Terms and conditions

GENERAL TERMS AND CONDITIONS GST TECHNOLOGY

1. General

1.1. These general terms and conditions apply to all agreements (orders, deliveries, invoices, etc.) by which GST TECHNOLOGY operates and/or sells services.

1.2. GST TECHNOLOGY expressly excludes the application of any other general terms and conditions.

1.3. If any provision of these general terms and conditions should become invalid or non-binding, the other provisions will remain in effect. Any such invalid or non-binding provisions must be modified to become a valid provision with, as far as possible, the same intentions as the invalid or non-binding provision.

2. Price quotes and prices

2.1. Price quotes issued by GST TECHNOLOGY are valid for 30 days, unless stated otherwise. Price quotes are without commitment for GST TECHNOLOGY. Only after receipt of the order from the purchaser and confirmation of this order by GST TECHNOLOGY will an agreement between the parties come into being.

2.2. The publication by GST TECHNOLOGY of prices in brochures or online is always subject to the usual reservations (regarding possible price changes).

2.3. All prices exclude VAT and transport/carriage. Unless expressly stated otherwise, all prices are Ex Works.

2.4. GST TECHNOLOGY has the right at all times to pass on any increase in the gross prices charged by its suppliers or any increase in other factors determining the price (import duty, exchange rates, taxation, etc.) to the purchaser.

3. Delivery

3.1. Any delivery lead-times provided are always of an indicative nature and are not binding on GST TECHNOLOGY.

3.2. Unless expressly agreed otherwise, deliveries are Ex Works.

3.3. If GST TECHNOLOGY provides transport/carriage at the request of the purchaser, the following applies:

- the cost of the transport will be borne by the purchaser;

- if no other indication is given of the place of delivery, the task will be given to the carrier to complete the delivery at the purchaser’s place of business;

- any defects and transport damage must be reported immediately to the carrier at the time of delivery;

- the carrier will have completed its duty of delivery by presenting the goods once at the place of delivery;

- the risk in relation to the goods is transferred to the purchaser at the time the goods leave the premises of GST TECHNOLOGY.

3.4. The purchaser is required to check the goods immediately on delivery and to notify any comments it may have, also immediately.

4. Force majeure

4.1. GST TECHNOLOGY is entitled to suspend execution of its undertakings or to terminate the agreement if GST TECHNOLOGY is unable to comply with its undertakings, temporarily or permanently, on the grounds of force majeure.

4.2. The term ‘force majeure’ is understood to mean all circumstances that are reasonably beyond the control of GST TECHNOLOGY. This expressly includes non-delivery or late delivery to GST TECHNOLOGY

, except where the purchaser can demonstrate that there is a significant shortcoming on the part of GST TECHNOLOGY.

5. Retention of title

5.1. GST TECHNOLOGY will retain ownership over the goods delivered until such time as the purchaser has fulfilled all of its obligations vis-à-vis GST TECHNOLOGY.

5.2. The purchaser is not permitted to dispose of any goods that come under retention of title or to remove them from its warehouse.

5.3. GST TECHNOLOGY has the right, if the purchaser does not comply with its payment obligations or if the purchaser encounters payment difficulties, or if in the opinion of GST TECHNOLOGY payment of any outstanding invoices is uncertain, to take the goods under retention of title already delivered back from the purchaser, with the purchaser granting its full cooperation. When entering into an agreement with GST TECHNOLOGY, the purchaser grants the required authorisation to GST TECHNOLOGY to enter the property and premises of the purchaser in order to take back the goods delivered, without prejudice to GST TECHNOLOGY's right to compensation for any damage suffered by it.

5.4. The purchaser is obliged to notify any bailiff instructed to make a seizure or a company administrator immediately of said retention of title.

6. Payments

6.1. Unless stated otherwise, payments must be made in cash.

6.2. The purchaser must check all invoices immediately to ensure their accuracy. Two weeks after the invoice date, the invoice will be deemed to have been accepted by the purchaser.

