General Purchase Conditions

1. OBJECT – Application. These are the general purchase conditions of V.M.I. Engineering Contracting NV/SA, with registered office in Belgium, 3320 Hoegaarden, Bleyveldstraat 9, CBE number: 0460.695.659, (hereinafter "VMI"). These conditions shall apply to any order and/or agreement drawn up and/or concluded by VMI with a view to the purchase of merchandise and/or the acceptance of services. These conditions apply exclusively to the purchase agreement between VMI and the supplier. VMI explicitly protests the application of any other conditions included in or referred to in the supplier's documents (eg quotation, order confirmation, invoice, etc.), even if these are later communicated to VMI and are no longer explicitly protested. These conditions apply unless the parties expressly agree otherwise in writing. In the latter case, these general purchase conditions in any case retain their additional effect in relation to the deviating conditions and modalities.
2. QUOTE - ACCEPTANCE OF AN ORDER. Quotes from the supplier shall remain of binding force during the term stated in these, with a minimum validity of one month. Ambiguities in the supplier’s price offer shall invariably be resolved in favour of VMI. VMI is only bound by an order placed by it following a quote from the supplier if this order is confirmed in writing by a representative body of VMI. An order submitted by VMI shall be considered to have been accepted by the supplier unless it is refused by the latter in writing and within a term of ten days following receipt of the said order. At any moment prior to the acceptance of an order by the supplier, explicitly or implicitly, VMI shall remain entitled to change its order either partially or wholly or to cancel it. An order shall at all times be placed by VMI under reservation of subsequent rectification of eventual errors and/or material mistakes. As a result, it cannot be held liable for compensation.
3. DELIVERY - PERFORMANCE. Deliveries of merchandise and/or services by the supplier are made according to the incoterm 'Delivery Duty Pay' (DDP). The supplier indemnifies VMI against possible damage to, or loss of, the merchandise as a result of the delivery. On delivery of merchandise, a detailed shipping note must be sent to VMI containing the following information: the order number, the description of the number and nature of the merchandise dispatched, as well as the number and characteristics of the packages. For the provision of services, a work order must be submitted to VMI, which must include the following details: the start and end hours at which the services were performed and details of the services provided. The signing of the work order by VMI only validates the data on the work order, but does not imply acceptance of the services provided.
4. DELIVERY PERIOD. Delivery terms shall be considered essential commitments and binding on the supplier. In the event that the supplier exceeds a delivery period, the supplier shall be in default without notice of default and VMI shall be entitled, without judicial intervention by means of a simple written notification, without prejudice to all other rights provided for in the Dutch Civil Code, to dissolve the contract in whole or in part. VMI may refuse partial or early deliveries, in which case it may return or store the merchandise, in both cases at the supplier's expense and risk. VMI reserves the right to charge all costs arising from non-compliance with delivery periods (such as temporary measures) to the supplier following a written notice of default.
5. ACCEPTANCE. Acceptance of the merchandise and/or services shall always take place in VMI's company or at the delivery address provided by VMI. The approval and acceptance shall be subject to prior inspection by VMI, which, depending upon the nature of the goods and/or the work and the prevailing circumstances, take place within a reasonable term following the delivery, provided that this term shall never be less than 7 business days. Even if VMI proceeds with delivery of the merchandise, all risks to which the merchandise is exposed before its arrival in our warehouse are borne by the supplier. VMI reserves the right to refuse the merchandise which, without written approval of the order, has been changed in dimensions, quality or construction. Too much delivered merchandise can be refused, even if the merchandise is already in the warehouse. The supplier is obliged to take back the rejected goods at his expense.

Interim payments shall not be deemed as acceptance of the goods and/or work. Any acceptance process shall invariably be conducted under reservations and without exclusion of the eventuality of possible and latent defects in the future.

