General conditions of purchase

1. Precedence: These general conditions of purchase and the specific terms and conditions provided in PRETEC documents such as inter alia the purchase order, technical requirements and any framework contract, shall prevail over supplier’s terms and conditions. Supplier’s terms and conditions shall be unenforceable. Specific terms and conditions detailed in PRETEC’s purchase order, technical requirements and/or framework contract shall prevail over these general conditions of purchase.

2. Purchase order and Acceptance: The purchase order specifies the technical, commercial and administrative conditions related to the purchasing of the product and/or service. In the absence of written refusal within five business days of its submission, the purchase order will be irrebuttably presumed accepted by the supplier. PRETEC may cancel or terminate the purchase order within five days of issuance and shall incur no termination liability.

3. References on documents: The purchase order number, the item number and the name of the contact at PRETEC’s Purchasing Department must be mentioned on all invoices, delivery notes, and correspondence addressed to PRETEC.

4. Delivery: The carriage of products to the place of reception indicated in the order is entirely at the charge of supplier. DAP Incoterm 2010 ICC is applicable. Every delivery shall be accompanied by a delivery note in three copies. In addition to all other mandatory references, the delivery note shall mention the full designation of the products and the quantities. Supplier shall join a certificate of conformity and, if necessary, a test report. PRETEC will be entitled to refuse the products if the delivery note is incomplete or if the abovementioned certificate and report are not annexed. One copy of the delivery note bearing a stamp of receipt indicating the date of delivery and the name of the receiving person, will be handed over to the carrier at the time of the delivery by the reception service of PRETEC . This copy will be signed by the reception service of PRETEC.

5. Packaging: The packaging shall be supplied at the cost, risk and peril of supplier and under its responsibility. In order to be accepted by PRETEC , all cost relating to packaging shall be detailed on the delivery note and subject of an express stipulation on the purchase

6. Delivery date: Supplier shall deliver the products on the scheduled delivery date specified by PRETEC . Such delivery date is an essential and primary obligation of supplier to be performed hereunder.

7. Delays: Supplier shall inform PRETEC immediately of any event likely to entail a delivery delay. In the event of late delivery of products or services, PRETEC shall be entitled to an indemnity per day of delay equal to one and a half percent of the price of the relevant products and/or services covered by the purchase order, up to a total amount of thirty percent, without prejudice to any other right or remedy available to PRETEC and without prejudice to PRETEC’s right to claim additional damages to the extent it can demonstrate a greater loss or damage. PRETEC shall be freely entitled to set off any amounts due to supplier in relation to the purchase order with such indemnity. Supplier shall implement at its own expense all means to overcome the delay. Shipment by express means may be required by PRETEC , depending on urgency.

8. Early delivery – Delivery of excess quantities: PRETEC may return at supplier’s costs all excess products and all products delivered more than three days before the scheduled delivery date.

9. Performance of services: Supplier shall perform any services with due skill, care, and diligence, using the proper materials and equipments and employing qualified staff.

10. Warranty: Supplier warrants to PRETEC that: a) all products are suitable for the intended purpose and shall be new, merchantable, of good quality and free from all defects in design, materials, construction and workmanship. b) all products and services strictly comply with the specifications, approved samples and all other contractual requirements. c) all products shall be free from any and all liens and encumbrances; (i) all products have been designed, manufactured and delivered in compliance with all applicable laws (including labour laws), regulations and EU Directives; (ii) products shall be provided with and accompanied by all information and instructions necessary for proper and safe use. d) all required licenses in relation to the products are and shall remain valid and in place and that the scope of such licenses shall properly cover the intended use of the products. e) where the products incorporate or contain chemicals or dangerous hazardous products or substances, these shall be provided with written and detailed specifications of the composition and characteristics of such products or substances and of all laws. regulations and other requirements relating to such products or substances in order to enable PRETEC to transport, store, process, use and dispose of such products properly and in a safe manner. f) the products and services do and shall not, alone or in any combination, in Belgium or abroad, infringe or violate any patent, trademark, copyrights (including portrait rights and moral rights), trade name, trade secret, license or other proprietary right of any other party (including supplier’s employees and subcontractors). These warranties shall not be deemed to exclude other rights or warranties PRETEC may have or obtain.

11. Inspection, Non-conformity, Defect: PRETEC may, at any time, inspect the products or the manufacturing process of the products. If any inspection or test by PRETEC is made on the premises of supplier, supplier shall provide reasonable facilities and assistance for the safety and convenience of PRETEC’s inspection personnel. Any product which is defective or which does not comply with PRETEC’S specific and general terms and conditions will be returned to the supplier at its own expenses. If any product or service is defective or does not comply with general and specific terms and conditions, PRETEC shall notify the supplier and may, without prejudice to any other right or remedy, at its sole discretion: a) claim a full refund of the price paid or. b) require supplier to promptly remedy the non-conformity or the defect and to replace the nonconforming or defective products. Supplier shall bear all cost of repair, replacement and transportation of the nonconforming or defective products, and shall reimburse PRETEC in respect of all costs and expenses (including, without limitation, inspection, handling and storage costs) reasonably incurred in connection therewith.

