GENERAL TERMS AND CONDITIONS OF HDM

Clause 1: General

Except where otherwise expressly agreed in writing, the customer shall be deemed to have accepted the following Terms and Conditions (of Sale) at the time of placing an order.
These terms and conditions shall apply to every offer, quotation, purchase agreement, and other agreements and related activities, as well as to any agreement between HDM N.V. and a customer, to which HDM N.V. has declared these terms and conditions to be applicable, insofar as the parties have not explicitly deviated from these terms and conditions. HDM N.V. shall not accept any references made by customers to their own terms and conditions.
Once a contract has been concluded with the customer subject to the present terms and conditions, the customer shall be deemed to have automatically agreed to these terms and conditions being applicable to all subsequent contracts with HDM N.V.
Deviations from these terms and conditions shall only be valid insofar as HDM N.V. accepts the same in writing.

Clause 2: Prices

Unless otherwise stated, our prices are:
- Based on ex-works, ex-warehouse or ex- other storage depot of HDM;
- Exclusive of VAT, import duties, other taxes, levies and duties;
- Exclusive of the costs of packaging, loading and unloading, transport and insurance;
- Expressed in terms of Euros.
If HDM N.V. agrees on a certain price with the customer, HDM N.V. is nevertheless entitled to increase the price in case of changes in materials, wages, premiums of any kind, taxes and/or other factors that determine the price of the purchased goods that are necessary for the performance of the agreement.
HDM N.V. may charge the price applicable at the time of delivery according to the price list applicable at that time. If the price increase exceeds 10%, the customer shall have the right to dissolve the agreement.

Clause 3: Confirmation

Orders placed through our representatives shall only bind the seller after the principal/customer confirms the same in writing. If goods are returned due to incorrect ordering by the customer, 20% of the value will be charged.

Clause 4: Duty to inform and cooperate

The customer shall ensure that HDM N.V. is provided with all the data in the desired form, that the latter may, in its opinion, reasonably require for the adequate fulfilment of the given order. The aforementioned documents shall be provided in the manner specified by HDM N.V. The customer shall also provide all other necessary cooperation as may be required for the fulfilment of the order.
HDM N.V. has the right to suspend the fulfilment of the order until the customer fulfils the obligations mentioned in the previous paragraph.
The customer shall be bound to compensate the damage that HDM N.V. suffers due to such delay.

Clause 5: Confidential information

Except where the law imposes an obligation to disclose certain data, the parties shall be bound to maintain the confidentiality of the information received from the other party and the confidential processing results obtained from the same. The parties shall take all reasonable precautions in this regard. HDM N.V. shall take every effort to comply with the current privacy legislation. More information shall be found in the privacy policy.

Clause 6: Security deposit

HDM N.V. shall have the right at all times to demand sufficient security for the fulfilment of the other party’s payment obligations, before commencing or continuing the activities and before delivering or continuing with delivery.
If the requested security is not furnished, or is proven to be insufficient, or if the legal form of the customer is changed, HDM N.V. shall have the right to dissolve the agreement in whole or in part without the need to issue a reminder or for judicial intervention, and to recover possession of items that have already been delivered, without prejudice to the rights of HDM N.V. with regard to payment of the amounts payable when the agreement comes to an end, on the grounds of the work carried out and deliveries made.

Clause 7: Modifications to the Agreement

If, after issuing the order, further changes in the performance thereof are required, the same must be notified to HDM N.V. in time and in writing. If such changes are notified verbally or by telephone, the customer shall bear the risk of any misunderstanding in the instructions.
HDM N.V. reserves the right to change the price based on changes in the order.
Changes made to an order already issued may cause HDM N.V. to exceed the delivery time agreed for such changes. HDM N.V. shall bear no responsibility for such delays.

Clause 8: Changes in the goods to be supplied

HDM N.V. shall have the right to deliver goods that deviate slightly from the goods described in the (purchase) agreement, but that are technically and/or functionally the same. If HDM N.V. avails of this option and delivers an item that deviates substantially from the agreed item, the customer shall have the right to dissolve the agreement. The customer shall have such right for 8 days after it discovers the defect or could reasonably be expected to have discovered it.