6. BILLING. VMI requests the supplier to deliver the invoice, stating the number of the order form. With respect to received and accepted goods, the agreed-to price shall be billed following the expiration of the term stated on the order form. In the absence of any term, said invoices shall be payable within 60 days following the end of the month in which they are received. In the event of a dispute about the number of goods or services delivered, in the event of defects, material or documentary incompleteness of the goods or services delivered, the goods or services will not be paid for by law and without any notice of default being required. The transfer of ownership of merchandise takes place from the moment the merchandise is individually identifiable, regardless of the full payment of the price. The transfer of ownership of services takes place from the moment the services are delivered. The supplier bears the risk of damage to and loss of the merchandise and/or services until the acceptance of the merchandise and/or services by VMI.
7. SECURITY DEPOSIT. The supplier shall guarantee that the goods and/or services at the time of delivery 1) are in conformity with the conditions and modalities of the agreement between the parties; 2) are in conformity with all relevance and applicable legislative provisions pertaining, including the legislation concerning safety, transport, packaging, and labelling; 3) are free of patent and latent defects; 4) satisfy all relevant and applicable technical regulations and norms; 5) are free and unencumbered and not in conflict with the intellectual property rights of any third party ; 6) are accompanied by all necessary and useful documentation that will enable their use, processing and/or their resale on behalf of VMI under the most optimal circumstances and conditions, whereby the supplier shall confirm the correctness, completeness, and current actuality of said documentation.
8. DEFECTS. In the event of a breach of one or more of the guarantees described in these general terms and conditions, VMI is entitled to apply one or more of the following remedies at its discretion, with immediate effect and without prior notice of default: 1) a new delivery of the merchandise and/or services; 2) a repair or replacement of the merchandise and/or service by the supplier or a third party at the expense and under the responsibility of the supplier; 3) a dissolution of the contract with compensation for its damage; 4) removal of the merchandise and/or services delivered by the supplier or a third party at the expense and under the responsibility of the supplier. These rectifications shall in no way prejudice recourse to any eventual additional remedies to which VMI may wish to avail itself in the future. VMI shall notify the supplier in writing of any breach of one or several of the guarantees described in the present general conditions. The supplier shall be deemed to have accepted the defect(s) in casu barring his objections submitted in a reasoned and detailed reply within two business days following receipt of the said notification.
9. WARRANTY. All merchandise is delivered with a minimum warranty of two years from delivery. The warranty period is extended by the period of interruption of use due to defect. This period commences when VMI notifies the supplier of the defect and ends when the appliance is put back into service. The warranty for repair or replacement of defective parts is at least six months. The warranty covers all costs necessary to restore the appliance to a good working condition when it breaks down as a result of normal use. The supplier is responsible for the damage resulting from the faulty operation of the delivered products.
10. PRICE. The agreed prices are fixed and cannot be offset. This applies to all orders, including those delivered upon request. The agreed prices are exclusive of VAT, but include all other government taxes, excise duties and levies as well as all packaging, protection and fixing materials. The supplier is responsible and liable for the correct levying and payment of all these taxes and/or levies. If applicable, the supplier must invoice such taxes to VMI so that VMI can reclaim these taxes correctly. Changes in prices, indexes, wages, wages, social security contributions, taxes, exchange rates and other cost-increasing factors, as well as contract variations, shall not be passed on to VMI unless this possibility of revision is expressly provided for in the agreement.
11. SET-OFF. VMI shall be entitled, at any moment and without the need for prior notice of default, to set-off its outstanding debts vis-à-vis the supplier and outstanding receivable accounts owed to it by the latter, even if these are not yet claimable.
12. INTELLECTUAL PROPERTY. The intellectual property rights, including copyrights, trademark rights, design rights and patent rights, which apply to designs, drawings, models, etc., which have been granted by VMI to the supplier, are the exclusive property of VMI. All rights to works developed specifically for VMI under this agreement shall become the property of VMI from the moment the works are developed. All rights to works not specifically developed for VMI remain the property of the supplier.
13. PROCESSING OF PERSONAL DATA. VMI processes the supplier's personal data (contact details, position, etc. - hereinafter the "Personal Data") in accordance with applicable privacy regulations, (a) for the execution of the agreement, (b) in the context of supplier management, as well as (c) for direct marketing activities. Personal data may be passed on to processors, recipients and/or third parties to the extent necessary in the context of the aforementioned purposes. The personal data will be kept at least during the execution period of the agreement, and for as long as necessary within the framework of the cooperation. The supplier shall at all times have the right to inspect, correct or amend his personal data or to oppose their processing as referred to in point (c) above. To this end, it is sufficient to contact VMI in writing at info@luminussolutions.be with reference to the agreement and mentioning "processing of personal data". The supplier is responsible for the accuracy of the personal data he provides to VMI and undertakes to comply with the General Data Protection Regulation with respect to the persons whose personal data it has transmitted to us, as well as with respect to any possible personal data it might receive from us and our employees. The Data Protection Authority is the responsible supervisor of compliance with privacy legislation in Belgium and for following up complaints in this regard.
14. 1 CONFIDENTIALITY. The Parties undertake to treat information that has been classified as confidential and received from the other Party as strictly confidential and not to disclose or make it known to third parties in any way whatsoever, to use confidential information only within the framework and within the limits of the implementation of this Agreement and to protect confidential information against theft, loss, damage and/or unauthorised access by third parties. Confidential information means, among other things, the company's related information (in any form or on any medium whatsoever) relating to technology, strategy, design, products, customers, potential customers (including address lists), technical or commercial methods, rates, pricing conditions, suppliers, financing, employees and management. All data, documents and other business information made available to the supplier by VMI shall at all times remain the property of VMI and shall be returned at the first request of VMI or at the latest upon delivery. The supplier shall also impose the obligations referred to in this article on personnel and third parties who are involved in the execution of the agreement on behalf of the supplier. In the event of a breach of confidentiality by the supplier, the latter shall forfeit a fine of EUR 10,000 per violation, payable on demand, without prejudice to VMI's right to claim full compensation for the damage it has suffered.
15. 15. INTEGRITY – ANTI-CORRUPTION. In the performance of its activities under this Agreement both Parties undertake to comply with all applicable legislation and regulations with regard to its activities, including, but not limited to, regulations on corruption, money laundering, the protection of the environment, product liability, legislation on privacy and protection of personal data, health and safety of employees, etc., and to ensure that it is complied with by its personnel and subcontractors. In particular, Parties undertake not to carry out their activities, directly or indirectly, in violation of anti-fraud provisions such as the regulations on bribery, corruption, money laundering, tax evasion, etc. They shall not engage in, or cause the commission of, any illegal or illegal activity. The Supplier shall compensate, defend and indemnify VMI and its personnel for all liabilities, losses, damage, injuries, costs, legal actions, fines and sanctions resulting from non-compliance by the Supplier, its personnel or subcontractors with its obligations as set out in this Article 14.

