STAN EDITIONS – GENERAL TERMS AND CONDITIONS OF SALE – 2024

ARTICLE 1 – APPLICABILITY

1.1. All sales, transactions, deliveries and purchase orders, as well as any other document relating to the Goods to be delivered by Stan Editions (hereafter, the “Supplier”), are solely governed by these General Terms and Conditions of Sale (hereafter the “Conditions”) signed by the Parties.

1.2. Our Conditions apply to all our transactions. In order to be valid, each deviation from the present Conditions must be subject to an explicit, prior and written agreement between the Parties. Any lack of reaction or lack of protest from the Supplier’s side can under no condition be considered an acceptance of such deviation. The Buyer expressly renounces the application of its own general or specific terms and conditions, even if these would be posterior to the present Conditions.

1.3. Any failure or delay by the Supplier in exercising any right or remedy pursuant to these Conditions cannot be construed as a waiver of said right or remedy and will not preclude its exercise at any subsequent time.

1.4. These Conditions automatically apply to all similar future commercial relations and legal transactions between the Supplier and the Buyer without it being necessary to expressly refer to these Conditions.

ARTICLE 2 – DEFINITIONS

“Agreement” shall mean the written sales agreement, if any, with appendices, if any (1), the Order (2), the Conditions (3) and the Supplier’s acknowledgement of the Order (4). In case of any discrepancies between the documents, the order of priority shall be as stated above, unless otherwise agreed in writing.

“Days” shall mean calendar days, not business days, unless otherwise specified.
“Delivery” shall mean the delivery of the Goods (including accompanying documentation) as agreed upon between the

Supplier and the Buyer.

“Goods” shall mean the goods defined in the Agreement to be delivered by the Supplier to the Buyer under the Agreement and in accordance with these Conditions.

“Intellectual Property” shall include but not be limited to the rights on inventions, patents, utility models, technical examples, trademarks, trade names, domain names, designs and models as well as any applications thereof and copyrights and related rights, confidential information, know-how and trade secrets, and any other corresponding rights and related subject matter eligible for protection under applicable jurisdictions as well as any right to apply for any of the foregoing; Intellectual Property rights shall also include any improvements, enhancements and derivative works based on any pre- existing Intellectual Property rights.

“Order” shall mean the purchase order placed by the Buyer, for the Delivery of the Goods pursuant to the Agreement. “Parties” shall mean the Supplier and the Buyer jointly, and a “Party” shall mean either of them.

“Price” shall mean the compensation defined in the Agreement to be paid by the Buyer to the Supplier against the supply of the Goods.

ARTICLE 3 – CONCLUSION OF THE SALES AGREEMENT

3.1. The Agreement is only concluded upon written confirmation by the Supplier. A start of execution counts as confirmation, unless this has been done subject to reservation. The execution thereof takes place in accordance with the Conditions included in the order form and/or the invoices, to the exclusion of the Buyer's own terms and conditions, unless expressly agreed in writing by the Supplier.

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An Order, including those noted by our agents or representatives, is only binding if it is expressly accepted by the Supplier in writing.

3.2. Any cancellation of the Order must be made in writing. It is only valid subject to written acceptance by the Supplier.

In the event of cancellation, the Supplier is entitled to keep the agreed advance, paid by the Buyer, as compensation, without prejudice to the right to claim a higher compensation in the event of proven higher damage. This fee covers fixed and variable costs and possible loss of profit.

3.3. Unless expressly agreed otherwise, our offers are valid for thirty days.
3.4. By signing, the Buyer acknowledges having taken note of and agreeing to these Conditions, which form an integral

part of the Agreement.

ARTICLE 4 – DESCRIPTION OF THE GOODS TO BE SUPPLIED

The Goods are delivered as stipulated in the order form or on the front of the invoice.

ARTICLE 5 – PURCHASE ORDERS

All purchase orders received by the Supplier are considered to be final, binding upon the Buyer and irrevocable.

