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**Standard General Terms and Conditions of Delivery and Payment**  
*Scanwic BV, Hulst, Netherlands  
Scanwic Belgium BV, Antwerp, Belgium*

**Article 1. Applicability**

1. These general terms and conditions apply to all our offers and to all agreements entered into by us, regardless of their designation. In particular, these conditions also apply to agreements entered into by us for the delivery of goods to our buyers.

2. Where these general terms and conditions refer to "buyer," it shall mean any natural or legal person who is in a contractual relationship with us under a purchase agreement or any other type of agreement. In particular, "buyer" shall also include the person for whom goods are delivered on order and at whose expense.

3. The provisions of these general terms and conditions may only be deviated from if and insofar as this has been expressly agreed upon in writing.

4. If the buyer also refers to their own terms and conditions, their terms and conditions shall not apply. This is only different if and insofar as the applicability of the buyer's terms and conditions does not conflict with our general terms and conditions; in that case, only what is stipulated in our terms and conditions shall apply. Any provision to the contrary in the buyer's terms and conditions does not affect the foregoing. Where these general terms and conditions refer to "delivery (of goods)," this includes products and goods, both food and non-food, including machinery and parts, as well as the provision of services and activities of any kind.

**Article 2. Quotations**

1. All our quotations shall be considered invitations to the potential buyer to make an offer. They do not bind us in any way, unless the quotation itself expressly and unequivocally states otherwise (in writing). The order placed with us by the buyer shall be considered an offer, which is deemed to be accepted by us only after written confirmation on our part (the so-called order confirmation).

2. Our quotations include - especially regarding the provisions of the previous paragraph - designs, drawings, models, samples, descriptions, images, and the like, as well as any attachments and documents relating to our quotations. All of this, as well as materials produced by us in this context, remains our property, must be returned to us at our request, and may not be copied and/or provided to third parties without our express written permission.

3. If the order to which our quotation relates is not placed with us within 3 months from the day we made our quotation, we may charge the buyer for the costs associated with making our quotation, including the costs of producing the materials referred to in the previous paragraph.

**Article 3. Conclusion of Agreement**

1. An agreement with us is only concluded when we have accepted an order given to us in writing. An agreement is deemed to have been concluded at the moment we send the order confirmation.

2. The buyer is bound by their order, in whatever form it is given to us, for a period of 8 days from the date of the order or (if it is an orally given order) from the date of giving the order. A statement by the buyer that they wish to cancel or amend their order during this 8-day period cannot prevent an agreement based on the (original) order from being concluded if we accept/confirm the order within this 8-day period.

3. The order confirmation sent by us is deemed to accurately and completely reflect the content of the concluded agreement. The buyer is deemed to agree with the content of our order confirmation, unless they notify us in writing within 8 days of the date of our order confirmation that they cannot agree with the content.

4. Any additional agreements and/or commitments made and/or given by our employees, or on our behalf by other persons acting as representatives, only bind us if these agreements and/or commitments have been confirmed in writing by our authorized director(s).

**Article 4. Prices**

1. Our prices are exclusive of VAT and, unless expressly and in writing otherwise agreed, exclusive of packaging costs for transport and other costs.

2. The prices stated in quotations, contracts, and order confirmations are based on the cost factors applicable at the time the agreement was concluded, such as exchange rates, manufacturer's prices, raw material prices, and material prices, labor costs, and transport costs, insurance premiums, taxes, customs duties, and other government levies.

3. We reserve the right, if increases occur in one or more of the cost factors after the date on which the agreement was concluded but before the day of delivery, to pass on these increases to the buyer. Furthermore, we have the right, in such a case, to declare the agreement wholly or partially dissolved without judicial intervention being required. This latter right also belongs to the buyer, however, only if we state within 3 months of the conclusion of the agreement that changes in costs result in an increase in the price stated in the order confirmation. If the buyer exercises this right, they must invoke the dissolution within 5 days of receiving our relevant notification by registered letter.