Both Parties take all reasonable steps to give no commissions, payments, gifts of substantial value, extensive entertainment or other gifts of substantial value to any employee or agent of the other Party in connection with the performance of this Contract or any other contract between the Parties. Each proven failure to comply with the above can be considered as a substantial breach of the Contract between the Parties.

16. 1 INSURANCE – LIABILITY. Prior to the delivery of merchandise or services, the supplier must take out and maintain the necessary insurance cover during the entire performance, as well as during the warranty period, in relation to the subject matter of the contract, in order to cover his liability. In the case of subcontracting, the supplier must impose the same obligations on his subcontractors. Proof of this must be provided to VMI and VMI can request confirmation of this from the insurer at any time. In this case, VMI may, if it deems it useful, substitute itself for the supplier with a view to taking out insurance or paying the premiums and deduct the costs resulting from the amounts due to the supplier. The supplier, his personnel and subcontractors must be covered by insurance for accidents at work and for accidents during commuting. Vehicles belonging to the supplier, his personnel and subcontractors must be covered by BA car insurance, even if used solely on private premises. The professional liability or liability for the supplier's operations, both contractual and non-contractual, as well as all construction site risks must be insured for sufficiently high amounts, taking into account the risks of the Agreement. This obligation to take out insurance does not imply in any way whatsoever the limitation of the supplier's liability, nor does it imply any indemnification of VMI against claims by third parties for amounts exceeding the insured limits for risks not covered by the insurance. The compensation which VMI may be required to pay to the supplier and third parties will never exceed the cover granted under VMI's BA insurance policy. The most current version of the liability insurance certificate can be sent on simple request. In any case, the liability of VMI towards the supplier and towards third parties shall be limited to the amount invoiced by VMI to the Client in the period of 12 months prior to the occurrence of the damage suffered by the Customer. Any claims under this Agreement shall be made only against VMI. The supplier waives any tort claim against VMI and its affiliated and associated companies, as well as against their respective directors, officers and personnel (whether through an employment contract or self-employed) that are involved in the performance of this Agreement, regardless of the specific cause of damage.
17. 1 DISPUTES – APPLICABLE LAW. The court of Leuven will have exclusive jurisdiction to take cognizance of all disputes that may arise as a result of the Agreement. This Agreement is exclusively governed by Belgian law. The applicability of foreign legislation or the Vienna Sales Convention is expressly excluded. In the case of procedural steps before the court, all costs, the amount of which is determined by the court, should be reimbursed by the losing party.

