Conditions générales de ventes

GENERAL TERMS AND CONDITIONS OF SALE

SA AQUATIC SCIENCE – RUE DES BIOLLEUX 8, 4800 VERVIERS – TVA: BE0861.153.429

1) Article 1 -Scope of application

1.1. These General Terms and Conditions of Sale apply to any orders placed with our company, either directly or via our representatives and agents.

1.2. Any order accepted by our company necessarily implies, as a prerequisite, the acceptance without reservation of these general terms and conditions which are in addition to the special conditions which may be contained in our offers, purchase orders and contracts.

1.3. The purchaser acknowledges that our offers, purchase orders and contracts, as well as these general terms and conditions, constitute the full text of the agreement between parties and replace or cancel any proposal and/or any other previous written document.

1.4. These general terms and conditions prevail over any clauses, terms of purchase (general or special), as well as any indication contained in documents originating from the purchaser, regardless of when they were sent to or brought to our attention.

1.5. The conditions originating from the purchaser which may be in conflict with our own general terms and conditions shall not be binding on us, unless they are accepted in express terms.

1.6. The act of us not implementing one or the other clause established in our favour by these general terms and conditions or the act of us agreeing to override them as an exception to the rule, may not be interpreted by the purchaser as us waiving our right to invoke at a later stage the said clause(s) as well as the other clauses of these terms and conditions which have not been overridden.

1.7. Should one or more clauses of these general terms and conditions be declared null and void, the other provisions shall continue to apply.

2) Article 2 -Orders

2.1. The purchaser is bound by the terms used in the order that it places with us.

2.2. Orders may be placed over the Intranet, the Internet, by fax, or via our representatives or agents. An order confirmation is sent to the customer except for orders placed over the Intranet. In this last case, the confirmation is made after the encoding by the customer and only a confirmation of dispatch is sent. In the case of an order confirmation, placed after a period of 24 hours, we consider this confirmation as being accepted.

2.3. Any modification to the order requested by the purchaser subsequent to its acceptance may only be considered if it is provided to us in writing and is only binding upon us from such time as it is accepted in accordance with the procedure required for the acceptance of orders. No modification may be accepted if the order is already ready for shipment or in the process of being prepared.

2.4. If not all the ordered products are available at the time of the shipment of the order, these products will either be sent separately as soon as they are available again, or added to a later order unless instructions to the contrary are provided by the purchaser. Only products which have been delivered will be invoiced.

3) Article 3 -Offers, recommendations and use

3.1. All our offers are valid for three months from the date when they are issued, unless otherwise mentioned in the offer.

3.2. Unless otherwise agreed in writing, any recommendations which we may give at the time of sale and/or delivery of our products are provided, either in a general way and therefore on an indicative basis, depending on the most common type of use of the products concerned, or in a special way, in the light of the prior information that the purchaser has sent to us in writing.

3.3. In whichever case, we may not be held liable in respect of these recommendations and it is ultimately up to the purchaser to check the suitability of our products with regard to the use that it intends for them.

3.4. Should our products (with or without transformation) be intended to be used directly or indirectly in special areas of application, the purchase undertakes to inform us beforehand, fully and in writing, before we draw up any final offer.

3.5. Failing this, our company may not be held liable in respect of any direct or indirect damages which may result from the use of our products in special applications. In this respect, any information which is provided late is equivalent to being a lack of information.

3.6. Any written information which is sent more than 8 days after the discovery of any damage/problems/defect is deemed as being late...

3.7. The descriptions and statements about our products, whether they relate to their features, their behaviour or their performance, only apply to the most common use of these products, under normal conditions of use as well as climatic conditions.

4) Article 4 -Price

4.1. Unless indicated otherwise, our prices are always given exclusive of VAT.

4.2. The prices and information concerning our products mentioned in our catalogues, prospectus and rates are given for information only. We reserve the right to make any changes (in particular with regard to the format, shape, size, weight, material, etc. of the products) without this giving rise to any claim or reduction in the price whatsoever.

5) Article 5 -Delivery –transport

5.1. The goods are transported free of charge under the terms agreed with Aquatic Science.

5.2. Unless confirmed in writing otherwise, our deadlines for the delivery of goods and work completion are indicative. No order may be cancelled unilaterally by the purchaser due tothe deadline for delivery or completion of work not being met without our company having been put on formal notice and a new delivery date having been set by mutual agreement in writing. No delay in delivery or completion may form grounds for a request for damages and interest. The agreed deadlines are, in addition, suspended as of rights by any event beyond our control which may result in a delay to the delivery or completion, and this for all the time that this event may last.