Clause 9: Delivery

Unless otherwise agreed, the purchased or delivered items shall be at the customer’s risk with effect from the conclusion of the (purchase) agreement. Unless otherwise agreed, delivery shall be made at the customer's home/factory.
Unless otherwise stipulated, the prices shall be on Delivery Duty Paid (DDP) basis for order values from €350 onwards, exclusive of VAT. In case of order values for less than this amount, €35 shall be charged as contribution to the transport costs.
The customer shall be bound to take delivery of the (purchased) goods as soon as the same are delivered or made available to it in conformity with the contract. If the customer refuses to take delivery or is negligent in providing information or instructions required for delivery, the goods shall be stored at the customer's risk. In such case, the customer shall be liable to pay all additional costs, which shall always include storage costs.

Clause 10: Delivery period

An agreed/specified delivery period shall not constitute a binding deadline, unless explicitly agreed otherwise. In case of late delivery, the customer shall therefore issue HDM N.V. with a written notice of default. The contract may be dissolved on the grounds of late delivery by giving a prior termination notice period of 8 days that shall take effect at the earliest 30 days after the scheduled delivery date, without any compensation being claimed for the same. However, this option shall only exist after the payment of all overdue receivables from previous deliveries.

Clause 11: Partial deliveries

HDM N.V. may deliver (sold) goods in parts. This shall not apply if a partial delivery has no independent value. In case the goods are delivered in parts, HDM N.V. shall have the right to invoice each part separately.

Clause 12: Defects; time limit for lodging complaints

The customer shall inspect the (purchased) goods (or arrange for the inspection thereof) at the time of delivery - or as soon as possible thereafter - or shall conduct such inspections after HDM N.V. notifies it that the goods have been placed at the disposal of the customer. During such an inspection, the customer shall check whether the goods delivered comply with the agreement:
- whether the correct items have been delivered;
- whether the goods delivered correspond to the agreed quantity (e.g. number/quantity);
- whether the goods delivered meet the agreed quality requirements;
- or, in their absence, the requirements that may be imposed on normal use and/or for commercial purposes.
If visible defects or deficiencies are detected, the customer shall notify HDM N.V. of the same in writing within 48 hours after delivery After the aforementioned period of 48 hours, the agreed quantities/items shall be deemed to have been delivered in the required manner.
The customer shall notify non-visible defects customer to HDM N.V. in writing within 48 hours after discovery, but at the latest within 1 week after delivery. After the expiry of this period, the agreed items shall be deemed to have been delivered correctly.
No complaints relating to items/goods that have already been wholly or partially processed shall be entertained.
A timely complaint by the customer shall however not relieve it of its obligation to pay for and take delivery of orders placed. Goods may only be returned to HDM N.V. with the latter's prior written consent.

Clause 13: Technical requirements, etc.

At the time of concluding the (purchase) agreement, the customer shall expressly specify all such technical requirements relating to the goods to be delivered that deviate from the normal requirements.

Clause 14: Samples, models and specimens

If HDM N.V. shows or provides a model, sample or specimen, this shall always only have indicative value: the quality of the goods to be delivered may deviate from the sample, model or specimen.

Clause 15: Copyright, industrial property rights and reproduction rights

Unless explicitly agreed otherwise, the designs, images, descriptions, drawings, models, budgets, programmes and calculations etc. supplied by or on behalf of HDM N.V. shall remain HDM N.V.'s property and shall be returned to HDM N.V. at its first request.
All the rights relating to designs, images, descriptions, drawings, models, budgets, programmes, etc. (copyrights, design rights, etc.) are reserved and must be respected.
In case of infringement of this clause, the customer shall be liable to pay HDM N.V. a contractual, immediately payable penalty of €1,250 per infringement, without prejudice to the possibility of recovering the actual damages.