1. OBJECT – Application. These are the general purchase conditions of Luminus Solutions NV/SA, with registered office in Belgium, 1210 Brussels, Boulevard du Roi Albert II 7, CBE number: 0454.145.981, (hereinafter "LS"). These conditions shall apply to any order and/or agreement drawn up and/or concluded by LS with a view to the purchase of merchandise and/or the acceptance of services. These conditions apply exclusively to the purchase agreement between LS and the supplier. LS explicitly protests the application of any other conditions included in or referred to in the supplier's documents (eg quotation, order confirmation, invoice, etc.), even if these are later communicated to LS and are no longer explicitly protested. These conditions apply unless the parties expressly agree otherwise in writing. In the latter case, these general purchase conditions in any case retain their additional effect in relation to the deviating conditions and modalities.
2. QUOTE - ACCEPTANCE OF AN ORDER. Quotes from the supplier shall remain of binding force during the term stated in these, with a minimum validity of one month. Ambiguities in the supplier’s price offer shall invariably be resolved in favour of LS. LS is only bound by an order placed by it following a quote from the supplier if this order is confirmed in writing by a representative body of LS. An order submitted by LS shall be considered to have been accepted by the supplier unless it is refused by the latter in writing and within a term of ten days following receipt of the said order. At any moment prior to the acceptance of an order by the supplier, explicitly or implicitly, LS shall remain entitled to change its order either partially or wholly or to cancel it. An order shall at all times be placed by LS under reservation of subsequent rectification of eventual errors and/or material mistakes. As a result, it cannot be held liable for compensation.
3. DELIVERY - PERFORMANCE. Deliveries of merchandise and/or services by the supplier are made according to the incoterm 'Delivery Duty Pay' (DDP). The supplier indemnifies LS against possible damage to, or loss of, the merchandise as a result of the delivery. On delivery of merchandise, a detailed shipping note must be sent to LS containing the following information: the order number, the description of the number and nature of the merchandise dispatched, as well as the number and characteristics of the packages. For the provision of services, a work order must be submitted to LS, which must include the following details: the start and end hours at which the services were performed and details of the services provided. The signing of the work order by LS only validates the data on the work order, but does not imply acceptance of the services provided.
4. DELIVERY PERIOD. Delivery terms shall be considered essential commitments and binding on the supplier. In the event that the supplier exceeds a delivery period, the supplier shall be in default without notice of default and LS shall be entitled, without judicial intervention by means of a simple written notification, without prejudice to all other rights provided for in the Dutch Civil Code, to dissolve the contract in whole or in part. LS may refuse partial or early deliveries, in which case it may return or store the merchandise, in both cases at the supplier's expense and risk. LS reserves the right to charge all costs arising from non-compliance with delivery periods (such as temporary measures) to the supplier following a written notice of default.
5. ACCEPTANCE. Acceptance of the merchandise and/or services shall always take place in LS's company or at the delivery address provided by LS. The approval and acceptance shall be subject to prior inspection by LS, which, depending upon the nature of the goods and/or the work and the prevailing circumstances, take place within a reasonable term following the delivery, provided that this term shall never be less than 7 business days. Even if LS proceeds with delivery of the merchandise, all risks to which the merchandise is exposed before its arrival in our warehouse are borne by the supplier. LS reserves the right to refuse the merchandise which, without written approval of the order, has been changed in dimensions, quality or construction. Too much delivered merchandise can be refused, even if the merchandise is already in the warehouse. The supplier is obliged to take back the rejected goods at his expense.

Interim payments shall not be deemed as acceptance of the goods and/or work. Any acceptance process shall invariably be conducted under reservations and without exclusion of the eventuality of possible and latent defects in the future.

