General Terms and Conditions of Sale and Delivery

SECTION 1 — SCOPE OF APPLICATION

1. REQUEST A QUOTE

By requesting a quotation from DDI SERVICES NV (hereinafter called DDI SERVICES) the customer (hereinafter called Custo-mer) declares recognition of and agrees to the application of our General Conditions of Sale and Delivery (hereinafter called Conditions) to all offers, legal relationships and Agreements under which DDI SERVICES provides goods (software, hardware, …) and/or services of whatever nature to the Customer (herei-nafter called Products). Terms and conditions of the Customer which deviate from, contradict or supplement these Conditions shall be considered a part of the parties’ Agreement only if and insofar as DDI SERVICES has explicitly agreed to their applicabi-lity on a case-by-case basis. This consent requirement shall apply in all cases, even if DDI SERVICES supplies Customer in awareness of Customer’s general terms without explicitly rejecting such deviating terms.

2. CONDITIONS

If one or part of a provision of these Conditions should be rendered null and void, the rest of the provisions and/or the remainder of that provision shall remain valid. If one or part of the provisions is rendered null and void, DDI SERVICES and the Customer, as far as is possible and according to their own loyalty and convictions, shall negotiate to replace the invalid provision with an equivalent provision in the general spirit of these Conditions.

3. RIGHT TO ADJUST

DDI SERVICES reserves the right to amend and/or adjust its General and/or Special Conditions at any time whatsoever.

4. CUSTOMER

Customer is understood to mean anyone who calls on DDI SERVICES’s services in the name and/or for the account of a third party.

SECTION 2: QUOTATION, ORDER AND ORDER CONFIRMATION

5. QUOTATION

A quotation from DDI SERVICES shall be solely deemed an invitation for the Customer to place an order and is in any case without obligation. DDI SERVICES can withdraw any quotation at any time whatsoever. An agreement only comes about when a person who is authorized to bind DDI SERVICES in law confirms the Customer’s order in writing, or when DDI SERVICES starts to implement the order.

6. AGREEMENT

DDI SERVICES is free to select the parties with which it wishes to enter into an agreement.

SECTION 3: SPECIFICATIONS – INTELLECTUAL PROPERTY

7. PRODUCTS AND OTHER TECHNICAL SUPPLY CONDITIONS

Information about the Products distributed by DDI SERVICES – especially information contained in brochures, type lists, catalogs, data sheets, advertising material, specifications and descriptions, definitions of the requirements to be met by the Products and other technical supply conditions, certificates (e.g., certificate of compliance) and other documents – consti-tutes no guarantee of DDI SERVICES as to the quality and state or durability of the Products.

Reliability of the products

Statistical information and data provided by DDI SERVICES concerning the reliability of the Products supplied, exclusively serve orientational purposes and does not relate to individual deliveries or lots. Information provided by DDI Services shall not constitute an obligation of the result.

8. PROPERTY RIGHTS

All intellectual and industrial property rights related to software, databases, equipment, or other Products developed or provided to the Customer—including but not limited to analyses, designs, documentation, reports, offers, and preparatory materials—shall remain the exclusive property of DDI SERVICES and shall not transfer to the Customer. Upon request, the Customer shall promptly return any such materials. All know-how, samples, models, designs, and drawings related to the Products, or their development shall remain the sole property of DDI SERVICES and shall be treated as confidential. The Customer shall not copy, reproduce, reverse engineering, or disclose any of these materials to third parties without DDI SERVICES’s prior written consent. Failure to comply with these terms shall result in the Customer being liable for damages of €25,000 per infringe-ment, without prejudice to DDI SERVICES's right to seek higher damages.

9. INTELLECTUAL PROPERTY RIGHT

Unless expressly stated otherwise, no right or license is granted to the Customer under any patent, copyright, registered design, or other intellectual property rights, except for the limited right to use or resell the Products.