Unless otherwise expressly agreed in writing, the Supplier’s acceptance of a purchase order is limited to acceptance of the express terms set forth in the purchase order insofar as they do not deviate from these Conditions or any special conditions signed by the Parties.

ARTICLE 6 – PRICE

6.1. Our Prices are quoted in EURO and are always exclusive of VAT, customs duties and charges and all other applicable taxes and duties. Any increase in the VAT rate in the period between the Order and the Delivery shall be borne by the Buyer. The Orders are invoiced at the Prices and Conditions in force at the time of acceptance of the Order.

6.2. The Prices quoted by the Supplier are for information purposes, based on the currently applicable purchase prices of raw materials, the currently applicable energy prices, transport costs and prices of supplier services, and can be adjusted in the same proportion in the event of change. Any Price revision will take place in accordance with the legally permitted standards.

In this case, the new Price as stated on the front of the invoice applies.

6.3. The costs for transport, Delivery and insurance shall be borne by the Buyer. The cost of Delivery is included in the Price for Orders from 1.000, - EUR.

ARTICLE 7 – PAYMENT
7.1. When signing the order form, the Buyer undertakes to pay the Supplier an advance of 30% of the total amount of the invoice. 

7.2. The Price is payable unless otherwise stated on the invoice.

The amount of the invoice must be paid net. Discount and bank charges are at the expense of the Supplier. In the event of prompt payment, the invoice amount may be reduced by 2%, but only if this has been expressly agreed in advance. This benefit will lapse in the event of one late payment and/or default.

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7.3. Our invoices are payable within thirty days. The starting date of the payment term shall be the day following that of receipt by the Buyer of the invoice or an equivalent request for payment, or of the receipt of the Goods or services, if the date of receipt of the invoice or the equivalent request for payment is not defined or if the Buyer receives the invoice or the equivalent request for payment earlier than the Goods.

Unless proven otherwise, our invoices are deemed to have been received no later than three days after the invoice date.

Payment must be made to our account number IBAN BE49 7350 5968 2771. - BIC KREDBEBB. The payment must state the details of our invoice (such as invoice number and invoice date).

7.4. Payment of an invoice, in full or in part, amounts to the Buyer’s unconditional acceptance of the supplied Goods.

7.5. In the event of non-payment on the due date, the invoice amount will be increased by operation of law and without a notice of default being required, by a flat-rate compensation of 10% and a default interest as provided for in the Law of 2 August 2002 on combatting late payment in commercial transactions.

This provision will continue to apply if we allow instalments or payment facilities.

7.6. Any non-payment of an invoice on the due date or any default shall result in the immediate acceleration of payment of all invoices, whether or not past due date, and shall automatically cancel any payment facility or discount for immediate payment both for the past and for the future. This failure of payment shall also allow the Supplier to suspend or cancel all current orders, after prior notice of default.

Similarly, in the event of total or partial late payment of interim invoices, the flat-rate compensation and the interest as stated under 7.5 will be due.

7.7. Any dispute of our invoices must be made by registered letter under penalty of forfeiture at the latest within eight days after receipt thereof and in any case before commissioning or resale of the Goods.

Disputes do not suspend payment obligations.

ARTICLE 8 - DELIVERY TIMES
8.1. The Goods are delivered within the period stated on the order form, taking into account the usual tolerance specific

to the nature of the industry or trade.

Delivery times are only approximate and are only stated for indicative purposes. They are therefore not binding unless expressly agreed between the Parties. A delay in Delivery or after an indicated Delivery date can under no circumstance give rise to liability on the Supplier’s part or be considered as grounds for annulment, suspension, compensation or termination of the Agreement (in whole or in part).

8.2. When existing Orders are modified by the Buyer, the Delivery times have to be counted from the moment of the last modification.

8.3. If the Buyer has to collect the Goods and he is in default, a custody fee may be charged. While in custody, the Buyer bears the risk.

8.4. Additional costs can be charged to the Buyer in accordance with the established Price list if the Buyer requests Delivery to be effectuated outside the normal working hours.