5.3. In the event of force majeure or Act of God event or any unforeseeable delay in deliveries or the failure of our suppliers to deliver, we reserve the right to cancel or to suspend partially or totally the fulfilment of our commitments without compensation. In this case, we will directly inform our customer. Wars, call-up, blockades, partial or total strikes, lockouts, riots, epidemics, destruction of machines, fires, explosions, interruptions to transport systems, computer problems, or other accidents which may occur at our premises, or at those of our suppliers and which may prevent or impede the manufacture, work or shipment are traditionally considered as force majeure.

5.4. We reserve the right to perform and invoice for partial deliveries in accordance with the conditions specified under article 2.4.

5.5. If the customer does not collect the goods or refuses their shipment after the expiry of the delivery deadline (irrespective of whether this deadline was agreed at the confirmation of the order or later), the goods will be stored at our facilities at the disposal of the customer, at its expense and at its own risk. The goods will be fully invoiced to the customer unless otherwise agreed in writing.

5.6. We ask and insist that our customers check the status of the packages upon arrival. The transfer of risks takes place at the time of departure from our premises and the goods travel at the purchaser's risk, regardless of the conditions of transport ordelivery. In the event of damage, it is necessary to indicate precisely the damage recorded on the receipt in the presence of the carrier. Important, the remark "damaged package" is not admissible as a reserve.

5.7. Any claim, in order for it to be admitted, must reach us within two days of receipt of the goods. A verification must be made in the presence of both parties and preferably be supported by photographs. In the event of goods being returned for whateverreason, we may only be required to take them back without us being required to provide any compensation for freight charges, handling and labor, penalties for late delivery or other damages.

6) Article 6 -Guarantee

6.1. Our guarantee, set for a period of two (2) years from the date of delivery, is strictly limited to the goods and does not extend to the equipment into which the goods will be incorporated nor to the performance of this equipment. Our obligations may only require us to repair or replace all or part of the goods once wehave recorded the failure of such goods. The defective parts which have been replaced free of charge are made available to us and become our property.

6.2. The guarantee does not apply:

- in the event of a defect or failure originating either from the materials provided by the customer, or by a design imposed by it,

-in the event of damage or an accident attributable to the transport or caused by negligence, or faulty installation, supervision or maintenance by the customer or by a third party.

-in the case of use, installation or storage of the goods in conditions which are abnormal or not in compliance with our requirements or professional standards.

-If the customer has carried out or had carried out modifications, adjustments or repairs to the goods without our express agreement.

-in the event of damage resulting from an Act of God, force majeure or through the fault of the customer or a third party.

6.3. The guarantee does not cover the replacement or repair of parts resulting from normal wear and tear of the goods.

6.4. Should the purchaser make improper use of our products, not observe professional standards during the assembly, not comply with our recommendations and possible technical instructions concerning assembly or use, the purchaser shall no longer be entitled to the guarantee stipulated under this article 6 concerning the Guarantee. With regard to biological filtration swimming pools, the rules specified in the brochures of "UNEP, landscaping companies” are in particular and expressly considered as recommendations and technical instructions(www.lesentreprisesdupaysage.fr/tout-savoir/règles-professionnelles).

7) Article 7 -Retention of title

7.1. Our company remains the owner of the products until full payment of the corresponding invoice. Therefore, we may exercise a right of retention over all of our products which have not yet been delivered (as well as over any goods that the customer may have provided to us for completing a job) until full payment for the products has been made. During this period, the purchaser also undertakes to store the products in such a way that they can be identified as being the property of our company.

7.2. The purchaser is required to take all measures necessary for protecting the goods which remain our property in accordance with this article.

7.3. Should this be the case, the goods must be returned to us immediately with the expenses and risks being for the purchaser who undertakes to inform our company of the place where the products are located and to give, unrestricted and immediate access to our employees, so that they can regain possession of our property.

7.4. In the event of bankruptcy, legal proceedings for reorganisation or seizure or any other legal action applied to our products which have not been paid for, the purchaser will immediately inform the administrator, court bailiff or officiating authorities of the existence of this retention of title clause.

7.5. Similarly, our company remains the owner of any equipment which may be left on deposit for demonstration and exhibition purposes. The purchaser undertakes to return it, in the state in which it was provided at the due date for the supply of the equipment such as was agreed. In the event of bankruptcy, legal proceedings for reorganisation or seizure or any other legal action applied to our products which have not been paid for, the purchaser will immediately inform the administrator, court bailiff or officiating authorities of the existence of this retention of title clause.