12. Price: Prices are fixed and firm.

13. Payment: Payment shall be made within sixty days from the end of the month of the receipt of the invoice in proper form, subject to the compliance of the products and/or services with PRETEC’s specific and general terms and conditions. Products shall not be invoiced more than two days before the date of their shipment from supplier’s premises. Failing which, the invoice will be paid within sixty days from the end of the month of the receipt of the products at PRETEC’s plant, subject to the compliance of such products to the contractual requirements. Only products that have been shipped shall be invoiced. The payment of the invoice shall not imply any waiver from PRETEC to any of its rights and remedies. Inspection of or payment for the products or services by PRETEC shall not release supplier from any of its obligations, representations or warranties under these general conditions of purchase, PRETEC’s order, technical requirement and/or framework contract. In the event of acceptance of products delivered in advance, payment terms shall start as from the date initially scheduled for the delivery under the purchase order. If supplier fails to fulfil any of its contractual obligations, PRETEC shall be entitled to suspend payments.

14. Transfer of title - transfer of risk: Any retention of title clause shall be unenforceable. Risks shall be transferred to PRETEC in accordance with the applicable Incoterms.

15. Ownership and Intellectual Property: All machinery, tools, drawings, specifications, raw materials and any other property or materials provided to the supplier by or for PRETEC , or paid for by PRETEC , for the performance of a purchase order, shall be and remain the sole exclusive property of PRETEC and shall not be provided to any third party without PRETEC prior written consent. PRETEC shall retain all rights in any samples, data, works, materials and intellectual and other property provided by it to Supplier. Supplier shall be responsible for the storage, safe keeping and care of all goods (raw materials, apparatus, tools, documents et cetera) entrusted to it by PRETEC . The property remaining in supplier’s possession after performance of the purchase order is deemed to be deposited voluntarily. For the deposit, supplier shall be responsible of any kind of fault. Upon delivery of a product or service, supplier hereby automatically grants to PRETEC a royalty-free, perpetual (for the entire duration of protection of the relevant intellectual property rights) and non-exclusive licence to use such product or service as well as any components (including all software that is linked to or integrated within said product or service as well as the related documentation) in the broadest manner possible, for the needs of PRETEC. Supplier shall defend, indemnify and hold PRETEC harmless against any claim, suit, demand, or action alleging that the use of any (component of any) product or service infringes any intellectual property right (including but not limited to copyright, trade mark, patent or any other such right) of any third party, provided that (a) PRETEC gives Supplier prompt written notice of such claim; (b) supplier is given the possibility, at its own costs, to control and direct the investigation, preparation, defence or settlement of any claim and (c) PRETEC provides supplier with reasonable assistance and information at supplier’s expense in relation thereto. If use of the (component of any) product or service is, or is likely to be, enjoined due to a violation or infringement of a third-party intellectual property right, supplier shall, at its sole option and expense, either procure the right for PRETEC to continue using the (component of the) product or service, or ensure that the (component of the) product or service is replaced or modified so that it becomes non-infringing, without any loss of functionality.

16. Insurances: Supplier shall at all times maintain in force operational and professional liability insurance policies and coverage relating to its duties and obligations under the law, these general conditions of purchase and any other agreement between PRETEC and supplier (hereinafter the “parties”). Supplier’s maintenance of insurance shall in no way be interpreted as relieving it of any liability under these general conditions of purchase and any other agreement between the parties. Supplier shall, upon PRETEC’s request, provide PRETEC with certificates of insurance and any other adequate proof of Supplier’s insurance coverage.

17. Publicity- Confidentiality: Supplier shall obtain the prior written approval of PRETEC for any publicity mentioning the relationship between supplier or its products on the one hand and PRETEC on the other hand. Supplier shall not disclose any confidential information provided by PRETEC , of whatever nature and in whatever form. Shall be deemed confidential all information that can be reasonably considered to qualify as confidential information.

18. Export control: Supplier shall obtain any international and national export licences or similar permits required under any applicable export control laws and regulations and shall provide PRETEC with any information required to enable it to comply with such laws and regulations. Upon PRETEC request, supplier shall provide it with an “export form” dully completed. The template of this form is established by PRETEC. If any export license is required for the export, re-export, transfer, or release of any ordered product and associated software and technology, supplier shall timely obtain such license and shall provide PRETEC with copies of the license, the license application and related export control documentation (transmittal letter, et cetera). Denial of a license will not be construed as excusable delay. Supplier shall immediately notify PRETEC if it is, or becomes listed in any U.S. or other government list of restricted or prohibited persons or if its export privileges are otherwise suspended or revoked in whole or in part by any government entity or agency.