10. RESPONSIBILITY FOR DAMAGES OR LOSSES

DDI SERVICES takes no responsibility for damage or losses incurred by the Customer due to the Products or DDI SER-VICES’s trademarks infringing any third party’s industrial property rights. The Customer shall, however, notify DDI SERVICES of any allegation of any infringement of any intellec-tual property rights. DDI SERVICES may at its own expense and discretion conduct any negotiations or proceedings arising from any such allegation; and the Customer shall assist therein.

11. TRADEMARK

The Customer shall not, without DDI SERVICES’s prior written consent, allow any trademarks of DDI SERVICES or other words or marks applied to the Products to be obliterated, obscured or omitted or add any additional marks or words.

SECTION 4: PRICE

12. PRICES

All prices exclude VAT and are expressed in Euros. A separate individual price is calculated for every purchase. This price is only valid for a specific defined purchase and therefore does not apply to other, even similar purchases.

13. ADDITIONAL WORK

All deliveries of goods and/or services that are not expressly provided in the quotation and/or sale agreement, are deemed to be additional work requested by the Customer and are therefore charged as such to the Customer.

14. NOT INCLUDED COSTS

The following costs are not included and are for the Customer’s expense, unless expressly agreed otherwise: prices of packag-ing, containers, transportation and travel costs, including transport insurance, storage costs, including additional costs linked to any extended storage, costs of carriage, import duties, taxes, levies, bank charges, etc.

15. TRANSPORT AND TRAVEL COSTS

Transport and travel costs are calculated from DDI SERVICES’s registered office and are invoiced by movement and based on fixed prices.

16. CURRENCY FLUCTUATIONS

Currency fluctuations, increases in prices of materials, auxiliary materials and raw materials, wages, salaries, social security charges, costs imposed by the government, levies and taxes, transportation costs, import and export duties, or insurance premiums, arising between the order confirmation and delivery of sold Products entitled DDI SERVICES to increase the agreed price accordingly.

17. BANK GUARANTEE

DDI SERVICES has the right to request a bank guarantee from the Customer for orders and/or assignments for a value exceeding EUR or USD 50,000, VAT excluded, before implemen-ting the agreement.

SECTION 5: DELIVERY AND COLLECTION

18. TRADE TERM

If not provided for, any agreed trade term shall be construed in accordance with INCOTERMS in force at the time of the DDI SERVICES’s acceptance of the order. If no trade term is specifi-cally agreed the Products will be delivered Ex Works DDI SERVICES’s registered office.

19. DELIVERY TIMES

The delivery times are always indicative and are not an essential part of the agreement. If the stated time limit is exceeded, DDI SERVICES and the Customer will agree on a reasonable additional time limit. Any delay, whether in the original or additional time limit, will not give rise to the cancellation of the order or to any compensation whatsoever. Changes to an order, quotation and/or sale agreement automatically result in a lapse of the proposed expected delivery times.

Various consignments

DDI SERVICES has the right to deliver/transport sold Products in various consignments. Partial implementation or delivery does not result in cancellation of the agreement.

20. DELAYS

DDI SERVICES is not liable for delays caused because of failures on the part of suppliers to DDI SERVICES, the Customer and/or any other third party.

21. COLLECTION

If the Parties agree that the Customer is going to collect the Products, the Customer will collect the Products himself at his own expense from the place and at the time indicated by DDI SERVICES. If the Customer fails to collect Products within 5 business days, he will be liable for storage expenses of 1% of the entire invoice amount per week. If the scheduled collection date is exceeded by two weeks, DDI SERVICES has the right to declare the agreement cancelled from the date when the cancellation notice is sent, without notice of default and without judicial intervention. The Customer is in that case liable for fixed compensation equal to 35% of the total invoice amount, notwithstanding DDI SERVICES’s right to prove further damages.

22. LIMITATION OF LIABILITY AND MAXIMUM COMPENSATION (ANNUAL CAP)

Without prejudice to Article 9, the total contractual and extra-contractual liability of DDI Services NV, on any grounds whatso-ever, shall be expressly limited to a maximum amount equal to one twelfth (1/12) of the total annual invoiced amount of the applicable cloud and/or SaaS services to which the damage relates, excluding VAT.