6. BILLING. LS requests the supplier to deliver the invoice, stating the number of the order form. With respect to received and accepted goods, the agreed-to price shall be billed following the expiration of the term stated on the order form. In the absence of any term, said invoices shall be payable within 60 days following the end of the month in which they are received. In the event of a dispute about the number of goods or services delivered, in the event of defects, material or documentary incompleteness of the goods or services delivered, the goods or services will not be paid for by law and without any notice of default being required. The transfer of ownership of merchandise takes place from the moment the merchandise is individually identifiable, regardless of the full payment of the price. The transfer of ownership of services takes place from the moment the services are delivered. The supplier bears the risk of damage to and loss of the merchandise and/or services until the acceptance of the merchandise and/or services by LS.
7. SECURITY DEPOSIT. The supplier shall guarantee that the goods and/or services at the time of delivery 1) are in conformity with the conditions and modalities of the agreement between the parties; 2) are in conformity with all relevance and applicable legislative provisions pertaining, including the legislation concerning safety, transport, packaging, and labelling; 3) are free of patent and latent defects; 4) satisfy all relevant and applicable technical regulations and norms; 5) are free and unencumbered and not in conflict with the intellectual property rights of any third party ; 6) are accompanied by all necessary and useful documentation that will enable their use, processing and/or their resale on behalf of LS under the most optimal circumstances and conditions, whereby the supplier shall confirm the correctness, completeness, and current actuality of said documentation.
8. DEFECTS. In the event of a breach of one or more of the guarantees described in these general terms and conditions, LS is entitled to apply one or more of the following remedies at its discretion, with immediate effect and without prior notice of default: 1) a new delivery of the merchandise and/or services; 2) a repair or replacement of the merchandise and/or service by the supplier or a third party at the expense and under the responsibility of the supplier; 3) a dissolution of the contract with compensation for its damage; 4) removal of the merchandise and/or services delivered by the supplier or a third party at the expense and under the responsibility of the supplier. These rectifications shall in no way prejudice recourse to any eventual additional remedies to which LS may wish to avail itself in the future. LS shall notify the supplier in writing of any breach of one or several of the guarantees described in the present general conditions. The supplier shall be deemed to have accepted the defect(s) in casu barring his objections submitted in a reasoned and detailed reply within two business days following receipt of the said notification.
9. WARRANTY. All merchandise is delivered with a minimum warranty of two years from delivery. The warranty period is extended by the period of interruption of use due to defect. This period commences when LS notifies the supplier of the defect and ends when the appliance is put back into service. The warranty for repair or replacement of defective parts is at least six months. The warranty covers all costs necessary to restore the appliance to a good working condition when it breaks down as a result of normal use. The supplier is responsible for the damage resulting from the faulty operation of the delivered products.
10. PRICE. The agreed prices are fixed and cannot be offset. This applies to all orders, including those delivered upon request. The agreed prices are exclusive of VAT, but include all other government taxes, excise duties and levies as well as all packaging, protection and fixing materials. The supplier is responsible and liable for the correct levying and payment of all these taxes and/or levies. If applicable, the supplier must invoice such taxes to LS so that LS can reclaim these taxes correctly. Changes in prices, indexes, wages, wages, social security contributions, taxes, exchange rates and other cost-increasing factors, as well as contract variations, shall not be passed on to LS unless this possibility of revision is expressly provided for in the agreement.
11. SET-OFF. LS shall be entitled, at any moment and without the need for prior notice of default, to set-off its outstanding debts vis-à-vis the supplier and outstanding receivable accounts owed to it by the latter, even if these are not yet claimable.
12. INTELLECTUAL PROPERTY. The intellectual property rights, including copyrights, trademark rights, design rights and patent rights, which apply to designs, drawings, models, etc., which have been granted by LS to the supplier, are the exclusive property of LS. All rights to works developed specifically for LS under this agreement shall become the property of LS from the moment the works are developed. All rights to works not specifically developed for LS remain the property of the supplier.
13. PROCESSING OF PERSONAL DATA. LS processes the supplier's personal data (contact details, position, etc. - hereinafter the "Personal Data") in accordance with applicable privacy regulations, (a) for the execution of the agreement, (b) in the context of supplier management, as well as (c) for direct marketing activities. Personal data may be passed on to processors, recipients and/or third parties to the extent necessary in the context of the aforementioned purposes. The personal data will be kept at least during the execution period of the agreement, and for as long as necessary within the framework of the cooperation. The supplier shall at all times have the right to inspect, correct or amend his personal data or to oppose their processing as referred to in point (c) above. To this end, it is sufficient to contact LS in writing at info@luminussolutions.be with reference to the agreement and mentioning "processing of personal data". The supplier is responsible for the accuracy of the personal data he provides to LS and undertakes to comply with the General Data Protection Regulation with respect to the persons whose personal data it has transmitted to us, as well as with respect to any possible personal data it might receive from us and our employees. The Data Protection Authority is the responsible supervisor of compliance with privacy legislation in Belgium and for following up complaints in this regard.
14. 1 CONFIDENTIALITY. The Parties undertake to treat information that has been classified as confidential and received from the other Party as strictly confidential and not to disclose or make it known to third parties in any way whatsoever, to use confidential information only within the framework and within the limits of the implementation of this Agreement and to protect confidential information against theft, loss, damage and/or unauthorised access by third parties. Confidential information means, among other things, the company's related information (in any form or on any medium whatsoever) relating to technology, strategy, design, products, customers, potential customers (including address lists), technical or commercial methods, rates, pricing conditions, suppliers, financing, employees and management. All data, documents and other business information made available to the supplier by LS shall at all times remain the property of LS and shall be returned at the first request of LS or at the latest upon delivery. The supplier shall also impose the obligations referred to in this article on personnel and third parties who are involved in the execution of the agreement on behalf of the supplier. In the event of a breach of confidentiality by the supplier, the latter shall forfeit a fine of EUR 10,000 per violation, payable on demand, without prejudice to LS's right to claim full compensation for the damage it has suffered.
15. 15. INTEGRITY – ANTI-CORRUPTION. In the performance of its activities under this Agreement both Parties undertake to comply with all applicable legislation and regulations with regard to its activities, including, but not limited to, regulations on corruption, money laundering, the protection of the environment, product liability, legislation on privacy and protection of personal data, health and safety of employees, etc., and to ensure that it is complied with by its personnel and subcontractors. In particular, Parties undertake not to carry out their activities, directly or indirectly, in violation of anti-fraud provisions such as the regulations on bribery, corruption, money laundering, tax evasion, etc. They shall not engage in, or cause the commission of, any illegal or illegal activity. The Supplier shall compensate, defend and indemnify LS and its personnel for all liabilities, losses, damage, injuries, costs, legal actions, fines and sanctions resulting from non-compliance by the Supplier, its personnel or subcontractors with its obligations as set out in this Article 15.

Both Parties take all reasonable steps to give no commissions, payments, gifts of substantial value, extensive entertainment or other gifts of substantial value to any employee or agent of the other Party in connection with the performance of this Contract or any other contract between the Parties. Each proven failure to comply with the above can be considered as a substantial breach of the Contract between the Parties.