19. Subcontracting – Pledge – Assignment: Supplier shall not subcontract, pledge or assign any of its rights or obligations under these general conditions of purchase or any other contractual document between the parties, without the prior written approval of PRETEC . PRETEC’s approval shall not relieve supplier from any of its obligations. Supplier shall incorporate the provisions of these general conditions of purchase into every subcontract by inclusion or by reference, as appropriate.

20. Termination: Without prejudice to any other rights or remedies available under these conditions of purchase or at law, PRETEC shall be entitled to terminate extra-judicially any purchase order or contract, in whole or in part, if: a) supplier is subject of a proceeding in bankruptcy or any other proceeding with similar effects. b) supplier threatens to cease its activities. c) supplier breaches its obligations under these general conditions of purchase or any other contractual document between the parties. d) the change of the legal structure of the supplier or if its participation in another company is contrary to the interest of PRETEC. Supplier shall not be entitled to damages if the termination is based on one of the abovementioned event. PRETEC’S rights and remedies are cumulative and in addition to any other future rights and remedies.

21. Severability: If a provision of these general conditions of purchase or any other contractual document between the parties is deemed invalid, unlawful or unenforceable by a court of competent jurisdiction or by any future legislative or administrative action, the other provisions shall remain valid and enforceable. PRETEC and the supplier shall substitute any such provision deemed invalid, unlawful or unenforceable, by a provision of similar importance reflecting the original intent to the extent permitted by the applicable law.

22. Non waiver – Modification: Neither the failure nor the delay of PRETEC to enforce a provision of these general conditions of purchase or any other contractual document between the parties shall constitute a waiver of such provision. No waiver, consent, modification or amendment of the terms of the abovementioned contractual documents shall be binding unless made in writing and signed by PRETEC and supplier. Any risk and the consequences thereof resulting from an unforeseeable change in circumstances, which affects the supplier's obligations and cannot be qualified as an event of force majeure, shall be borne by the supplier.

23. Modification of the supplier legal structure: Supplier shall inform PRETEC in writing of any changes occurring in the composition of its shareholding and any change which could affect the execution of the purchase order and/or the protection of the interests of PRETEC. The supplier shall inform PRETEC in writing of any interest or participation in other companies which could prejudice PRETEC BV.

24. Compliance with Legal and Regulatory Requirements: The supplier warrants that it: i. will comply with all applicable legal and regulatory requirements of any governmental or supranational body with jurisdiction over either party or any agreement between the parties, which include: (a) information security and privacy and data protection laws and regulations relating to the protection, disclosure and use of individuals' personal data including the General Data Protection Regulation (GDPR) and other laws and regulations that mandate the protection of personal data. Supplier shall cooperate with Pretec to ensure compliance with the aforementioned laws and regulations; and (b) anti-bribery, anticorruption, and anti-money laundering laws or regulations; and (c) international trade laws and regulations including those of the US, EU, UK and UN (“Sanctions”). ii. is not a target of Sanctions. iii. is not owned or controlled by any person or entity which is a target of Sanctions. iv. is not located or organized in, or owned or controlled by persons or entities in a jurisdiction which is a target of Sanctions (including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea Region of the Ukraine or Russia) (“Sanctioned Jurisdiction”). Supplier further warrants that it will not transfer, provide access, or use the services or product (including tools and intellectual property): to or for the benefit of any Specially Designated National and Blocked Person (as, for example, designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control), to or in any Sanctioned Jurisdiction, or to any other party if such transfer, access, or use would constitute a violation of Sanctions. Any breach of this section 24, including if the supplier becomes a target of Sanctions, is a material breach and grounds for immediate and extrajudicial termination by PRETEC of any purchase order or contract.

25. Cybersecurity: Supplier represents and warrants that it maintains adequate and appropriate data protection & cybersecurity controls, tools, systems, policies, and procedures in accordance with industry standards and applicable laws and regulations (e.g. ISO 27000, NIST, NIS2, GDPR etc). Supplier shall promptly notify PRETEC of any cybersecurity breach, whether unlawful or accidental, which may affect Pretec or Supplier’s obligations under any purchase order or Contract.

26. Jurisdiction: Any dispute between the parties relating to these general conditions of purchase or any other contractual document shall be the exclusive jurisdiction of the courts of the judicial district of Antwerp (Belgium).

27. Applicable Law: These general conditions of purchase and any other contractual document between the parties are exclusively governed by Belgian law without regard to its conflict of laws provisions. United Nations Conventions related to Contracts for the International Sales of Goods and to Limitation Period in the International Sale of Goods shall not be applicable.