Clause 16: Termination of the agreement

HDM N.V.'s claims against the customer shall be due immediately in the following cases:
- in case after the conclusion of the agreement circumstances become known to HDM N.V. that give HDM N.V. good grounds to fear that the customer will not fulfil its obligations.
- if, at the time of concluding the agreement, HDM N.V. requests the customer to furnish security for the performance of the agreement and such security is not provided, or is insufficient.
In the aforementioned cases, HDM N.V. shall have the right to suspend further performance of the agreement or to annul the agreement without notice and without judicial intervention, all of the above without prejudice to HDM N.V.'s right to claim damages.
In case of circumstances relating to persons and/or material that HDM N.V. uses or tends to use in the performance of the agreement, which are of such a nature that the performance of the agreement becomes impossible or so onerous and/or disproportionately expensive that compliance with the agreement can no longer reasonably be required, HDM N.V. shall have the right to dissolve the agreement without notice and without judicial intervention.

Clause 17: Right of retention

HDM N.V. shall have the right to retain all items provided to it by the customer, or all items that it has manufactured on behalf of the customer, until HDM N.V. receives payment of all costs incurred by it for the fulfilment of orders of the aforementioned items, regardless of whether such orders relate to the aforementioned items or other items of the customer, except where the customer has provided adequate security for such costs.

Clause 18: Right of retention of title

The goods delivered by HDM N.V. shall remain the property of HDM N.V. until the customer has fulfilled all the following obligations under all the (purchase) agreements concluded with HDM N.V.:
- the consideration(s) relating to the good(s) delivered or to be delivered,
- the consideration(s) relating to services performed or to be performed by HDM N.V. pursuant to the (purchase) agreement(s),
- any claims that arise due to the non-performance of (a) (purchase) agreement(s) by the customer.
Goods delivered by HDM N.V., which are subject to retention of title pursuant to paragraph 1, may only be resold in the context of normal business operations. Incidentally, the customer shall have no right to pledge the goods, to transfer ownership thereof, or to establish any other right to the same.
If the customer does not fulfil its obligations or if there is a well-founded fear that it will not do so, HDM N.V. shall have the right to recover possession or commission the recovery of the possession of goods delivered by it, to which the retention of title mentioned in paragraph 1 applies, either from the customer directly or from third parties who keep the goods on behalf of the customer. The customer shall be bound to cooperate fully in this connection, failing which the customer shall be liable to pay a fine of 10% of the amount payable, for each day for which such failure to cooperate continues.
In case third parties wish to establish or assert any right to the goods delivered under the retention of title, the customer shall be bound to notify HDM N.V. of the same as soon as may reasonably be expected.
The customer undertakes to do the following at the first request of HDM N.V.:
- insure and keep insured the goods delivered under retention of title against fire, explosion and water damage and against theft, and furthermore, to make such insurance policy available for inspection;
- to mark the goods delivered under retention of title as the property of HDM N.V;
- to cooperate, in other ways, with all reasonable measures that HDM N.V. wishes to take in order to protect its right of ownership relating to the items that do not unreasonably hinder the customer in the normal operation of its business.

Clause 19: Payment - Credit insurer

Payment shall be made within 30 days after delivery of the goods, through bank transfer into the bank account numbers mentioned in the agreement or in the invoice, in the name of HDM N.V. at 3990 Peer. 2% discount may be deducted in case of payment within 8 days. Payments may only be made using other methods after obtaining written confirmation from HDM N.V.
Except where the customer issues specific instructions concerning how the payments should be applied, we shall apply all payments against our oldest invoice and/or against interest on late payments.
Payments made by the customer shall first be applied against outstanding interest on arrears and/or damages, after which they shall be applied against the outstanding invoice balance.
If an invoice is not paid by the due date, all our claims shall become immediately due and payable, and we shall be fully entitled either to suspend the performance of all current agreements, or to regard them as dissolved by operation of law.
In case of liquidation, bankruptcy or suspension of payment by the customer, the customer's obligations shall be immediately due and payable.
All claims of HDM N.V. against its customers are insured by a credit insurance company.

Clause 20: Collection costs

If the invoices are not paid on time, damage compensation of 10% of the amount of the invoice shall be payable by way of irreducible and lump sum compensation. The interest rate shall be the interest rate as per the law on combating late payment in commercial transactions; interest and damage compensation shall be applied by operation of law without prior notice of default.
If HDM N.V. demonstrates that it has incurred higher costs, which were reasonably necessary, these shall also be eligible for reimbursement.

Clause 21: Jurisdiction - Applicable law

All our agreements shall be subject to Belgian law. The Commercial Court of Hasselt shall have jurisdiction over all disputes or differences of opinion that may arise with regard to the drawing up or the application of an agreement.

