General terms and conditions of ELC B.V.B.A.

Only these terms, to the exclusion of any terms of the customer, govern the contractual relationship between ELC and the customer, who expressly confirms that they have read, understood and accepted these general terms and conditions in advance.

All quotations are valid for 30 days after the quotation date, unless the quotation provides otherwise. As long as they have not been finally accepted by the customer, they may be withdrawn by ELC at any time.

ELC remains the owner of the goods sold to the customer and incorporated in the works until the customer has paid ELC in full the purchase price and any additional amounts due. ELC is entitled, if the customer referred to in the preceding paragraph applies for judicial reorganisation, is declared bankrupt, or collective debt mediation is declared applicable to them as a natural person, to terminate the agreement in whole or in part without notice of default or court intervention.

If no express performance period is provided in the agreement, the works shall be carried out by ELC within a reasonable period. ELC is entitled to an extension of the period if performance of the work is delayed as a result of circumstances that are at the customer's risk, if the customer does not pay ELC's invoices on time, or due to force majeure.

ELC shall carry out the work to be performed by ELC properly, soundly and in accordance with the provisions of the agreement. ELC is bound only by an obligation of means ('to the best of its ability').

The customer shall enable ELC to deliver the goods or to carry out the work.

If the customer fails to fulfil this duty, the customer shall compensate ELC for the resulting demonstrable direct damage and reasonable costs. Any direct damage and costs suffered by the customer themselves shall then be borne by the customer.

The customer shall ensure timely payment of the invoices cf. article 7.

If the start or progress of the work is delayed by circumstances as referred to in the preceding paragraphs, or at the customer's request, the customer shall compensate the related damage incurred by ELC. In that case the agreed performance period also ceases to apply. The works will be rescheduled when this fits within ELC's planning.

Upon entering into the quotation, an advance of 30% shall be payable, unless otherwise stated on the quotation. The works will only be finally scheduled after receipt of this advance, and performance periods will be extended accordingly. ELC will then invoice according to the progress of the works.

These arrangements apply unless special payment arrangements have been made in the agreement.

Payment of an invoice or partial invoice must take place no later than 8 calendar days after receipt or 8 days after the invoice date, unless otherwise agreed in writing.

Any invoice of which the amount has not been settled, or has not been settled in full, by the due date shall automatically be increased by a lump-sum and irreducible compensation equal to 10% of the amount due, with a minimum of € 100.00, without a notice of default being required. In addition, late-payment interest of 10% shall be due automatically, without a prior notice of default being required. Any month begun shall be counted as a full month. Partial payments shall first be applied to cover costs, interest and compensation, and shall thereafter be deducted from the principal balances.

In the event of late payment of one invoice, all other invoices issued and to be issued at that time shall become immediately due and payable.

The same interest and penalty clause apply in the event of late payment by ELC of amounts owed to the consumer customer.

Upon cancellation, one of the parties wishes to end the agreement, independently of any breach.

In such a case that party shall owe a cancellation fee of 25% of the total amount of the assignment, if the works have not yet been commenced. If preparations have already been made or works have already been carried out prior to cancellation by the customer, the customer shall compensate: the costs already incurred, the works already carried out, together with the materials and supplies already delivered, plus a fee equal to 25% of the balance of the assignment.

Upon termination, one of the parties wishes to end the agreement because of a breach by the other party.

ELC is entitled at any time to terminate the agreement with the customer with immediate effect, without court authorisation and without payment of any compensation, in the following cases: (a) if the customer, despite written notice of default allowing a period of at least seven (7) calendar days, remains in default of the timely and proper performance of one or more obligations arising from the agreement; (b) if ELC has well-founded reasons to doubt that the customer will fulfil its obligations towards ELC. In the event of termination for cause attributable to the customer, the customer shall owe ELC a lump-sum compensation of 30% of what the customer would have had to pay upon performance of the agreement. The parties accept this compensation as the potentially foreseeable damage on the part of ELC at the time of conclusion of the agreement, but also accept ELC's right to claim higher actually suffered damage. In the event of termination, all claims against the customer become immediately due and payable.

The customer is entitled to terminate the agreement with ELC in the event of a serious fault, deceit or fraud on the part of ELC. If the customer wishes to exercise this right of termination, the customer must notify ELC thereof by registered letter within a reasonable period after becoming aware of the circumstance that gave rise to the decision to terminate, together with the necessary supporting documents. In the event of a lawful termination for cause attributable to ELC, ELC shall owe the customer a lump-sum compensation of 10% of what the customer would have had to pay upon performance of the agreement. The parties accept this compensation as the potentially foreseeable damage on the part of the customer at the time of conclusion of the agreement.

Costs arising because the customer has failed to make the performance or progress of the work possible shall be charged extra to the customer. Additional work and/or omitted work shall be settled on a fair basis, in accordance with ELC's current hourly and material rates. Additional work generally includes: all work and deliveries that are not included in the agreement and that are requested by the customer. Additional work may be proven by all legal means.

Omitted work means: that which was agreed and which, with the consent of both parties, is not carried out.

In all cases, the taking into use of the works by the customer or the customer's authorised representative shall be regarded as a final and irrevocable acceptance of the works.

Complaints about the performance of the agreement must be described fully and clearly, with supporting documents.

The customer must report all complaints, if the defects are visible, to ELC no later than 8 days after delivery or installation, by registered letter, on pain of forfeiture.

The customer must report all complaints, if the defects were hidden, within 2 months from the day on which the defect was established, to ELC by registered letter, on pain of forfeiture. If the defect occurs more than 6 months after delivery, the customer must prove that this defect already existed at the time of delivery.

The customer must, on pain of forfeiture, enable ELC to carry out a proper investigation.

If after investigation the complaint proves to be well-founded, the customer may choose free repair or replacement. If this proves not to be possible, the customer is entitled to request an appropriate price reduction.

ELC provides on the materials used the warranty of the relevant manufacturer.

Warranty provisions apply only where the delivered goods or the work carried out are used in accordance with their intended purpose.

These general terms and conditions are governed exclusively by, and must be interpreted in accordance with, Belgian law.

The Belgian courts of the judicial district of Hasselt have jurisdiction, without prejudice to ELC's right to choose to bring proceedings before the court of the customer's place of residence or registered office.