ARTICLE 9 – DELIVERY

9.1. The Buyer shall implement all necessary measures to ensure that the Supplier’s Goods can be delivered properly at the agreed Delivery site. These measures relate to, amongst others, the accessibility of the site, the availability of unloading equipment and personnel as required by the Supplier, as well as full compliance with all relevant safety measures. The Buyer is liable towards the Supplier for any damage caused by non-compliance with this obligation.

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9.2. Deliveries are in principle made on the ground floor. If deliveries have to be made on a floor or in a basement room, any additional costs incurred by the Supplier as a result hereof may be charged to the Buyer.

9.3. The Buyer who wrongly refuses to take receipt of or collect the offered Goods must pay the resulting costs, such as storage costs and freight costs, regardless of the other fees including the agreed Price, the interest and the fixed increase due to the Supplier.

ARTICLE 10 – TRANSFER OF TITLE AND RISK
10.1. All deliveries will be done with reservation of ownership. The delivered Goods remain the property of the Supplier

until full payment of the principal sum, plus any costs and interest.

The Buyer is not entitled to sell, process or modify any of the supplied Goods for which title has not passed. Without prejudice to its other rights and remedies, the Supplier shall be entitled, automatically and without summons, to reclaim the delivered Goods up to the amount not paid if the Buyer fails to pay any sums when due. If the Buyer resells the Goods before making payment in full to the Supplier, the retention of title will transfer and apply to the monies representing the resale Price.

During the retention of title period, the Buyer shall be responsible for storing and keeping the delivered Goods in good condition and will be responsible for any loss or damage caused to the Goods. The Buyer undertakes to insure the Goods against all risks at its expense and to store the Goods in such a way that they cannot be confused with other Goods and that they can always be recognised as the property of the Supplier.

10.2. Delivery is at the risk of the Buyer. The risk passes to the Buyer from the moment the Goods leave the Supplier's warehouse.

10.3. If the ordered Goods are to be collected by the Buyer from the Supplier and this is not done at the agreed time, the risk is deemed to have been transferred to the Buyer from that time and the Supplier can claim compensation of 50 EUR per day of delay, without prior notice of default, regardless of the right for the Supplier to either claim the forced execution of the Agreement, or to claim the dissolution of the Agreement with compensation.

ARTICLE 11 – VISIBLE AND HIDDEN DEFECTS

11.1. The Buyer must immediately inspect the Goods upon taking receipt thereof.

11.2. The Supplier is not responsible for problems resulting from the incorrect and/or improper use of the product, problems due to force majeure, and as a result of the act or wilful fault of any person, including the Buyer or his appointees.

11.3. Visible defects or damage must, under penalty of forfeiture, be stated by reasoned registered letter no later than five days after Delivery. The use, even of part of the Delivery, implies the approval of the visible defects or damages.

11.4. Hidden defects can only give rise to compensation if they have been detected expeditiously and reported within eight days after the Buyer was aware or ought to have been aware of the existence thereof, and at the latest within sixty days after the Delivery, by registered letter.

11.5. Any compensation is in any case limited to replacing the defective product, insofar as replacement is possible. If

replacement is not possible, the Supplier’s compensation is limited to reimbursement of the Price paid and return of the

defective product, insofar the latter is possible and this insofar as the Buyer has not seriously damaged this Good.

Indemnification pursuant to this Article 11.5 shall be the sole and exclusive remedy of the Buyer.

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ARTICLE 12 – SUSPENSION AND TERMINATION

12.1. If the Buyer (or any other entity of its group) is in material breach or a series of breaches of the Agreement and/or these Conditions and does not remedy such breaches within five business days after having received a written notice thereof from the Supplier, the Supplier shall be entitled to:

• either unilaterally suspend the execution of all current Orders, and this after prior notice of default, to which no or no useful action was given within eight days, and without this being able to be a reason for the Buyer to claim compensation, but without prejudice to the Supplier’s right to claim compensation;
• or unilaterally dissolve the Agreement, without prior judicial authorisation and after prior notice of default to which no or no useful action has been taken within eight days, without prejudice to our right to claim compensation. 12.2. Either Party may terminate the Agreement with immediate effect in the event that the other Party becomes subject to any bankruptcy or insolvency proceeding. The Agreement (including any pending Delivery) shall terminate automatically if the Buyer becomes insolvent or an order is made or a resolution passed for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a trustee, liquidator, administrator, or similar officer is appointed over all or any substantial part of its assets or anything similar to the foregoing occurs in any applicable jurisdiction. ARTICLE 13 – SECURITY AND GUARANTEES 13.1. The Supplier is entitled to investigate the Buyer’s creditworthiness or its ability to fulfil its obligations under the Agreement at any time during the term of the Agreement. The Buyer shall provide the Supplier with all relevant information in this regard as requested by the Supplier. 13.2. If the Supplier's confidence in the Buyer's creditworthiness is shaken by late payment or non-payment, by acts of judicial execution against the Buyer and/or demonstrable other events that call into question and/or make impossible the confidence in the proper execution of the obligations entered into by the Buyer, the Supplier reserves the right to demand suitable guarantees from the Buyer. If the Buyer refuses to comply with this, the Supplier reserves the right to cancel all or part of the Order, even if the Goods have already been shipped in whole or in part. In such a case, by way of compensation, the amount referred to in Article 3.2 shall be payable, without prejudice to the payment of any partial Delivery already made. ARTICLE 14 – LIMITATION OF LIABILITY 14.1. The Supplier shall not be liable for any indirect or consequential damage, including but not limited to loss of income, interruption of production or services, loss of profit, the financial or commercial losses, an increase in general expenses, an increase in administrative costs, loss or damage to data, loss of contracts, immaterial damage and loss of customers. This limitation of liability does not apply to breaches of confidentiality obligations and damage caused by the Supplier’s gross negligence or wilful acts/omission. 14.2. The Supplier can only be held liable for indirect or consequential damages as set out in Article 14.1. insofar as gross negligence or wilful acts/omission on its behalf would be proven and, in the case of several parties involved, only to the extent that its share of liability is proven. The Supplier is not responsible for serious fault, intent or gross negligence on the part of its agents. 14.3. The Supplier is not liable for damage to third parties and should not indemnify its client in this hypothesis. ARTICLE 15 – HARDSHIP 15.1. In the event of a fundamental change in our circumstances and/or Conditions, which are not attributable to the Supplier and as a result of which the Supplier’s contractual obligations would be unfairly aggravated, the Parties undertake to renegotiate the terms of the Agreement with a view to jointly reaching a fair solution for the continuation of the Agreement. The aim is to achieve a similar balance between the contractual obligations of the Parties as the balance that existed when entering into the Agreement.

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15.2. In the event that the Parties do not agree on the question of whether fundamental changes to the circumstances and/or Conditions, as referred to in the previous paragraph, have indeed occurred, both Parties will appoint an expert who will check among themselves, possibly assisted by a third party, whether or not such Conditions or changes have occurred.

15.3. In the absence of a positive response from the Buyer to renegotiate within one month after the Supplier will have requested this by registered letter, the Supplier will be entitled to apply to the competent court or to terminate the Agreement by registered letter, provided that a notice period of two months is respected, without being obliged to pay any compensation.

ARTICLE 16 – FORCE MAJEURE
16.1. Neither Party shall be liable to the other for any delay or non-performance of its obligations under the Agreement

(other than the obligation to pay money) arising from an event beyond its reasonable control, i.e. a force majeure event. Any force majeure event releases the Supplier by operation of law from any obligation, without prior notice of default

and without the Buyer being able to claim compensation.

A force majeure event includes, without limitation, any of the following: war, civil war, revolt, mobilisation, confiscation, embargo, industrial conflicts, strikes and lockouts, transport difficulties, raw material supply difficulties, energy supply restrictions or difficulties, machinery accident, import or export measures or restrictions imposed by government, serious currency exchange rate changes, bad weather making it impossible to work, fire, floods, pandemics or other natural disasters, even if it is one of the Supplier's suppliers or subcontractors that suffer from these circumstances, as well as any unforeseeable circumstance as a consequence of which the performance of the Agreement by the Supplier leads to unreasonable loss, damage or costs. This list is illustrative and non-exhaustive.