Article 5. Delivery and Delivery Terms

1. The delivery times specified by us commence on the day the agreement is concluded, provided that all the necessary data for the execution of the order are in our possession. The delivery times specified by us shall never be considered as strict deadlines, unless expressly agreed otherwise in the individual agreement. In case of non-timely delivery, we must therefore be notified in writing of the default. In deviation from the above, if a penalty for exceeding the delivery time is expressly agreed upon in the individual agreement, it shall not be due if the delay in delivery is a result of the force majeure events mentioned in Article 10 of these general terms and conditions. Unless otherwise indicated in the order confirmation, the delivery of goods is carriage paid when the invoice amount exceeds €300 (three hundred euros). Furthermore, the goods travel at the expense and risk of the buyers. We deliver to foreign buyers, unless otherwise agreed, ex warehouse. Furthermore, the goods travel at the expense and risk of the buyers. Customs clearance and import duties are handled by us but are at the expense of the buyer.

2. Unless buyers arrange their own freight forwarder, the goods are shipped by us in the manner we deem favorable, using freight forwarders chosen by us, at the expense and risk of the buyer.

3. If a buyer requests delivery of goods in a manner other than usual, we may charge the buyer for the associated costs.

4. If delivery is made in installments, we have the right to consider each delivery as a separate transaction.

5. The buyer is obliged to accept the purchased goods within the agreed time. In default thereof, we are entitled, at our discretion, pursuant to Article 6:60 of the Civil Code, to demand that the competent court relieve us of our obligation to deliver the agreed goods, or to demand payment of the purchase price for the non-accepted portion without prior notice. If the buyer fails to fulfill his payment obligation, we are entitled to declare the agreement dissolved without judicial intervention. If, in accordance with the above, the buyer defaults on payment of the purchase price, the goods shall be deemed delivered, and we shall store the goods at the expense and risk of the buyer, against payment of all resulting costs.

Article 6. Complaints by the Buyer

1. The buyer is responsible for the accuracy and completeness of the data provided to us and is responsible for the data provided. With regard to our quotation, the buyer should take into account the usual tolerances and minor changes in the data provided by us, such as dimensions, volume, weight, colorfastness, and the like. In particular, this applies to deviations from the contracted quantity; here too, the buyer must take into account customary tolerances. Therefore, the goods delivered by us may deviate from the description in the order in terms of minor differences in size, quantity, and minor changes.

2. Complaints from the buyer regarding defects in goods that are visibly apparent must be notified to us within 8 days of delivery (or within 8 days of the invoice date if the goods could not be delivered to the buyer), by registered letter, providing a clear and precise description of the complaint and stating the invoice with which the relevant goods were invoiced. The buyer must conduct careful and timely inspection.

3. Defects that were not visibly apparent at the time of delivery, nor could have been detected by careful and timely inspection, must be notified to us by the buyer within 8 days of the discovery of these defects, in the manner indicated in paragraph 2.

4. Any right to claim by the buyer against us regarding defects in the goods delivered by us expires if:
a. the defects are not notified to us within the periods stated in paragraphs 2 and 3 above, and/or are not notified to us in the manner specified therein;
b. the buyer does not provide us with sufficient cooperation regarding an investigation into the validity of the complaints;
c. the goods are not properly installed, handled, used, stored, or maintained by the buyer, or if the goods are used or handled under circumstances or for purposes other than intended by us;
d. The use of the goods in relation to which the complaints have been made by the buyer is continued;
e. the warranty period specified in the individual agreement has expired or, if such a period is absent, the complaints are made only after a period of more than 12 months has elapsed since the delivery time.

5. In disputes regarding the quality of the goods delivered by us, a reputable agency designated by us shall make a binding decision.

Article 7. Maintenance/Warranty

1. We provide warranty for goods as described under the chapter: Liability.

2. We do not provide warranty for the services provided by us, but we undertake, upon first request by the buyer, to use all available means to promptly resolve any malfunctions and/or defects.

Returns: Claims for the return of goods delivered in accordance with the order are excluded. However, in special cases and as a gesture of goodwill, we may agree to take back such goods, provided that they are in factory-new condition. The return of devices must be done in the original undamaged, unopened, and unwritten packaging, accompanied by a copy of the invoice or delivery note. For the credit note we will issue, the following fixed deductions from the net price will apply:
3.1 Euro 75, - up to a net amount of Euro 750, - excluding VAT.
3.2 Euro 150, - up to a net amount of Euro 1500, - excluding VAT.
3.3 10% above a net amount of Euro 1500, - excluding VAT.

