Noosa

I. GENERAL
These General Terms and Conditions of Sale (hereinafter the “Terms”) apply to all sales of products made by NOOSA SA (NOOSA®), a company having its registered office at Allée de la Recherche 4, 1070 Anderlecht, Belgium, registered with the Crossroads Bank for Enterprises under number 0740589456 (VAT BE0740589456) (hereinafter the “Seller”). Any order implies the unreserved acceptance of these terms, to the exclusion of any terms of the Client, unless otherwise agreed in writing in advance by the Seller. No modification shall be enforceable against the Seller without written acceptance. These Terms are governed by Belgian law.

II. OFFERS, ORDERS AND CONFIRMATION
Offers, quotations, catalogues and commercial documents are provided for information purposes only and do not constitute firm commitments. No contract shall be formed until the Client’s order has been confirmed in writing by the Seller. The Client has a period of five (5) business days from receipt of the confirmation to notify any written objection, in particular in the event of a discrepancy between the order and the confirmation. Failing this, the confirmation shall be deemed accepted. In the event of a contradiction between the commercial documents, quotations or pre-contractual exchanges and the order confirmation, the latter shall prevail.

III. ORDER CANCELLATION
Any confirmed order may not be cancelled without the written consent of the Seller. In the event of acceptance, the Client shall indemnify the Seller for the costs incurred. This indemnification may amount to up to 30% of the order value in the event of cancellation before production is launched, and up to an indemnity equal to the actual costs incurred (materials, production) increased by 15% for administrative fees if production has been launched or materials have been ordered. The Seller reserves the right to refuse any cancellation.

IV. PRICES
Prices are expressed in euros, exclusive of VAT and other applicable taxes. Unless otherwise stipulated, offers and prices are valid for a period of two (2) weeks from their issuance. Prices may be adjusted in the event of a significant and objectively justifiable variation in costs, in particular exchange rates, raw materials or transport, based on documented evidence. Unless otherwise stipulated, prices are established in accordance with the latest version of the Incoterms rules agreed between the parties. All transport, insurance, customs, logistics or other costs related to shipping shall be invoiced in accordance with the agreed Incoterms. FOB China prices apply only to goods intended for export. For goods delivered or used in China, EXW China prices including the applicable local VAT shall apply, unless otherwise agreed in writing. Weights, dimensions, performance and other characteristics mentioned in the Seller’s documents are provided for information purposes only, are approximate and non-contractual.

V. PAYMENT
Invoices are payable net within fifteen (15) days from their date of issuance, without discount. The Seller reserves the right to require at any time:
● a down payment
● a full or partial advance payment
● or any payment guarantee
For sales made under EXW or FOB Incoterms, full payment of invoices must be made before pick-up or shipment of the products. In the event of non-payment:
● the Client is in default by operation of law
● all sums become immediately due and payable
● late payment interest is due in accordance with the law of 2 August 2002 as amended, based on the reference rate of the European Central Bank increased by eight (8) percentage points
● a flat-rate indemnity of 10% of the amount due, with a minimum of €40 and a reasonable cap, is applicable
The Client may not set off its claims against those of the Seller without prior written consent, except for claims that are certain, liquid and due. The Seller may suspend or cancel any order.

VI. DELIVERY
Deliveries are made in accordance with the agreed Incoterms. Lead times are indicative unless otherwise committed in writing. A reasonable delay shall not give rise to any indemnification or termination. In the event of a delay exceeding thirty (30) days, the Client may, after a formal notice that has remained without effect for fifteen (15) days, terminate the order concerned. The Seller reserves the right to make partial deliveries, which shall be considered separate deliveries. In the event of failure to pick up the goods on the agreed date:
● delivery shall be deemed to have been made
● the products shall be considered accepted
● storage costs shall be borne by the Client
● the Seller may claim any additional indemnification

VII. RECEIPT AND CLAIMS
The Client must inspect the products immediately upon receipt.
Any transport-related claim must be:
● notified within 48 hours
● accompanied by reservations made with the carrier
Any claim for defect or non-conformity must be notified within eight (8) business days. The products are deemed to conform if they comply with the technical specifications communicated and the usual tolerances of the industry, considering the user guides provided. Products with minor defects that do not affect their functionality or normal use are deemed to conform.
Any product used, transformed or integrated shall be deemed accepted. Failing compliance with the above conditions, any claim shall be inadmissible. For hidden defects, any action must be brought within a period of one (1) month from their discovery and at the latest within a period of three (3) months from delivery.

