General Terms and Conditions of Sale

Article 1 – Purpose

1.1. These general conditions define, without prejudice to the application of specific conditions, the respective obligations of the contracting parties concerning sales of products and/or services provided by G2E. These general terms and conditions apply to all offers, all sales contracts, all orders placed with G2E, and all services provided, including ancillary services. Only exceptions that are the subject of a written agreement from G2E may modify the application of these general conditions.

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1.2. By signing the agreement, the offer, the order form, the delivery note, or by accepting the order confirmation, the contracting party expressly acknowledges having read these general conditions and accepted them. The provisions not expressly deviated from remain in effect.

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1.3. G2E reserves the right to modify its general conditions at any time; the new general conditions will apply to any offer, contract, or order made after the entry into force of such a modification.

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1.4. In case of conflict between the general conditions of G2E and those of its contracting parties, it is agreed that these general conditions shall prevail.

 

Article 2 – Validity of Offers

2.1. Unless otherwise stipulated in writing, the validity period for offers from G2E is 30 days from their issuance. G2E and the client will only be contractually bound from the moment the client has effectively placed the order by signing an offer, an order form, or a contract. These formalities imply acceptance of these conditions, to the exclusion of any other conditions of the contracting party of G2E.

 

Article 3 – Orders

3.1. No service will be undertaken without a confirmation of the order and/or an offer and/or a signed order form being returned to G2E and the deposit, if requested by G2E, being paid.

 

3.2. Any order entrusted to G2E without having been preceded by a written offer from them will only be binding after written confirmation from G2E.

 

3.3. The account managers of G2E do not have power of representation. The sales they negotiate do not become firm until G2E sends written acceptance of the order.

 

3.4. Modifications made by the client to their order form or to the offer issued by G2E will only be valid if accepted and confirmed in writing by G2E.

 

3.5. In the event of unilateral cancellation of an order by the contracting party, G2E reserves the right to demand compensation equal to 30% of the total amount of the order.

 

3.6. Unless otherwise stipulated, any agreement concluded between parties regarding services to be executed successively at recurring intervals (such as, for example, hosting a website or a domain name) shall be automatically renewed by tacit agreement, unless terminated in writing by either party three months before the anniversary date of the renewal. In this case, G2E may automatically adjust its prices based on the indexation published in the Belgian Official Gazette.

 

3.8. Unless otherwise stipulated in writing before the order and accepted by G2E, any order placed by the contracting party will be deemed to have been made in their name and for their account and will be invoiced in their name and for their account. In the absence of an express mention of invoicing in the name and for the account of a third party within the order confirmation issued by G2E, it cannot in any case be held responsible for invoicing a third party.

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Article 4 – Deadlines

4.1. The deadlines set for the services or deliveries made by G2E are provided, unless otherwise stipulated, only as an indication. They are respected as far as possible.

 

4.2. Delays cannot, in any case, justify cancellation of the order, termination of the contract, or a claim for damages.

 

4.3. If a deadline is imperative, it must be clearly specified as such on the order form. Only in this case may the client claim compensation for delays in delivery, not exceeding 10% of the total price of the order.

 

4.4. In all cases, and even in the case of an imperative deadline, the following circumstances release G2E from compliance with the deadlines set for the services and/or deliveries:

• Force majeure (including, in particular, strikes, technical incidents, supplier delays, and labor shortages);

• Non-compliance with payment terms;

• Changes to orders decided by the client during work;

• Non-provision by the client of the information requested by G2E to carry out the services and/or deliveries within the specified timeframe.

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Article 5 – Deliveries

5.1. In the absence of taking delivery of the products and/or services ordered by the client, G2E must send a formal notice by registered letter to the client to take delivery within 8 days.

 

5.2. In the absence of execution by the client within such a period, G2E reserves the right to demand performance of the contract (without prejudice to any potential damages and storage fees) or to consider it as terminated by operation of law (without the need for judicial proceedings).

 

5.3. In the event of a judicial resolution or termination by operation of law, the client will owe G2E, within 8 days after notification of this termination, a flat-rate indemnity equal to 30% of the sales price for non-performance (without the seller needing to justify this amount) and this, without prejudice to G2E's right to prove and claim a greater damage, including storage costs.

 

5.4. The ordered products will, by operation of law and within 8 days after notification of this termination, be downgraded/destroyed and discarded.

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Article 6 – Prices

6.1. The prices indicated are in Euros.

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6.2. The current rates are expressed including VAT. Once the order is validated or the contract concluded, G2E's prices are generally not subject to revision, but G2E reserves the right to pass on any changes in the VAT rate occurring before the delivery date. G2E also reserves the right to defer any new tax and/or rate increase.