6.3. The purchaser does not have the right to apply any offsetting of debts or to make other adjustments.

6.4. Once the due date of the invoice has passed, the purchaser will automatically owe late-payment interest, as stated in the Payment Arrears Act of 2nd August 2002. The purchaser will also owe a fixed amount of compensation amounting to 10% of the amount owed, with a minimum of €250.00 per outstanding invoice.

6.5. GST TECHNOLOGY is entitled, on delivery, to request advance payment from the purchaser on the grounds of a pro forma invoice, or to ask for payment of a deposit prior to delivery.

6.6. The purchaser is required to offer GST TECHNOLOGY assurance of payment in the form and at the time requested by GST TECHNOLOGY.

6.7. In the event of non-payment of any one invoice on its due date, all amounts owed pursuant to other invoices will be due for payment with immediate effect.

7. Non-compliant delivery / defects

7.1. If the purchaser is of the opinion that the goods delivered do not comply with the agreement or display defects, the purchaser is required to notify GST TECHNOLOGY of this within 8 days, by registered letter. Defects demonstrated by the purchaser that could not reasonably have been discovered within 8 days after delivery must be notified at the latest 8 days after they are discovered by registered letter to GST TECHNOLOGY. Once this period has expired, any right accruing to the purchaser with regard to non-conformity or defects will lapse.

7.2. The purchaser is only authorised to return the goods in which non-conformity or defects have occurred, in good time and correctly, to GST TECHNOLOGY, once it has received written permission from GST TECHNOLOGY to do so. The purchaser must return the goods carriage-paid, or provide the carrier used by GST TECHNOLOGY with a returns slip.

8. Warranty

8.1. GST TECHNOLOGY only grants a warranty on the goods delivered by it if and insofar as these goods have a warranty granted by the supplier on the goods or part of the goods.

8.2. If the purchaser wishes to make a call on the warranty, this must be done taking the terms and expiration period stated in art. 7.1. into consideration.

8.3. There is no right to a warranty if the purchaser still owes any payment to GST TECHNOLOGY or if the goods have been altered or handled.

8.4. In the event of an intervention under the warranty, GST TECHNOLOGY has the choice of replacing the defective item or giving a credit for the price.

8.5. Any warranty will expire after a period of 1 year from the invoice date.

9. Liability

9.1. The liability of GST TECHNOLOGY is limited in all cases to compensation for the direct damage incurred and to the invoice value of the goods delivered to which the obligation of compensation relates.

9.2. The purchaser will indemnify GST TECHNOLOGY against all claims in relation to the goods sold through it.

10. Advice and drawings

10.1. Advice is provided by GST TECHNOLOGY in good faith, being an additional service for which any liability with regard, for example, to content, accuracy and completeness is excluded.

10.2. Any drawings, diagrams and illustrations provided by GST TECHNOLOGY will serve only as clarification and will remain the property of GST TECHNOLOGY at all times. Copying or using these documents or using them for any purpose other than the purchaser’s own use, or making them available to third parties is not permitted. GST TECHNOLOGY is not liable for any errors or discrepancies in illustrations, diagrams and data regarding dimensions, output, etc. that may occur in brochures, price quotes, the website, order confirmations and invoices.

11. Cancellation

11.1. If the purchaser does not comply with any of its contractual obligations, or if the purchaser is declared bankrupt, or if the purchaser requests or obtains protection from its creditors pursuant to the Business Continuity Act or any similar legislation in the country where the purchaser is located, or if a seizure order is issued on any item belonging to the purchaser, GST TECHNOLOGY will automatically have the option of cancelling the agreement unilaterally without any compensation being owed to the purchaser for said cancellation and without prejudice to compensation being owed for the damage suffered by GST TECHNOLOGY.

11.2. After cancellation of the agreement, GST TECHNOLOGY is entitled to take back the goods delivered, where appropriate by their removal or dismantling, in which case the purchaser will grant its full cooperation.

12. Disputes and applicable legislation

12.1. Belgian law alone will apply to the contractual relationship between the parties and any dispute arising therefrom.

12.2. The courts in the district of Ghent shall have sole jurisdiction to rule on disputes arising from the contractual