This limitation applies: per claim; per contract year; regardless of the nature of the claim (contractual, extra-contractual, fault-based liability, warranty, etc.); regardless of the number of involved services.

DDI Services NV shall in no event be liable for any indirect or consequential damages, including but not limited to: loss of turnover or profit; loss of data; loss of customers or contracts; production stoppage or business interruption; reputational damage; lost savings; or any other form of consequential loss.

The Customer may only claim liability or compensation if it proves actual, demonstrable and directly causal damage. Damage occurring outside normal business hours (nights, weekends and public holidays) shall be deemed to have no economic impact, unless proven otherwise by objective evidence.

This limitation of liability does not exclude the liability of DDI Services NV in the event of willful misconduct or gross negli-gence; however, the maximum liability cap stipulated in this SLA shall remain fully applicable in such cases.

In the event of any conflict between this SLA and the General Terms and Conditions of DDI Services NV, this SLA shall prevail for the applicable services.

SECTION 6: RISK

23. RISK

All risk related to the Products passes to the Customer at the time that the agreement is concluded.

SECTION 7: GUARANTEE, COMPLAINTS AND LIABILITY

24. INITIAL CHECK

The Customer shall carry out an initial check immediately on collection and/or delivery of the Products. This immediate compulsory check concerns among other things (this list is purely an example) the quantity and weight, compliance of the delivery, visible defects, correct location(s), etc. The Customer will note immediately apparent deviations on the delivery note, failing which he will be deemed to have accepted the Products as agreed.

25. INSPECTION OF THE PRODUCTS

The Customer shall carry out a thorough inspection of the Products within 24 hours of delivery and/or collection. Making use of, processing and/or selling on the Products is deemed to constitute approval and acceptance and final handover of Products as delivered and/or collected.

26. WARRANTY

DDI SERVICES warrants that its Products will be free from defects in workmanship and materials for 2 (two) years. Unless otherwise expressly stated in any written guaranteed terms submitted to the Customer by DDI SERVICES and which are in effect at the time of delivery of the Products in question, DDI SERVICES’s obligations under the above warranty will expire no later than twenty-four (24) months after invoicing date of the Products to the Customer. In respect of goods not of DDI SERVICES’s manufacture, the Customer is entitled only to such warranty as DDI SERVICES may receive under any guarantee given by its suppliers/the Manufacturer in respect thereof. In no event shall DDI SERVICES’s obligations under the warranty apply to any Product, which has been subject to installation error, unauthorized use, negligence, accident, alteration, misuse or normal wear and tear and/or damage caused by the Customer and/or third parties, and/or failure of the Customer to comply with statutory and/or other obligations.

27. RIGHT TO RELY ON DEFECTS

The Customer forfeits the right to rely on defects in Products, unless he notifies DDI SERVICES by registered letter thereof within 48 hours of discovering or after he should have discov-ered the non-compliance or defect, stating the invoice number and/or the number on the delivery note, with precise identifica-tion of the Products and a detailed statement of the defect.

28. DEFECTS

As to any defects, Customer must provide DDI SERVICES with an opportunity to investigate by making defective goods and their packaging available to DDI SERVICES for inspection. If Customer fails to do so, he forfeits the right to rely on defects in the Products. In no case are Products to be returned without first obtaining permission from DDI SERVICES. Customers will be responsible for shipping costs and for any loss or damage incurred during shipment. If Customer requests “on-site” repairs or replacements at Customer’s facilities or any other third party’s facility, Customer must submit a purchase order, subject to DDI SERVICES’s acceptance, and Customer will be responsible for DDI SERVICES’s service charge, plus transporta-tion costs and traveling expenses.

29. REPLACE OF REFUND

Provided that Customer has timely followed the procedures and requirements set forth in this article, DDI SERVICES, at its sole discretion, may either replace the defective Product free of charge, repair the Product or refund the price of the defective Product to the Customer. If DDI SERVICES is unable to repair or replace a defective Product, DDI SERVICES will provide a similar substitute product. The remedies in this paragraph shall be Customer’s sole and exclusive remedies for defects in the Product, regardless of the nature of the alleged defect.