 

6.3. The prices listed in G2E’s price lists (on its website and/or in its catalogs) are purely indicative and do not engage G2E in any way. Only the final price mentioned in the offer or invoice is valid.

 

6.4. The prices set for the services are established considering normal work, not subject to any interruption/modification due to the client. In the latter case, a price modification may occur.

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6.5. Unless otherwise stipulated, they do not include transportation costs, which are the client's responsibility. If G2E is responsible for transportation or its organization, the related costs will be invoiced separately according to the official rates in effect on the day of delivery.

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Article 7 – Payment Terms

7.1. Unless otherwise stipulated in writing granting an extended payment period, G2E's invoices are payable upon receipt and without discount. The client must pay the totality of their orders according to the terms defined in the invoice issued by G2E.

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7.2. G2E may authorize the client to pay invoices 30 to 90 days from the end of the month after the invoice is sent. In this case, the invoices will be payable within the period granted by bank transfer to the bank details indicated on the order confirmation, the order form, and/or the invoice issued. This authorization must be explicitly stated in writing on the invoice. Such authorization cannot be considered general and only pertains to the invoice on which it appears. In the absence of such a mention, the invoice must be paid immediately.

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7.3. G2E has the right to request an advance or any bank/hypothecary guarantee from the client before proceeding with delivery.

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7.4. In case of non-performance by the client of any of their obligations, and particularly in the event of non-payment of an installment for any reason, G2E has the right to suspend, without notice or compensation, all new deliveries, executions, or any services.

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7.5. Any invoice not contested by registered letter within 8 days of its sending will be considered accepted by the client.

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7.6. Any request from the client regarding a modification of the work performed or a supplementary order to the work performed does not authorize them to suspend payment for the completed work.

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Article 8 - Late Interest and Penalty Clause

8.1. Any invoice not paid by the due date will, by operation of law and without prior notice, incur a late payment interest of 1% per month commenced, with a minimum rate in accordance with Article 5 of the Law of August 2, 2002, on late payment in commercial transactions.

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8.2. In addition, any unpaid invoice at the due date will automatically be increased, by operation of law and without notice, by a flat-rate and irreducible indemnity of 15% of the amount unpaid, with a minimum of €50 per unpaid invoice. A similar indemnity will be borne by G2E if it fails to perform its obligations.

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8.3. Furthermore, in the event of non-payment of overdue invoices, the amounts due will be increased by €7.50 as administrative fees for each reminder sent.

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8.4. In the event of the introduction of proceedings following a contractual fault by the client, specifically in the case of non-payment of an invoice by the due date, G2E reserves the right to claim the defense costs (lawyer's fees, expert fees, etc.) incurred (which are an integral part of its damage) and this, without prejudice to the application of the previously mentioned conventional indemnity.

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8.5. Failure to pay an invoice by the due date immediately makes all sums due payable, regardless of any payment facilities previously granted.

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Article 9 – Transfer of Risks – Retention of Title Clause

9.1. The risks are borne by the buyer as of the delivery. The client remains solely responsible for the loss or destruction of the sold products or the fruits of the services, even due to fortuitous events or force majeure, from the time of delivery.

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9.2. The transportation is carried out at the client's risks and perils, even if the mode of transport is chosen by the seller and even if the price is understood as free of charge to the destination. G2E does not guarantee the means of transportation in any case. The risks are transferred to the client as soon as the goods leave G2E's premises, even if the transfer of ownership has been deferred, particularly by the application of the retention of title clause.

 

9.3. The client acknowledges, by way of derogation from Article 1583 of the Civil Code and in accordance with Article 69 of the law of July 11, 2013, on the pledge of movable property, that G2E retains its ownership rights over the sold products until full payment of the price and its accessories (any fees, interests, and penalties). Consequently, the client expressly prohibits themselves from selling, assigning, pledging, and in general alienating the products subject to the contract before settling their account.

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9.4. Eight days after sending a formal notice to pay by registered letter that has gone unanswered, the supplied products must be returned to G2E immediately, at the costs, risks, and perils of the client who is obligated to do so, and this upon simple request.

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Article 10 – Claims

10.1. Except in cases of hidden defects, any claim and/or dispute by the professional client against the product and/or service provided must be submitted, under penalty of nullity, by registered letter within 8 days of receiving the product and/or the provided service or from the event that caused the claim.

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10.2. Any claim related to an invoice must, under penalty of nullity, be sent to G2E by registered letter within 8 days of the invoice being sent.