16.2. The Supplier shall also be deemed affected by a force majeure event if a delay or non-performance of its obligations results from a business decision following a distortion of or reduction in its production capacities for any type of product which in itself was beyond the Supplier’s control.

16.3. Where a force majeure event continues for a period of 60 continuous days or more, either Party may by written notice to the other terminate the affected Agreement with immediate effect and without court intervention. In such event, no indemnity or costs of any kind will be owed by the terminating Party for such termination.

ARTICLE 17 – INTELLECTUAL PROPERTY

The Buyer must not use or deal with any Intellectual Property owned or licensed to the Supplier without the Supplier’s express written consent.

ARTICLE 18 – CONFIDENTIALITY

Any information disclosed by the Supplier to the Buyer incident to the performance of this Agreement, disclosed before, on or after the date of signature of this Agreement, including but not limited to information related to pricing, volumes or the financial terms of the Order and the existence of the Order itself, and any kind of business, commercial or technical information and data in connection with the purpose of this Agreement except for information which is demonstrably non- confidential in nature, is disclosed in confidence for the sole and exclusive use of the Buyer. The Buyer shall not publish or otherwise disclose such information without the express written consent of the Supplier. In the absence of a signed agreement to the contrary, no information disclosed by the Buyer to the Supplier shall be considered confidential.

The information shall be confidential irrespective of the medium in which that information or data is embedded and if the information is disclosed orally, visually or otherwise. Confidential information shall include any copies or abstracts made of it as well as any products, apparatus, modules, samples, prototypes or parts that may contain or reveal the information.

This provision shall continue to apply after the expiry of the Agreement.

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ARTICLE 19 – ENTIRE AGREEMENT

The Parties confirm that these Conditions form an integral part of their final Agreement which is contained in full in the document signed by both of them, or documents, which supersede all prior oral or written discussions, proposals or agreements. Subsequent changes must be made in writing and must be signed by both Parties.

ARTICLE 20 – WAIVER

Neither Party may waive or release any of its rights or interests in this Agreement except in writing. Failure to assert any right arising from this Agreement shall not be deemed or construed to be a waiver of such right.

ARTICLE 21 – ASSIGNMENT CLAUSE

Neither Party may assign or otherwise transfer any rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of the other Party. In any event the Buyer shall remain jointly and severally liable with the assignee or transferee for the proper performance of the Agreement.

ARTICLE 22 - SEVERABILITY

If at any time any (part of a) provision of the Conditions is held to be invalid or unenforceable, or contrary to imperative law or the public order, then such provision will (so far as it is invalid or unenforceable) have no effect and will be deemed not to be included in the present Conditions, but without invalidating any of the remaining provisions.

The Parties must then use all reasonable endeavours to replace the invalid or unenforceable provision by a valid and enforceable substitute provision, the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

ARTICLE 23 – TERM

The Agreement shall apply until the expiry or termination of all relevant periods or fulfilment of all relevant volumes specified in any part of the Agreement and shall continue to govern any rights or obligations resulting therefrom.

ARTICLE 24 – APPLICABLE LAW AND COMPETENT COURT

24.1. Any agreement entered into by the Supplier and the Buyer and all underlying purchase orders, and deliveries shall be governed by and interpreted in accordance with the laws of Belgium, to the exclusion of the rules of United Nations Convention on Contracts for the International Sale of Goods (CISG) and to the exclusion of the Belgian rules of International Private Law.

24.2. Any controversy, dispute or claim in connection with or arising out of the existence, validity, construction, performance, non-performance, breach or termination of this Agreement (or any terms thereof), including any claim based on contract, tort, statute or constitution, shall be finally settled by the Enterprise Court of Ghent (Belgium).