30. REMAINING WARRANTY

Replaced or repaired defective Products will be covered by the warranty for the remaining period of the warranty for the original product.

31. COMPENSATION

DDI SERVICES will under no circumstances be obliged to compensate for loss of production, loss of profit or any other consequential damage or indirect loss, nor damage that exceeds the invoice amount or the Commercial Liability insurance policy taken out by DDI SERVICES, all of which are expressly disclaimed hereby to the fullest extent permitted by law. DDI SERVICES will under no circumstances be held liable for mistakes attributable to incorrect or incomplete information or data notified by the Customer. Save as in this article herein-before expressed DDI SERVICES shall be under no liability in Agreement, delict or otherwise for any personal injury, loss or damage of whatsoever kind or howsoever caused or for anything done or omitted in connection with the Products or any work in connection therewith whether due to DDI SERVICES’s fault or not. The Customer assumes the risk that the product sold is suitable for the Customer’s specific purposes. No representation in this regard has been made by DDI SERVICES. Unless this document expressly states contrary, DDI SERVICES is not even aware of the specific purpose to which the Customer wishes to put the Product.

32. COMPLAINTS

Complaints do not in any case release the Customer from his payment obligations within the stated time limit under these Conditions, the quotation, the sale agreement and/or the invoice. The Customer is required to compensate costs incurred in connection with unjustified complaints.

SECTION 8: FORCE MAJEURE AND HARDSHIP / IMPREVISIE

33. SHORTCOMING

DDI SERVICES is not liable for any shortcoming in the perfor-mance of any obligation caused by force majeure or hardship/imprevisie.

34. FORCE MAJEURE OR HARDSHIP

In case of force majeure or hardship/imprevisie DDI SERVICES may at its discretion (1) temporarily suspend performance of its obligations; (2) cancel the agreement by registered letter; and/or (3) invite the Customer to renegotiate the agreement. If the Customer does not participate in good faith in the renegotia-tion, DDI SERVICES may, in accordance with Article 15 of these General Terms and Conditions of Sale and Delivery, request one or more arbitrators to decide new Agreement conditions and/or order the Customer to pay compensation.

35. DEFINITION OF FORCE MAJEURE AND HARDSHIP

By force majeure and hardship/imprevisie are understood, among other things (this list is purely given as an example): unavailability/scarcity of sold Products, scarcity of raw mate-rials, ice formation, exceptional weather conditions, strikes, mobilization, wars, disease or accidents, communication and information technology breakdowns, government measures, export bans, delays in deliveries, transport and/or travel obstacles, including lack or withdrawal of transport facilities, export obstacles, import obstacles, breakdowns, traffic jams, etc. Force majeure and hardship/imprevisie shall also include a situation of force majeure for DDI SERVICES’s suppliers, improper performance of obligations by suppliers prescribed by the Customer for DDI SERVICES, as well as defects in objects, Products or software of third parties which the Customer has required DDI SERVICES to use.

36. LIMITATION OF LIABILITY – CLOUD AND SAAS SERVICES (ANNUAL CAP)

For all cloud, hosting, API, SFTP and SaaS services provided by DDI Services NV, the total contractual and extra-contractual liability, on any ground whatsoever, shall be strictly limited to a maximum amount equal to one twelfth (1/12) of the total annual invoiced amount of the applicable service to which the damage relates, excluding VAT.

This limitation applies: per claim; per contract year; regardless of the nature of the claim (contractual, tort, fault-based liability, warranty, etc.); regardless of the number of damage-causing events.

DDI Services NV shall in no event be liable for any indirect or consequential damages, including but not limited to: loss of turnover or profit; loss of data; loss of customers or contracts; business or production interruption; reputational damage; lost savings; or any other form of consequential loss.

SECTION 9: BILLING AND PAYMENT

37. COMPLAINTS

The Customer shall notify any complaints concerning invoices in writing within three business days after receipt of the invoice. Invoices can only be validly challenged by sending a letter by registered mail indicating the invoice date, the invoice number as well as a detailed justification.