8) Article 8 -Claims

8.1. In all cases, the customer must provide us in writing with the number(s) of article(s), the delivery note number(s) on which our whole system of internal traceability is based. Otherwise, we reserve the right to refuse any claim.

8.2. The customer is solely responsible for the installation and the working order of the products, even if the customer has received recommendations during the design process unless we have given the customer a corresponding written guarantee.

8.3. Any claims concerning errors, deficiencies, non-conformities, visible damage or for that matter apparent defects must be notified in writing to the head office of our company at the latest within eight working days following the delivery. If this deadline is not adhered to, the purchaser loses the benefit of the guarantee stipulated under article 6. Any claims concerning defects or hidden defects must be notified in writing to the head office of our company at the latest within eight days following their discovery or following the time when the purchaser could have reasonably been expected to have discovered them. If this deadline is not adhered to, the purchaser loses the benefit of the guarantee stipulated under article 6. In any event, any claim concerning faults or hidden defects may not be brought after the expiry of the guarantee period stipulated under article 6.

8.4. If the claim is brought within the deadline and proves to be well founded, our obligations will be limited:

-in case of errors or non-conformities: to the replacement of the goods supplied by mistake or of the non-conformities

-in the case of missing goods: to the delivery of these missing goods

-in the case of damages or defects which are attributable to us: as we see fit, to the replacement of the damaged or faulty goods in the finished state required by the contract excluding any other compensation irrespective of the cause. Under no circumstances will we be able to offer cover in respect of any immaterial damage and/or any financial losses whether direct or indirect. The fulfilment of our obligations as listed above is subject to the return by the customer of the goods delivered by mistake, orwhich have non-conformities, or which are damaged or faulty. Any replacements which we offer will be limited in proportion to the returned goods. In the aforementioned cases and conditions, we will only reimburse the costs incurred by the customer following our prior and written agreement.

8.5. In the event of an error made by us regarding the quantity or the model based on the purchase order, we will return or exchange the goods at our expense.

9) Article 9 -Payment terms and non-payments

9.1. All payments owed to us should be made at the head office of our company into our account unless agreed otherwise in writing between the parties. All our invoices are payable until, subject to the agreement of the Accounts Department of Aquatic Science, 30 day terms are granted. The terms of payment may not be delayed or amended for any reason whatsoever, even in the case of a dispute. Partial payments will be charged to the oldest sales.

9.2. The non-payment (which is to say if no payment has been received on the day after the due date), even partial, of an invoice or a bill of exchange at maturity, will result in:
a) all other debts which have not been settled, which are either due or not due, including non-due bills of exchange, becoming immediately and fully payable;
b) all discounts and payment facilities granted by us becoming null and void;
c) any delay in payment following a formal demand for payment leading to late payment interest being payable. In addition, the customer will be required to pay a fixed compensatory sum of 15% of the amounts invoiced with a minimum payment of €100.
d) We are entitled, without a prior formal demand being necessary, nor involvement of a court, to consider the current contract(s) as being fully or partially terminated through the fault of the customer or to suspend partially or totally the performance of such contracts.

10) Article 10 -Intellectual and industrial property -confidentiality

10.1. Products manufactured in our factories are subject to intellectual property rights (copyrights, trademarks, drawings, models, patents) and include know-how which is protected. Our company is the sole holder of these rights and the purchaser undertakes to respect them as well to inform us promptly of any breach which might concern them.

10.2. The purchaser undertakes, in particular, not to make any use whatsoever of our intellectual property rights without our prior and written agreement.

10.3. Any research, plans and documents which may have been provided to the purchaser remain our property and are confidential. The purchaser may not use them for reasons other than which are stipulated by our contractual agreements, nor release them to third parties and undertakes to take all appropriate measures to this end.

11) Article 11 -Place of performance, applicable law and competent court

11.1. All obligations resulting from our contracts are performed at the location of our head office.

11.2. All our contracts are subject to Belgian law.

11.3. In the event of a dispute, the parties will make every effort to resolve it amicably. Should this not be possible, the courts of the judicial district of Liège, Liège division, shall be solely competent. The parties undertake to accept and to have accepted by the parties that they may call as a guarantor, the proposal for mediation which may be made to them by the Court at the preliminary hearing (sensu stricto preliminary hearing and/or hearing to which the lawsuit may be sent at the request of a party). The mediation may not exceed a period of one month, unless expressly agreed otherwise by the parties.

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