16. 1 INSURANCE – LIABILITY. Prior to the delivery of merchandise or services, the supplier must take out and maintain the necessary insurance cover during the entire performance, as well as during the warranty period, in relation to the subject matter of the contract, in order to cover his liability. In the case of subcontracting, the supplier must impose the same obligations on his subcontractors. Proof of this must be provided to LS and LS can request confirmation of this from the insurer at any time. In this case, LS may, if it deems it useful, substitute itself for the supplier with a view to taking out insurance or paying the premiums and deduct the costs resulting from the amounts due to the supplier. The supplier, his personnel and subcontractors must be covered by insurance for accidents at work and for accidents during commuting. Vehicles belonging to the supplier, his personnel and subcontractors must be covered by BA car insurance, even if used solely on private premises. The professional liability or liability for the supplier's operations, both contractual and non-contractual, as well as all construction site risks must be insured for sufficiently high amounts, taking into account the risks of the Agreement. This obligation to take out insurance does not imply in any way whatsoever the limitation of the supplier's liability, nor does it imply any indemnification of LS against claims by third parties for amounts exceeding the insured limits for risks not covered by the insurance. The compensation which LS may be required to pay to the supplier and third parties will never exceed the cover granted under LS's BA insurance policy. The most current version of the liability insurance certificate can be sent on simple request. In any case, the liability of LS towards the supplier and towards third parties shall be limited to the amount invoiced by LS to the Client in the period of 12 months prior to the occurrence of the damage suffered by the Customer. Any claims under this Agreement shall be made only against LS. The supplier waives any tort claim against LS and its affiliated and associated companies, as well as against their respective directors, officers and personnel (whether through an employment contract or self-employed) that are involved in the performance of this Agreement, regardless of the specific cause of damage.
17. 1 DISPUTES – APPLICABLE LAW. The courts of the judicial district of Brussels will have exclusive jurisdiction to take cognizance of all disputes that may arise as a result of the Agreement. This Agreement is exclusively governed by Belgian law. The applicability of foreign legislation or the Vienna Sales Convention is expressly excluded. In the case of procedural steps before the court, all costs, the amount of which is determined by the court, should be reimbursed by the losing party.

1. OBJECT – Application. These are the general purchase conditions of Luminus Solutions Invest NV/SA, with registered office in Belgium, 3320 Hoegaarden, Bleyveldstraat 9, CBE number: 0462.388.112, (hereinafter "LSI"). These conditions shall apply to any order and/or agreement drawn up and/or concluded by LSI with a view to the purchase of merchandise and/or the acceptance of services. These conditions apply exclusively to the purchase agreement between LSI and the supplier. LSI explicitly protests the application of any other conditions included in or referred to in the supplier's documents (eg quotation, order confirmation, invoice, etc.), even if these are later communicated to LSI and are no longer explicitly protested. These conditions apply unless the parties expressly agree otherwise in writing. In the latter case, these general purchase conditions in any case retain their additional effect in relation to the deviating conditions and modalities.
2. QUOTE - ACCEPTANCE OF AN ORDER. Quotes from the supplier shall remain of binding force during the term stated in these, with a minimum validity of one month. Ambiguities in the supplier’s price offer shall invariably be resolved in favour of LSI. LSI is only bound by an order placed by it following a quote from the supplier if this order is confirmed in writing by a representative body of LSI. An order submitted by LSI shall be considered to have been accepted by the supplier unless it is refused by the latter in writing and within a term of ten days following receipt of the said order. At any moment prior to the acceptance of an order by the supplier, explicitly or implicitly, LSI shall remain entitled to change its order either partially or wholly or to cancel it. An order shall at all times be placed by LSI under reservation of subsequent rectification of eventual errors and/or material mistakes. As a result, it cannot be held liable for compensation.
3. DELIVERY - PERFORMANCE. Deliveries of merchandise and/or services by the supplier are made according to the incoterm 'Delivery Duty Pay' (DDP). The supplier indemnifies LSI against possible damage to, or loss of, the merchandise as a result of the delivery. On delivery of merchandise, a detailed shipping note must be sent to LSI containing the following information: the order number, the description of the number and nature of the merchandise dispatched, as well as the number and characteristics of the packages. For the provision of services, a work order must be submitted to LSI, which must include the following details: the start and end hours at which the services were performed and details of the services provided. The signing of the work order by LSI only validates the data on the work order, but does not imply acceptance of the services provided.
4. DELIVERY PERIOD. Delivery terms shall be considered essential commitments and binding on the supplier. In the event that the supplier exceeds a delivery period, the supplier shall be in default without notice of default and LSI shall be entitled, without judicial intervention by means of a simple written notification, without prejudice to all other rights provided for in the Dutch Civil Code, to dissolve the contract in whole or in part. LSI may refuse partial or early deliveries, in which case it may return or store the merchandise, in both cases at the supplier's expense and risk. LSI reserves the right to charge all costs arising from non-compliance with delivery periods (such as temporary measures) to the supplier following a written notice of default.
5. ACCEPTANCE. Acceptance of the merchandise and/or services shall always take place in LSI's company or at the delivery address provided by LSI. The approval and acceptance shall be subject to prior inspection by LSI, which, depending upon the nature of the goods and/or the work and the prevailing circumstances, take place within a reasonable term following the delivery, provided that this term shall never be less than 7 business days. Even if LSI proceeds with delivery of the merchandise, all risks to which the merchandise is exposed before its arrival in our warehouse are borne by the supplier. LSI reserves the right to refuse the merchandise which, without written approval of the order, has been changed in dimensions, quality or construction. Too much delivered merchandise can be refused, even if the merchandise is already in the warehouse. The supplier is obliged to take back the rejected goods at his expense.