38. PAYMENT

All invoices are payable forthwith in Euro by transfer to the bank account number stated on the invoice. To the extent not other-wise agreed upon in writing, no discount will be granted for cash payments. The Customer is not allowed to make payments to intermediaries. Only receipts signed by persons authorized to bind DDI SERVICES in law are valid.

39. ADVANCE PAYMENT

DDI SERVICES reserves the right to request an advance payment of at least 35 % the total invoice amount.

40. UNPAID AFTER DUE DATE

Any amount that remains unpaid after the due date shall be, legally and without prior notice of default, increased by yearly interest of 10%, capitalized annually. In addition, any unpaid invoice shall be increased by a lump sum of 15% of the amount invoiced and remain unpaid, with a minimum of 250 EUR, without prejudice to DDI SERVICES’s right to prove further damages and (judicial) recovery expenses.

41. REMAINING IN DEFAULT

In so far as the Customer remains in default in respect to one or more outstanding payments to DDI SERVICES, the latter shall be entitled to discontinue all supplies of products and services or cancel undelivered orders until all outstanding accounts have been cleared.

42. IMMEDIATE ELIGIBILITY OF ALL INVOICES

The default of payment of an invoice on its due date, including any interests and penalties due, entails the immediate exigibility of all invoices, including invoices that are not yet due, and annul all previously agreed payment modalities. The same rule applies in the case of threatening bankruptcy, judicial or conventional dissolution, judicial composition, persistent default of payment, or any other fact proving the insolvability of the Customer.

43. APPROVAL OF THE INVOICE

The payment by the Customer – in whole or in part – of an invoice without any reservations implies approval of the invoice. Payments are always accepted, under reservation of all rights, and are written off first on the judicial costs, then on the inte-rests due, then on the penalty clause and finally on the principal outstanding amount.

SECTION 10: CANCELLATION

Subject to the express written agreement of DDI SERVICES, the Customer is not allowed to cancel the agreement. In the event that an order is cancelled by or on behalf of the Customer, even with the express written agreement of DDI SERVICES, the Customer will be obliged to pay fixed compensation in the amount of 30% of the total purchase price, without prejudice to DDI SERVICES’s express right to claim higher compensation on submission of proof.

SECTION 11: RETENTION OF TITLE

44. PROPERTY

Products delivered shall to the extent permitted by applicable law remain the property of DDI SERVICES until receipt by DDI SERVICES of payment in full (including all money owed plus any default interest thereon); this reservation of title applies equally in the case of installation of the Products in other products. If the title of DDI SERVICES extinguishes upon installation the Custo-mer’s arising co-owners’ interest will pass over to DDI SER-VICES. During this period, the Customer shall not sell or pledge the Products sold to a third party, or to dispose of the goods in another way. If the Customer fails to meet the above title retention and prohibition of alienation, the above right automa-tically passes on the resulting sales price, and the Customer shall pay DDI SERVICES a compensation equal to 50% of the sales price.

45. PROTECTION OF TITLE

The Customer shall give DDI SERVICES all necessary assis-tance in taking any measures required to protect DDI SER-VICES’s title to the Products. If third parties seize Products or wish to establish or enforce rights to Products, the Customer is obliged to notify DDI SERVICES immediately.

46. INSURANCE

The Customer also undertakes to insure unpaid Products against fire, explosion, water damage and theft. The Customer grants DDI SERVICES consent to examine on first request the policies and proofs of payment for the above-mentioned insurance policies. Any pay-out from such insurance policies is for the benefit of DDI SERVICES.

The Customer is solely responsible for taking out and maintai-ning adequate insurance coverage, including but not limited to: public/commercial liability insurance, business interruption insurance, and cyber risk and data breach insurance.

Such insurance must be sufficient to cover the financial consequences of operational disruptions, cyber incidents, data breaches, loss of data and liability claims arising from the use of the provided cloud and/or SaaS services.

The absence or inadequacy of such insurance shall in no event give rise to any liability or compensation on the part of DDI Services NV.