VIII. RETURNS
No return shall be accepted without the prior written consent of the Seller. Returns are limited to cases of proven defect. Returned products must be in their original condition and in their original packaging. Return costs shall be borne by the Client unless otherwise agreed or unless the Seller’s liability is established. The Seller shall decide, at its discretion, on replacement or reimbursement, without any other indemnification.

IX. WARRANTY
The Seller warrants that the products comply with the expressly agreed specifications for a period of six (6) months from delivery, subject to compliant use limited to compliance with the technical specifications and the storage conditions of the product. Apart from mandatory legal warranties, the Seller provides no additional warranty, whether express or implied.

X. USE OF THE PRODUCTS
The Client assumes full responsibility for the use, transformation and integration of the products. The Seller may not be held liable for the results obtained.
Any recommendation, technical assistance or information is provided for information purposes only and shall not engage the liability of the Seller.
The Client is solely responsible for the regulatory compliance of the finished products incorporating the Seller’s products, in particular regarding applicable regulations (REACH, ESPR, labelling, etc.).

XI. LIABILITY
Subject to cases where the law prohibits it (gross negligence, willful misconduct, physical injury), the Seller’s liability is limited to the amount of the order concerned. The Seller may not be held liable for any indirect, incidental or consequential damage, including loss of operation, loss of profits or damage to reputation. These limitations also apply to the Seller’s employees, directors and executing agents.

XII. RETENTION OF TITLE
The products remain the property of the Seller until full payment. The Seller reserves the right to recover the products at the Client’s expense in the event of non-payment.

XIII. INTELLECTUAL PROPERTY
All intellectual property rights relating to the Seller’s products, materials, processes and know-how remain its exclusive property. No transfer of rights is granted. The Client is only authorized to use the products within the framework of their normal destination.
The Client undertakes not to engage in:
● any unauthorized reproduction, adaptation or exploitation
● any analysis or reverse engineering
● any use for competing purposes
Any specific use requires prior written consent. NOOSA® and NOOCYCLE® are registered trademarks. Any use by the Client requires the prior written consent of the Seller.

XIV. TERMINATION
The Seller may terminate the contract by operation of law in the event of a breach by the Client.
All sums become immediately due and payable. The Seller may claim damages.

XV. FORCE MAJEURE
The Seller may not be held liable in the event of force majeure, including in logistical disruptions, shortages, supplier defaults, natural events, conflicts, decisions of authorities or any event beyond its control. The Seller may suspend the performance of its obligations for the duration of the force majeure event, without indemnity. If the force majeure event continues for more than sixty (60) days, each party may terminate the order concerned, without indemnity, by written notice.

XVI. CONFIDENTIALITY, PERSONAL DATA
The parties undertake to preserve the confidentiality of the information exchanged within the framework of the commercial relationship.
Personal data is processed in accordance with the applicable regulations and the Seller’s privacy policy.

XVII. AUDIT
The Client may request a reasonable audit of the production conditions, subject to reasonable prior notice and the prior written consent of the Seller.

XVII. FINAL PROVISIONS
If a clause is invalid, the others remain applicable.
These Terms constitute the entire agreement between the parties. Any dispute shall fall under the exclusive jurisdiction of the French-speaking business courts of Brussels. The application of the Vienna Convention of 11 April 1980 (CISG) is expressly excluded. In the event of translation, the English version shall prevail.