4. This deduction includes the freight and packaging costs included in the price list for processing the delivery, as well as the costs for intake and inspection. In no case can be returned:
4.1 foodstuffs in any form.
4.2 devices that are older than 12 months from our invoice date or delivery date.
4.3 devices that have already been installed or damaged.
4.4 special devices and devices not normally stocked.
4.5 devices that are no longer in production.
4.6 devices not listed in our official price list.
4.7 devices developed and/or manufactured at the request of an individual project.
4.8 goods below a net value of Euro 200, - (excluding VAT).

5. Goods to be returned must always be sent franco to our warehouse in Hulst after consultation with your ScanWic contact person and must be accompanied by a return registration number provided by this contact person. Returns that do not meet these conditions will be returned immediately.

6. Repair and replacement service: If no warranty applies, defective goods can be repaired at the current repair rate. Defective equipment must be sent franco to our warehouse in Hulst, indicating the repair number provided by your ScanWic contact person. At the buyer's request, we can provide a detailed repair report. The cost of this repair report is Euro 75, - excluding VAT. If the goods cannot be repaired, a new unit with the same model number can be supplied at the new price. The buyer will be notified of this in writing. If the buyer does not respond to this notification within 4 weeks, the defective equipment will be offered for destruction. If the goods are no longer available, a replacement solution will be sought. In the case of replacement in advance of defective equipment, the replacement equipment can be sent, after which the buyer will receive an invoice for the equipment. If the buyer returns the defective equipment within four weeks franco to our warehouse in Hulst, in the packaging in which the replacement equipment was received and accompanied by the exchange packing list, he will then receive a credit note worth the net selling price minus the applicable replacement fee. If the defective equipment is not received within four weeks of the delivery date of the replacement equipment, the right to a credit note lapses. Only the following are eligible for replacement/repair:
6.1 equipment supplied by ScanWic;
6.2 equipment with a gross selling price higher than Euro 200, -;
6.3 equipment for which the same model number is still available;
6.4 equipment that is not older than five years after delivery and/or no more than 72 months after the production date;
6.5 equipment that is technically and/or cosmetically repairable.

Article 8. Additional Work / Changes

1. If, during the performance of a service or order or during the term of a periodic (maintenance) agreement between us and the buyer, additional deliveries or adjustments are requested by the latter, resulting in a demonstrable increase in our performance(s), then this constitutes additional work eligible for compensation at the usual rate that we apply. However, we are not obliged to comply with such a request and may require a separate written agreement for the additional deliveries or adjustments.

2. The buyer accepts that work or performances as referred to in paragraph 1 may affect the agreed or expected completion time of the assignment and/or the continuity of the service provision, and/or the mutual responsibilities of the buyer and us.

3. Insofar as for services such as maintenance, a periodic fixed price has been agreed and the parties intend to conclude a separate agreement with regard to additional work or performances, we will inform the buyer in writing in advance of the financial consequences of those additional work or performances.

Article 9. Liability

1. Only if warranty obligations regarding the goods delivered by us have not been assumed by third parties (such as manufacturers), can the buyer make claims against us (guarantee claims). In that case, our liability is limited to defects resulting from manufacturing and material defects.

2. In case of complaints, if the validity of the complaint regarding quality is determined by us and if liability as referred to in paragraph 1 also exists for us, we are only obligated, at our discretion:
a. (free) repair of defects;
b. delivery of replacement goods or parts, upon return of the defective goods or parts;
c. refund of the purchase price received/credit note of the invoice sent to the buyer with dissolution without judicial intervention of the concluded agreement, all insofar as the purchase price, the invoice, and the agreement relate to the defective goods delivered;
d. compensation to be paid in consultation with the buyer in a form other than that mentioned above. If the buyer has carried out or caused repairs and/or modifications to the goods without prior, express, and written consent, any warranty obligations on our part are void.

3. Except for any obligations on our part as stated above, we are never obliged to pay any compensation to the buyer and others, unless there is intent or culpability on our part (by those holding us liable to prove by legal means), the goods are to be accepted within the agreed time, and in particular, we are also never liable for consequential or business damage, direct damage or indirect damage, however named including loss of profit and standstill damage suffered by the client, its subordinates, and those employed or deployed by or through him, arising from whole or partial (re)deliveries of goods, delayed or defective delivery, or the absence of delivery of goods or by the goods themselves.

