GENERAL TERMS AND CONDITIONS OF SALE AND SERVICE
Article 1: Scope and binding character of these general terms
a. Every agreement concluded with ESTRO AISBL shall be subject tothe present terms and conditions, unless otherwise agreed in writing.
b. These conditions shall apply to all relationships between ESTROAISBL and its customers. They shall have legal precedence over thepurchase terms and any other particular terms of the customer.
c. When particular terms are agreed upon between ESTRO AISBL andthe customer, the latter shall prevail on the present terms in so far as
they are inconsistent.
d. The legality, validity and enforceability of other clauses in these
General Conditions will not be affected if one of the clauses is orbecomes illegal, invalid or unenforceable.
Article 2: Offers and orders
a. Our offers are nonbinding towards us. Verbal offers have to beconfirmed in writing.
b. Offers presented by ESTRO AISBL remain valid for a period of 15
working days.
c. Unless agreed by the customer during that period, the offer becomesvoid and ESTRO AISBL reserves its right to, amongst other things,
raise its initial offer.
d. Every modification asked by the customer must be confirmed inwriting.
Article 3: Prices
a. All prices are expressed in Euros, including VAT but not othertaxes, duties and other charges, which remain due by the customer.
b. Prices are based upon the economical conditions, taxes or rights
applicable at the moment of the offer, as well as on the prices of thesuppliers and contractors.
They are subject to modifications without any prior notice, infunction of the variation of these elements, for any cause
whatsoever.
Article 4: Payment terms
a. Unless otherwise agreed in writing and in advance, all invoices arepayable 30 days invoice date without discount or retention.
b. When a payment is processed online (by credit card), the amount
paid is debited from the card within the next 72 hours.
c. By non-payment of an invoice upon its due date, the immediatepayment of any outstanding invoices shall be due.
d. ESTRO AISBL reserves the right, after prior written notice, tosuspend the provision of the services, in case of non payment of its
invoice, without prejudice to any other right of action. A lump sum
amounting to 15% of the unpaid invoices shall be added to any
amount unpaid within 30 days as from the due date, without priorwritten notice, and with a minimum of € 125.
e. Moreover, legal interests’ rate + 1,5 % published by the SPF
Finance will be applied without prior notice to all sums remaining
unpaid 30 days as from the due date.
Article 5: Complaints and terminationa. Any claim shall be submitted by registered letter within eightworking days after service delivery or upon receipt of an invoice.
b. Each Claim shall include a detailed description of the breach.
c. A Claim will never entitle the customer to terminate the contract.
d. In case of severe breach by the customer of a clause of the present
terms or of the particular terms, including the non payment of an
invoice on the due date, or in case of serious threat to the financial
health of the customer ESTRO AISBL will be entitled to terminate
the contract without indemnity, 15 days after a registered mail with
proof of receipt has been sent.
e. In case of termination due to a gross negligence of the customer,
ESTRO AISBL reserves the right to claim indemnification
evaluated at 15% of the total amount ordered, without prejudice toits right to demonstrate that its damage is higher.
Article 6: Confidentiality
a. ESTRO AISBL agrees not to disclose:i. Information, data, documents or any other element(material or immaterial) that the customer puts to its
disposal in the scope of the services ordered.
ii. Information collected by or at the occasion of theexecution of the services, with the exception ofinformation already in the public.
b. ESTRO AISBL shall take all reasonable measures in order to avoid
any disclosure of abovementioned information by its employees,
contractors, partners or every other person working with ESTROAISBL.
c. If ESTRO AISBL must in the scope of the execution of the services
disclose confidential information to third parties, it will take thenecessary measures to impose the same confidentiality to this thirdparty.

Article 7: Intellectual Property
a. Unless the contrary is confirmed in writing, ESTRO AISBL is the soleowner of any logo, website, text, illustration,... contained in itsservices, as well as of every copyright or any intellectual property
related to these services, within the limit of rights owned by thirdparties.
b. The Customer cannot copy, disclose, stream or sell, by any mean
whatsoever, these data and to harm, directly or indirectly or trough themedium of a third Party, and by any means, the copyrights and anyother right owned by ESTRO AISBL
c. Unless the contrary is confirmed in writing in an agreement, allcopyright and intellectual property will at all times remain vested inESTRO AISBL. The customer is licensed to use the materials only
within the framework the contract and for a defined limited period.
Any imitation or reproduction without written authorisation is strictly
forbidden. Consequently, the buyer acknowledges that ESTROAISBL reserves the right to reproduce identical or similar materials toother clients.
Article 8: Liability
a. ESTRO AISBL executes the services and handles the items handed
over by the customer within a due care obligation.
b. ESTRO AISBL cannot be held responsible for any loss or damages toitems entrusted to them, regardless of the shipping method, even when
the transport is paid by the customer.
c. ESTRO AISBL cannot be held liable for any direct or indirect,
material or physical, damage suffered by the client or any third party
and arising from the execution of the services.
d. Notwithstanding the above-mentioned clause, if the liability of ESTROAISBL is proven, this liability would be limited to the charges for therelevant service.
Article 9: Force Majeurea. ESTRO AISBL reserves its right to suspend the provision of services
when circumstances occur, which are unpredictable and make thenormal execution of the services harder or impossible occur.
b. Shall be considered as unpredictable events: war, mobilization,invasion, public disorder, embargo, strikes, riots, lock-outs, epidemic
diseases, quarantine, damage of machinery, fire, explosions,interruption of energy and other raw materials, restrictions or any otherinterdiction caused by the State, the weather conditions, floods, or
significant price increases,...
c. Delays or non execution of the Services causes by such cases of Force
Majeure shall not give right to any indemnification.
d. Should the events of force majeure persist for a continuous period
higher than three months; each party will then be entitled to ask for thetermination of the Agreement, without breach and indemnity, by noticein writing and by registered mail.
Article 10: Miscellaneousa. When ESTRO AISBL finds it necessary or desirable ESTRO AISBL
reserves the right to sub-contract the execution of the services to thirdparties.
b. If any clause of these general terms and conditions becomes void or
unenforceable by force or operation of law, the remaining clauses shallremain valid and enforceable.
Article 11: Governing law and Jurisdictions
a. These General Terms and Conditions are to be construed in accordance
with, and governed by the laws of Belgium
b. In case of dispute, ESTRO AISBL shall have the right to proceed
before the Courts or to choose for arbitration.
c. When ESTRO AISBL chooses for the Courts, only the Brussels courts
shall have exclusive jurisdiction.
d. Notwithstanding the foregoing, ESTRO AISBL shall have the right toproceed before the Courts of the seat of the Customer.
e. In case of Arbitration, it will be held in Brussels. The Cepani Rules
will be applicable.
f. The language of Arbitration shall be decided by ESTRO AISBL andshall in all circumstances be the French, Dutch or the English
language.