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10.3. The submission of a claim does not in any way exempt the client from their payment obligations.

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Article 11 – Warranty

11.1. The products and services provided will be deemed accepted by the client 8 calendar days at the latest after delivery, unless a specific and detailed complaint is notified to G2E before the expiration of this period by registered letter.

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11.2. The acceptance will cover all apparent defects and non-conformities, meaning all those that the client could have detected at the time of delivery or within the following 8 calendar days through careful and serious inspection.

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11.3. G2E guarantees the products and services it sells against hidden defects for a period of 12 months from the date of delivery. This warranty is subject to the following conditions. To be able to invoke the benefit of the warranty, the client must notify G2E of any claim regarding hidden defects by registered letter within 8 working days of discovering the defect. Furthermore, the defect must render the Product or Service unfit for its intended use.

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11.4. In any case, particularly in the event of non-conformity of the product or service provided, apparent defects, hidden defects, material defects, or any errors, G2E is only liable for the simple replacement of the delivered product with a compliant product and is not liable for any other compensation for any reason whatsoever, including costs incurred by the replacement, losses, damages, and potential loss of earnings related thereto. Under no circumstances will the services performed and/or the products delivered be refunded.

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11.5. If the contract concerns the supply of products not manufactured by G2E, these are exclusively covered by the warranty of G2E's supplier to the exclusion of G2E's warranty.

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11.6. The client acting for non-professional purposes benefits from the legal rights under the law of September 1, 2004, regarding consumer protection in the case of the sale of consumer goods. This commercial warranty applies without prejudice to these rights.

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Article 12 - Liability

12.1. G2E assumes no other liability than that provided in Articles 11.1 to 11.6, and within the limits set forth in these articles.

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12.2. Consequently, G2E disclaims any liability, both to its clients and to third parties, for direct or indirect damages to property or persons resulting from the use of the Products or Services provided by G2E, including loss of profit or any other harm arising directly or indirectly from a defect in the Product or Service provided.

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Article 13 - Force Majeure

13.1. Circumstances such as strikes, fires, machine breakdowns, supplier delays, internal organizational problems at G2E, epidemics, war threats, civil wars, energy resource shortages, acts of God, supplier bankruptcies, etc., are to be considered as cases of force majeure when they cause delays or make deliveries very difficult. In such cases, G2E will not be required to establish either the unpredictability or the irresistible nature of the circumstances or the impossibility of executing the contract.

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13.2. G2E will inform the client of the occurrence of the disruptive event as soon as possible.

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13.3. G2E reserves the right to extend the execution period, if agreed upon, by a duration equal to that of the force majeure event. Likewise, if these events jeopardize the execution of the order according to the agreed terms, G2E reserves the right to terminate the contract without any obligation or liability on its part.

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Article 14 – Resolution for the Fault of a Co-Contractor

The above stipulations do not constitute a waiver of the Company's right to claim, at its discretion, in the event of non-payment or non-compliance by its co-contractor with its contractual obligations (or a serious risk of non-compliance with its obligations), the resolution or termination of the agreement, by operation of law, with damages. This claim will be made by a notification sent by registered letter to the client by G2E. Such termination may occur even before the obligations are due.

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Article 15 - Specific Provisions

15.1. All information about G2E’s products and/or services published on its website or any other medium is not binding on G2E and is communicated for informational purposes only. G2E reserves the right to modify this information without prior notice.

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15.2. G2E remains the sole owner of all intellectual property rights, of any kind, relating to the products and services it provides. This includes, for example, G2E’s rights to its brand and the documents and deliverables created in the context of these services, such as texts, photographs, illustrations, etc. No reproduction or communication rights of these materials are allowed without G2E’s prior consent.

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15.3. The potential invalidity of any clause in these general terms and conditions does not result in the total invalidity of the general terms and conditions.

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15.4. To the extent that the use of G2E’s services involves the processing of the client's personal data by G2E, such processing will be carried out in accordance with the General Data Protection Regulation of April 26, 2016, and the law of July 30, 2018, relating to the protection of individuals with regard to the processing of personal data. G2E ensures that all processing is carried out in accordance with applicable law and, where necessary, with the prior consent of the individual concerned.

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The client may, at any time, address any questions regarding the protection of personal data to G2E by contacting G2E at the email address: chenrar@growtoexcellence.com.

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Article 16 - Applicable Law and Jurisdiction

16.1. The parties agree that Belgian law is the only applicable law to this agreement.

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16.2. Any dispute relating to its formation, interpretation, or execution shall be exclusively submitted to the Liège Commercial Court, Liège division.