4. The buyer is not entitled to return the goods for which there is no reasoned complaint. If this is done without valid reasons, all costs associated with the return shall be borne by the buyer. In this case, we are free to store the goods at the expense and risk of the buyer under the control of third parties.

5. The buyer is obliged to indemnify us against all claims by third parties arising from the performance of the agreement, insofar as the law does not prevent the damages and costs arising from these claims from being borne by the buyer.

Here's the translation of the provided text into clear and concise business English:


6. The buyer is responsible for the correct use of our products. The buyer must always consider the shelf life of our products, the shelf life of added products, temperature requirements, equipment cleanliness, and accessories. The buyer is responsible for all aspects related to the hygienic processing of our products and the hygienic use of our machines. The buyer must request instructions if they are not familiar with them. Referring to the preceding article, we are never obliged to pay any compensation to the buyer and others, in any nature or form, unless there is intent or fault on our part (by those holding us liable to prove this by legal means).

Article 10. Retention of title and security

1. Goods delivered by us remain our property if they are on loan, rented, or until full payment of all amounts due to us by the buyer for or in connection with the goods delivered by us. If we deem it necessary, we have the right to demand security from the buyer regarding the fulfillment of their obligations.

2. The buyer does not have the right to pledge unpaid goods, establish a possessory lien on them, or establish any other real or personal right on them for the benefit of a third party.

3. Notwithstanding the provisions of this article, the buyer is permitted to sell the goods to third parties, after written acceptance of the price by the seller, but only within the scope of their normal business operations. In that case, the buyer is obligated to promptly transfer the proceeds to us, or, if not sold for cash, to promptly transfer the receivables obtained to us.

4. If, as a result of processing or treatment by the buyer, our ownership rights in the goods delivered by us are lost, the buyer is obliged to promptly establish a possessory lien on the items created after processing or treatment for our benefit.
We are entitled at all times to take back the goods that are in the possession of the buyer (or third parties) but belong to us, as soon as we can reasonably assume that there is a real chance that the buyer will not fulfill their obligations. The foregoing does not affect the rights accruing to us under common law: in particular, we also retain the right to hold the buyer liable for damages after taking back the goods.

5. The buyer is obliged to insure the risk of fire and theft with regard to the goods on loan, rented, or unpaid, and to demonstrate this insurance at our request.

Article 11. Payment

1. Payment must be made in Euro, unless otherwise agreed, without any deduction or discount, in cash at the place where we are located, with a continuous SEPA direct debit authorization, or by transfer to a bank account or giro account designated by us, immediately after delivery of the relevant goods, or within 10 days of the invoice date at the latest, unless expressly agreed otherwise in writing. In the case of payment by bank or giro, the day of crediting to our bank or giro account is considered the day of payment.

2. If the buyer fails to make (full) payment in a timely manner, they are in default without any further notice of default being required. In that case, we have the right, if there is sufficient connection with the buyer's failure to fulfill their obligations, to suspend the performance of all our obligations towards the buyer, without prejudice to all our rights arising from general law.

3. We are also entitled to demand cash payment for all deliveries yet to be made or a guarantee for timely payment. Furthermore, we are then entitled to terminate the contract without judicial intervention, whereby the buyer is then obliged to return the delivered goods, or to otherwise undo the performance performed by us, without prejudice to our right to compensation for damages. If the buyer defaults on timely payment, they owe us, or the seller's credit insurer, without any further notice from us, from the due date until the date of full payment, interest equal to the statutory interest plus 4% per month, calculated on the unpaid amount, which interest is immediately due and payable without further notice of default. All costs incurred in the collection of invoiced amounts (including extrajudicial collection costs) shall be borne by the debtor. The extrajudicial collection costs amount to at least 15% of the principal sum, with a minimum of EUR 50,-- excluding VAT. Moreover, all adverse consequences of exchange rate loss or otherwise resulting from late payment or non-payment shall be borne by the buyer, even if the buyer would have timely fulfilled its payment obligations according to the provisions existing in its country, but circumstances or measures beyond its control have caused the transfer to take place in a manner detrimental to us.

