall in any case result in the loss of the buyer's right to claim any compensation for any defect.

Processing of the goods equals acceptance, as a result of which all complaints reported to Floren & Cie by the buyer after a part of the delivered goods has already been processed, are in any case late and no longer accepted.

Floren & Cie's liability (except for hidden defects) is limited to the invoice value of the delivered goods.

Floren & Cie is never liable for consequential damages, indirect damages, direct or indirect trading losses, stagnation damages, construction delays, loss of order, loss of profit, immaterial damages and processing costs.

Indirect damages are all damages that are not direct/immediate, including (but not limited to): (i) consequential damage, (ii) (purely) economic damage, (iii) loss of profit, (iv) stagnation damage or loss of production, (v) reasonable compensation, (vi) reputational damage, (vii) legal costs, (viii) reasonable attorney's fees, (ix) administrative costs, (x) business management time, (xi) complaints/claims from customers of the buyer.

The buyer safeguards and indemnifies Floren & Cie against any liability towards third parties that goes beyond the liability that Floren & Cie has towards the buyer.

16. In the event of a dispute arising out of or in connection with the agreement, Floren & Cie and the purchaser agree to discuss the dispute and to initially consider amicably settling the dispute in full or in part.

If the contracting parties agree to submit a dispute to arbitration, each party will appoint an arbitrator within three weeks of the other party's claim. The arbitral tribunal shall rule on the basis of these general conditions of sale and the particular agreed conditions of delivery.

17. Only the courts of the place of the registered office of Floren & Cie are competent in case of a dispute that results directly or indirectly from or is related to the sale / delivery of the goods or the following agreement.

Belgian law applies to these general terms and conditions of sale and all disputes that arise directly or indirectly from or are related to the sale / delivery of the goods or the following agreement.