GENERAL TERMS AND CONDITIONS OF SALE

APPLICATION OF THESE TERMS

The seller, hereinafter referred to, is SPRL The Printing Company, with its registered office located at 1400 Nivelles, Rue de la Maitrise 3, (tel: +32(0)22422542 - email: [email protected]), and registered in the Crossroads Bank for Enterprises under number 0669.886.255 (VAT BE0669.886.255).

The buyer is defined below as the company or individual who agrees to the offer contained in the price quote issued by the seller.

These general terms and conditions of sale apply to all orders placed by the buyer with the seller and to all sales contracts binding them, including all ancillary service provisions. They are available at the following internet address: "https://inkoo.eu". They are attached to all documents communicated by the seller.

These general terms and conditions of sale exclude, unless written acceptance by the seller, all other conditions, general and specific, of the buyer.

The buyer commits to specifying to the seller, at the latest at the time of accepting the price offer issued by the seller, whether the order is placed for professional or private purposes. Unless otherwise indicated, the parties acknowledge that the obligations arising from the agreement related to these conditions arise and/or are performed primarily at the seller's registered office, the office of one or more of its subsidiaries, or one of its warehouses.

ORDER:

Offers are valid while stocks last. French is the only language used for the conclusion of the contract and during its execution.

During their visit to the seller's website, the buyer selects the type and quantity of merchandise desired and the specifics they wish to be applied to these goods. The buyer completes their personal information and submits their price request to the seller. Promptly, the seller sends back, by return email, a price offer to the buyer outlining the characteristics of the desired merchandise, all subject to these general terms. Within 31 days from this sending, under penalty of the offer's expiration, the buyer accepts the price quote. In case of modifications by the buyer, the seller sends a new price quote valid under the aforementioned conditions. Acceptance of the final price quote constitutes the conclusion of the sales contract and binds the parties to these general terms. The seller sends the buyer a confirmation of the placed order.

PRICE AND PAYMENT:

The sale price indicated in the price quote is subject to change until accepted by the buyer, which makes it final, except in cases of force majeure.

The seller reserves the right to require, at its discretion, additional guarantees, real or personal. In the absence of such guarantees, any commitment between parties is deemed void.

Unless otherwise stipulated, invoices issued by the seller are payable in euros, in cash, and without discount, either at the seller's registered office or to its bank account.

Any claim related to the invoice must be notified to the seller no later than eight days after its receipt, failing which it will not be considered.

In case of non-payment of any invoice within 15 days of its dispatch, the buyer will owe the seller, automatically and without prior notice, moratory interests at the rate of 1.5% per month, as well as a fixed compensation of 15% of the principal amount of the order excluding VAT, interests, and costs with a minimum of 75 €.

Similarly, to comply with Article 78 of the law on market practices and consumer protection, if a delay is attributed to the seller's fault, and provided that the customer has sent a registered notice of default reminding of this condition and that this notice remained without effect for eight days, the seller will owe, as a fixed compensation, a sum equal to 5% of the agreed price excluding tax, with a minimum of 75 €.

In case of judicial recovery of any invoice, the buyer will also owe reasonable recovery costs, such as attorney fees and internal management costs exceeding the amount of this fixed compensation.

If the buyer fails to respect any payment deadline, for any reason, all subsequent payments will be made, at the latest, at the next order placement by the buyer. Moreover, in this case, the seller reserves the right to suspend the execution of other ongoing orders until full payment of the amounts due.

DELIVERY:

Except in the case of sales to consumers, the buyer bears the transport and risks related to the products from their possession or, failing that, from the moment they are made available. If the buyer designates another delivery location, the removal and, if applicable, storage of the products will be at their risk and expense.

The parties expressly agree that any delivery time is given as an indication only. Therefore, no delivery delay can lead to the cancellation of the sales contract by the buyer or to the payment of damages and interests charged to the seller.

Moreover, the seller has the right to refuse to sell its products based on stock availability or for any other legitimate reason and retains the right to make partial deliveries. Prices do not include pallets, packaging, and other ancillary costs. The conditions for the return of pallets and packaging will be determined by special agreement.

RESERVATION OF OWNERSHIP:

The delivered products remain the property of the seller until full payment of the price, including any late interest and possible compensations.

In case of non-payment of the price at maturity, the seller reserves the right to reclaim the products at the buyer's expense. Until full payment for its products, the buyer may neither resell them nor pledge them without the seller's prior written consent.

The buyer commits to informing the seller of any seizure made by a third party on the sold products whose price has not been fully paid.

Similarly, the buyer commits to immediately inform the seller if the delivered and unpaid products are located in premises rented by the buyer.