4. Payments shall be applied in accordance with Article 6:44 of the Dutch Civil Code, first to the costs referred to in paragraph 3, then to the accrued interest, and finally to the principal sum and the ongoing interest.

5. If there is a significant deterioration in the financial position of the buyer after the conclusion of the contract but before the delivery of the goods, we are entitled to refrain entirely or partially from further performance of the contract, or to demand a change in the payment terms. The seller may assign its claims arising from all transactions to a credit insurer of its choice.

Article 12. Transfer of risk and ownership

1. Immediately after the product is deemed delivered, the buyer bears the risk of loss, destruction, or damage to the products, as well as all direct and indirect damage that may arise from or through this product, except to the extent attributable to the seller's intent or gross negligence. If the buyer remains in default of acceptance of the product after notice of default, the seller shall be entitled to charge the buyer for the costs of storing the product.

2. Notwithstanding the provisions of the preceding paragraph, ownership of the product shall only pass to the buyer when the buyer has paid all amounts due to the seller for: - claims relating to the consideration for goods delivered or to be delivered by the seller under the contract; - activities to be carried out or carried out for the benefit of the buyer under such contract; - claims for breach of such contracts.

3. In such cases, the seller shall be entitled to unrestricted access to the product. The buyer shall cooperate with the seller to enable the seller to exercise the retention of title set forth in paragraph 2 by repossessing the product, including any necessary disassembly.

4. If the seller replaces parts/products in the course of repair or overhaul work, the replaced parts/products shall become the property of the seller.

Article 13. Indemnification by the buyer

1. The buyer indemnifies us against all claims by third parties for damages for which our liability to the buyer is excluded and, in particular, for damages resulting from: improper use/faulty installation of - and the provision of incorrect/illegal information and/or images in documentation and/or on a website by the buyer, the buyer's employees, and/or third parties.

Article 14. Intellectual Property

1. Intellectual property rights: We reserve all rights, including those of intellectual property, concerning information that we provide to the buyer in the context of the conclusion and execution of an agreement, such as in the form of images, drawings, diagrams, designs, calculations, descriptions, software, or accompanying documentation. Except with our express consent, the information may not be disclosed to third parties and may only be used by the buyer within the framework of establishing and executing the agreement. If no agreement is reached, the buyer shall, upon our first request, immediately transfer to us the information carriers and any copies thereof, including the quotation.

Article 15. Duration

1. Any agreements are entered into for a period as agreed upon by the parties. If no specific term is agreed upon, the duration shall be 5 years.

2. The duration of the agreement shall be tacitly extended for the duration of the original period but not longer than 5 years each time, unless the buyer or we terminate the agreement in writing, observing a notice period of two months before the end of the respective period.

Article 16. Cancellation

If the buyer cancels a given order in whole or in part, they are obliged to reimburse us for all costs reasonably incurred for the execution of the said order, without prejudice to our right to compensation for loss of profit, as well as for any other damages resulting from the cancellation.

Article 17. Force Majeure

1. Force majeure shall be understood to mean any circumstance beyond our control of such a nature that compliance with the agreement cannot reasonably be expected from us (non-attributable failures to fulfill). Force majeure also includes: war, unrest and hostilities of any kind, blockade, boycott, natural disasters, epidemics, shortage of raw materials, hindrance and interruption of transport possibilities, disruptions in our business, import and export restrictions or prohibitions, obstacles caused by measures, laws, or decisions of international, national, and regional (government) authorities. If we are unable to fulfill our delivery obligation, properly or in a timely manner due to force majeure, we are entitled to consider the agreement or the unperformed part thereof as dissolved, or to suspend it for a certain or indefinite period, at our discretion. In case of force majeure, the buyer cannot claim damages from us.

Article 18. Applicable Law

1. Dutch law shall exclusively apply to the quotations made by us and to all agreements entered into by us.

Article 19. Dispute Resolution

1. All disputes of any kind arising from or relating to agreements entered into by us and deliveries made by us shall be settled by the competent court in or near the seller's place of residence.

Scanwic BV in Hulst, the Netherlands
Scanwic Belgium BV in Antwerp, Belgium

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