Interim payments shall not be deemed as acceptance of the goods and/or work. Any acceptance process shall invariably be conducted under reservations and without exclusion of the eventuality of possible and latent defects in the future.

6. BILLING. LSI requests the supplier to deliver the invoice, stating the number of the order form. With respect to received and accepted goods, the agreed-to price shall be billed following the expiration of the term stated on the order form. In the absence of any term, said invoices shall be payable within 60 days following the end of the month in which they are received. In the event of a dispute about the number of goods or services delivered, in the event of defects, material or documentary incompleteness of the goods or services delivered, the goods or services will not be paid for by law and without any notice of default being required. The transfer of ownership of merchandise takes place from the moment the merchandise is individually identifiable, regardless of the full payment of the price. The transfer of ownership of services takes place from the moment the services are delivered. The supplier bears the risk of damage to and loss of the merchandise and/or services until the acceptance of the merchandise and/or services by LSI.
7. SECURITY DEPOSIT. The supplier shall guarantee that the goods and/or services at the time of delivery 1) are in conformity with the conditions and modalities of the agreement between the parties; 2) are in conformity with all relevance and applicable legislative provisions pertaining, including the legislation concerning safety, transport, packaging, and labelling; 3) are free of patent and latent defects; 4) satisfy all relevant and applicable technical regulations and norms; 5) are free and unencumbered and not in conflict with the intellectual property rights of any third party ; 6) are accompanied by all necessary and useful documentation that will enable their use, processing and/or their resale on behalf of LSI under the most optimal circumstances and conditions, whereby the supplier shall confirm the correctness, completeness, and current actuality of said documentation.
8. DEFECTS. In the event of a breach of one or more of the guarantees described in these general terms and conditions, LSI is entitled to apply one or more of the following remedies at its discretion, with immediate effect and without prior notice of default: 1) a new delivery of the merchandise and/or services; 2) a repair or replacement of the merchandise and/or service by the supplier or a third party at the expense and under the responsibility of the supplier; 3) a dissolution of the contract with compensation for its damage; 4) removal of the merchandise and/or services delivered by the supplier or a third party at the expense and under the responsibility of the supplier. These rectifications shall in no way prejudice recourse to any eventual additional remedies to which LSI may wish to avail itself in the future. LSI shall notify the supplier in writing of any breach of one or several of the guarantees described in the present general conditions. The supplier shall be deemed to have accepted the defect(s) in casu barring his objections submitted in a reasoned and detailed reply within two business days following receipt of the said notification.
9. WARRANTY. All merchandise is delivered with a minimum warranty of two years from delivery. The warranty period is extended by the period of interruption of use due to defect. This period commences when LSI notifies the supplier of the defect and ends when the appliance is put back into service. The warranty for repair or replacement of defective parts is at least six months. The warranty covers all costs necessary to restore the appliance to a good working condition when it breaks down as a result of normal use. The supplier is responsible for the damage resulting from the faulty operation of the delivered products.
10. PRICE. The agreed prices are fixed and cannot be offset. This applies to all orders, including those delivered upon request. The agreed prices are exclusive of VAT, but include all other government taxes, excise duties and levies as well as all packaging, protection and fixing materials. The supplier is responsible and liable for the correct levying and payment of all these taxes and/or levies. If applicable, the supplier must invoice such taxes to LSI so that LSI can reclaim these taxes correctly. Changes in prices, indexes, wages, wages, social security contributions, taxes, exchange rates and other cost-increasing factors, as well as contract variations, shall not be passed on to LSI unless this possibility of revision is expressly provided for in the agreement.
11. SET-OFF. LSI shall be entitled, at any moment and without the need for prior notice of default, to set-off its outstanding debts vis-à-vis the supplier and outstanding receivable accounts owed to it by the latter, even if these are not yet claimable.
12. INTELLECTUAL PROPERTY. The intellectual property rights, including copyrights, trademark rights, design rights and patent rights, which apply to designs, drawings, models, etc., which have been granted by LSI to the supplier, are the exclusive property of LSI. All rights to works developed specifically for LSI under this agreement shall become the property of LSI from the moment the works are developed. All rights to works not specifically developed for LSI remain the property of the supplier.
13. PROCESSING OF PERSONAL DATA. LSI processes the supplier's personal data (contact details, position, etc. - hereinafter the "Personal Data") in accordance with applicable privacy regulations, (a) for the execution of the agreement, (b) in the context of supplier management, as well as (c) for direct marketing activities. Personal data may be passed on to processors, recipients and/or third parties to the extent necessary in the context of the aforementioned purposes. The personal data will be kept at least during the execution period of the agreement, and for as long as necessary within the framework of the cooperation. The supplier shall at all times have the right to inspect, correct or amend his personal data or to oppose their processing as referred to in point (c) above. To this end, it is sufficient to contact LSI in writing at info@luminussolutions.be with reference to the agreement and mentioning "processing of personal data". The supplier is responsible for the accuracy of the personal data he provides to LSI and undertakes to comply with the General Data Protection Regulation with respect to the persons whose personal data it has transmitted to us, as well as with respect to any possible personal data it might receive from us and our employees. The Data Protection Authority is the responsible supervisor of compliance with privacy legislation in Belgium and for following up complaints in this regard.
14. 1 CONFIDENTIALITY. The Parties undertake to treat information that has been classified as confidential and received from the other Party as strictly confidential and not to disclose or make it known to third parties in any way whatsoever, to use confidential information only within the framework and within the limits of the implementation of this Agreement and to protect confidential information against theft, loss, damage and/or unauthorised access by third parties. Confidential information means, among other things, the company's related information (in any form or on any medium whatsoever) relating to technology, strategy, design, products, customers, potential customers (including address lists), technical or commercial methods, rates, pricing conditions, suppliers, financing, employees and management. All data, documents and other business information made available to the supplier by LSI shall at all times remain the property of LSI and shall be returned at the first request of LSI or at the latest upon delivery. The supplier shall also impose the obligations referred to in this article on personnel and third parties who are involved in the execution of the agreement on behalf of the supplier. In the event of a breach of confidentiality by the supplier, the latter shall forfeit a fine of EUR 10,000 per violation, payable on demand, without prejudice to LSI's right to claim full compensation for the damage it has suffered.
15. 15. INTEGRITY – ANTI-CORRUPTION. In the performance of its activities under this Agreement both Parties undertake to comply with all applicable legislation and regulations with regard to its activities, including, but not limited to, regulations on corruption, money laundering, the protection of the environment, product liability, legislation on privacy and protection of personal data, health and safety of employees, etc., and to ensure that it is complied with by its personnel and subcontractors. In particular, Parties undertake not to carry out their activities, directly or indirectly, in violation of anti-fraud provisions such as the regulations on bribery, corruption, money laundering, tax evasion, etc. They shall not engage in, or cause the commission of, any illegal or illegal activity. The Supplier shall compensate, defend and indemnify LSI and its personnel for all liabilities, losses, damage, injuries, costs, legal actions, fines and sanctions resulting from non-compliance by the Supplier, its personnel or subcontractors with its obligations as set out in this Article 15.