WARRANTY:

The buyer commits to conducting a thorough examination of the products delivered at the time of their receipt, according to their capabilities.

BUYER ACTING FOR PROFESSIONAL PURPOSES:

Any denunciation of an apparent defect or a lack of conformity affecting the delivered products must be notified to the seller within 7 days of the products' delivery.

The receipt of the products by the buyer or their agents covers any apparent defect that could be observed at the time of delivery.

Any denunciation of a hidden defect in the delivered products must be notified to the seller within fifteen days of the buyer discovering these defects or from the moment they could have reasonably discovered them.

Any legal action related to hidden defects must be initiated within thirty days from the buyer discovering the defects, or from the moment they could have reasonably discovered them, or from the day of the failure of negotiations for an amicable settlement.

No product can be returned to the seller without their prior written agreement.

For a period of one year from the delivery of the products, the seller's warranty is limited exclusively to the repair or replacement of defective products, or to the refund or reduction of the invoiced price, without any other compensation.

Moreover, the seller's liability is excluded in case of damage caused jointly by a defect in the delivered products and by the fault of the victim or a person for whom the victim is responsible.

The warranty expires after this one-year period.

BUYER ACTING FOR NON-PROFESSIONAL PURPOSES:

The buyer has legal rights under the law of September 1, 2004, governing the sale of consumer goods, which are not affected by this warranty. This article serves as a warranty in the sense of Article 1649 quater to 3 of the Civil Code.

ABSENCE OF RIGHT OF WITHDRAWAL FOR CONSUMERS:

In the case of supplying goods to a consumer, made according to the consumer's specifications or clearly personalized or which, due to their nature, cannot be reshipped or are liable to deteriorate or expire rapidly, the following is specified: "The consumer does not have the right to renounce the purchase."

FORCE MAJEURE:

The occurrence of any event such as, in particular, all interruptions of production, transport, or delivery, strikes, lockouts, embargoes, wars, terrorist attacks or consequences of an attack, shortage of raw materials, epidemics, bad weather, and more generally, any event of a similar nature affecting the parties or their supplier and delaying or making impossible the execution of their respective obligations, suspends the execution of their respective obligations.

The party invoking such an event will notify the other party as soon as possible with proof of the occurrence. The execution of its obligations will be suspended until the notification of the end of the event, it being understood that no party may claim any compensation from the other party.

The parties will make every effort to reduce the difficulties and/or damages caused.

If the force majeure lasts more than 60 days, the parties will make every effort to renegotiate the subsequent execution of the sales contract.

In the absence of an agreement, each party will have the right to terminate it by notification addressed to the other party.

SUBCONTRACTING AND ASSIGNMENT:

The seller may subcontract all or part of the execution of the sale to a third party without the prior written consent of the buyer. They may also assign all or part of the sale to a third party without the prior written consent of the buyer.

PRIVACY PROTECTION:

The processing by the seller of personal data received from the buyer aims at the execution of this agreement, customer administration, the promotion of the seller's products and services, the establishment of personalized information campaigns and direct marketing, including via email.

At any time, the buyer has the right to access, control, and correct their personal data free of charge in accordance with the law of December 8, 1992, on the protection of privacy concerning the processing of personal data.

The data processing manager is the seller's managing director.

The buyer authorizes the seller to disclose the sale of products or the provision of services under this contract, strictly for promoting the products sold and/or services provided by the seller. The implementation of this promotion will be subject to the buyer, who may withdraw this authorization at any time. However, the buyer can never claim any damages as a result of said promotion.

GENERALITIES:

The nullity or inapplicability of one of the clauses of these general terms and conditions does not affect the validity or applicability of the other clauses. If necessary, the parties commit to replacing the null or inapplicable clause with a valid clause that is economically closest to the null or inapplicable clause.

The fact that the seller does not avail themselves of these general terms and conditions of sale at a given time cannot be interpreted as a waiver to avail themselves of them later.

Any communication or notification between parties will be validly made by registered letter, fax, email with acknowledgment of receipt, for the seller, at its registered office, and for the buyer, at their registered office or home.

APPLICABLE LAW AND JURISDICTION:

The contractual relationships between the parties, as well as these general terms and conditions, are governed by Belgian law, even in case of a warranty call. The parties expressly agree to exclude the application of the Vienna Convention on the International Sale of Goods.

Any dispute related to the formation, execution, interpretation of these general terms and conditions of sale, as well as all agreements to which they apply and which cannot be resolved amicably, is subject to the exclusive jurisdiction of the courts of the judicial district of Nivelles.