Clause 22: Modifications to the Terms and Conditions

HDM N.V. shall have the right to make modifications to these terms and conditions. These modifications shall come into force on the date on which their entry into force is announced. HDM N.V. shall send the modified terms and conditions to the customer well in time. If the time of entry into force has not been notified, modifications vis-à-vis the customer shall take effect eight days after the latter has been notified of such modification. In the absence of notification to the contrary by the customer within eight days, these modifications shall be deemed to have been accepted by the customer.

Clause 23: Force majeure (non-culpable shortcoming)

Force majeure shall be understood to mean circumstances that prevent the fulfilment of the obligation and which cannot be attributed to HDM N.V. This shall include (if and insofar as such circumstances make compliance impossible or unreasonably difficult): strikes in businesses other than those of HDM N.V.; wildcat strikes or political strikes in HDM N.V.; a general lack of necessary raw materials and other goods or services required for the realisation of the agreed performance; unforeseeable delays on the part of suppliers or other third parties on which HDM N.V. depends, and general transport problems.
HDM N.V. shall also have the right to invoke force majeure if the circumstance preventing (further) fulfilment occurs after HDM N.V. should have fulfilled its obligation.
During force majeure, HDM N.V.'s delivery and other obligations shall be suspended. If the fulfilment of the obligations by HDM N.V. is not possible due to force majeure lasting more than 2 months, both parties shall have the right to dissolve the agreement, without any obligation to pay damages in such case.
In case HDM N.V. has already partially fulfilled its obligations at the time of commencement of the force majeure, or can only partially fulfil its obligations, HDM N.V. shall have the right to invoice the already delivered and/or deliverable part separately, and the customer shall be bound to pay this invoice as if it related to a separate contract. However, this shall not apply if the part already delivered or deliverable has no independent value.

Clause 24: Unforeseen circumstances (Doctrine of “hardship”)  

In case of a change of circumstances that is unexpected, unforeseeable, and gives rise to a significant increase in the cost of implementation for the Affected Party, each Party undertakes to make efforts in good faith to reach a negotiated agreement on mutually acceptable terms.

Clause 25: Return of goods

Out of respect for the environment, the customer shall be entitled to return the SPC (Stone Polymer Composite) to HDM after a period of one year after delivery; the price shall be the market price of SPC at the time of returning the same, plus VAT.

Clause 26: Liability

HDM N.V. shall be exclusively liable towards the customer in the following manner:
- For damage caused due to defects in delivered goods, only the liability as laid down in the warranty certificate shall apply.
- HDM N.V. shall be exclusively liable if damage was caused wilfully or through gross negligence on the part of HDM N.V. or of its managerial employees.
- In any case, the liability of HDM N.V. shall be exclusively limited to the invoice value. In case of material or production faults, HDM N.V. shall therefore deliver the replacement products in accordance with the warranty conditions. Additional compensation for installation costs shall be limited to the invoice value, to the exclusion of compensation for any other possible damage and/or costs incurred or to be incurred, such as transport, accommodation and/or removal costs.
- No warranty shall apply other than as explicitly or implicitly described in the present warranty provisions, and HDM N.V. shall not be liable for direct or indirect damage and costs incurred due to a defective product if any, and furthermore, HDM N.V. shall not under any circumstances be liable for the costs of removal and (re)installation of the products and/or transport and/or transaction costs.

Clause 27: Privacy

Each Party acknowledges that, within the framework of their relationship, it may have to process, at the request of one Party/one of the Parties, personal data received from the other Party and/or from third parties (such as, but not limited to, personal data of employees). Each Party:
- shall process such personal data as an independent data controller, and;
- undertakes, with respect to the personal data transferred by the other Party, to comply with the EU General Data Protection Regulation ("GDPR") and, in particular, to ensure that its processing of the personal data is lawful, fair and transparent, and furthermore, to make available to the data subjects a privacy policy that meets the requirements of the GDPR.
If the customer provides personal data to HDM N.V. in such context, the customer undertakes to communicate HDM N.V.'s Privacy Policy (available at the following address: XXX) to the data subjects.