Both Parties take all reasonable steps to give no commissions, payments, gifts of substantial value, extensive entertainment or other gifts of substantial value to any employee or agent of the other Party in connection with the performance of this Contract or any other contract between the Parties. Each proven failure to comply with the above can be considered as a substantial breach of the Contract between the Parties.

16. 1 INSURANCE – LIABILITY. Prior to the delivery of merchandise or services, the supplier must take out and maintain the necessary insurance cover during the entire performance, as well as during the warranty period, in relation to the subject matter of the contract, in order to cover his liability. In the case of subcontracting, the supplier must impose the same obligations on his subcontractors. Proof of this must be provided to LSI and LSI can request confirmation of this from the insurer at any time. In this case, LSI may, if it deems it useful, substitute itself for the supplier with a view to taking out insurance or paying the premiums and deduct the costs resulting from the amounts due to the supplier. The supplier, his personnel and subcontractors must be covered by insurance for accidents at work and for accidents during commuting. Vehicles belonging to the supplier, his personnel and subcontractors must be covered by BA car insurance, even if used solely on private premises. The professional liability or liability for the supplier's operations, both contractual and non-contractual, as well as all construction site risks must be insured for sufficiently high amounts, taking into account the risks of the Agreement. This obligation to take out insurance does not imply in any way whatsoever the limitation of the supplier's liability, nor does it imply any indemnification of LSI against claims by third parties for amounts exceeding the insured limits for risks not covered by the insurance. The compensation which LSI may be required to pay to the supplier and third parties will never exceed the cover granted under LSI's BA insurance policy. The most current version of the liability insurance certificate can be sent on simple request. In any case, the liability of LSI towards the supplier and towards third parties shall be limited to the amount invoiced by LSI to the Client in the period of 12 months prior to the occurrence of the damage suffered by the Customer. Any claims under this Agreement shall be made only against LSI. The supplier waives any tort claim against LSI and its affiliated and associated companies, as well as against their respective directors, officers and personnel (whether through an employment contract or self-employed) that are involved in the performance of this Agreement, regardless of the specific cause of damage.
17. 1 DISPUTES – APPLICABLE LAW. The court of Leuven will have exclusive jurisdiction to take cognizance of all disputes that may arise as a result of the Agreement. This Agreement is exclusively governed by Belgian law. The applicability of foreign legislation or the Vienna Sales Convention is expressly excluded. In the case of procedural steps before the court, all costs, the amount of which is determined by the court, should be reimbursed by the losing party.