47. CANCELLATION OF THE AGREEMENT

If the Customer does not comply with his obligations, or if DDI SERVICES suspects that the Customer will not comply with his obligations, the Customer shall return the Products within 24 hours on demand to DDI SERVICES for his own account and risk. The exercise of this right will result in immediate and automatic cancellation of the agreement.

SECTION 12: FORFEITURE OF RIGHTS

If DDI SERVICES fails, even repeatedly, to enforce any right, this can only be deemed tolerant of a certain situation and will not result in forfeiture of rights.

Any, even temporary, failure by the Customer to enforce any right, will result in forfeiture of rights.

SECTION 13: NETTING

In accordance with the Belgian Act on Financial Guarantees of 15 December 2004, DDI SERVICES and the Customer will automatically set off all currently existing and future debts towards each other by operation of law. This means that in the long-term relationship between DDI SERVICES and the Cus-tomer the largest amount receivable will always remain on balance after the above-mentioned automatic set-off.

This set-off will in all events be enforceable against any trustee in bankruptcy and other joint creditors, who will therefore not be able to object to the set-off performed by the Customer and DDI SERVICES.

SECTION 14: SUSPENSION AND CANCELLATION

In case of any change to the situation of the Customer, such as decease, conversion, merger, takeover, transfer, liquidation, suspension of payments, collective composition or out of court settlement, application for postponement of payment, closing down activities, seizure or any other circumstance that could harm confidence in the Customer’s creditworthiness, DDI SERVICES reserves the right simply for that reason: either to suspend execution of one or more agreements with the Cus-tomer until the Customer has offered sufficient payment guarantees; or to declare one or more agreements with the Customer cancelled from the date of sending the cancellation, without prior notice of default and without recourse to a court of law, without prejudice to the right of DDI SERVICES to claim additional compensation.

SECTION 15: CANCELLATION OF HOSTING-CLOUD SERVICE

The products, including self-developed websites, applications, and platforms, cannot be transferred, hosted, or deployed on any third-party servers or hosting services. In the event of cancellation by either party, the specially developed software will be taken offline, and the data will be deleted within 4 weeks. See the termination terms below.

SECTION 16: PERIODIC ASSIGNMENTS/SERVICES – TERMINATION

The Client may terminate a periodic assignment (i.e., an assignment consisting of recurring partial assignments or ongoing services) on an annual basis, provided that the termina-tion is notified by registered letter, and the applicable notice period is respected. Termination must be given at least … months prior to the annual renewal date, which is calculated based on the original contract start date. The applicable notice periods, depending on the annual contract value, are as follows:

At least 3 months’ notice for contracts with an annual turnover up to EUR 7,500

At least 6 months’ notice for contracts with an annual turnover of more than EUR 7,500 and up to EUR 25,000

At least 12 months’ notice for contracts with an annual turnover of more than EUR 25,000

SECTION 17: SERVICE LEVEL AGREEMENTS (SLAS)

For all our services, we apply standard SLAs based on establis-hed best practices.

These SLAs are available to clients and can be tailored upon request to meet specific needs. SLAs only become binding and enforceable once signed by both parties. Until then, they serve as non-binding guidelines for the provision of services. In the absence of a signed SLA, service delivery is governed by the general terms and conditions of DDI Services NV, without any explicit guarantees regarding response times, uptime, or other service metrics.

Clients who require specific guarantees or customized service arrangements must sign an SLA. All requests for SLA modifica-tions will be reviewed and confirmed by DDI Services NV before they take effect.

SECTION 18: INFORMATION SECURITY AND DATA PROTECTION

DDI SERVICES NV implements and maintains an internal Information Security Management System (ISMS), guided by the principles of ISO/IEC 27001. This ISMS governs the security, confidentiality, integrity and availability of information and systems used for the delivery of services to the Customer. DDI SERVICES undertakes to implement appropriate technical and organizational measures to prevent unauthorized access, loss, destruction or alteration of data processed on behalf of the Customer. These include but are not limited to encryption (TLS, AWS KMS), access control based on least privilege, continuous monitoring, and periodic risk evaluations. In case of a security incident involving Customer data, DDI SERVICES will inform the Customer without undue delay and will cooperate with reaso-nable investigation and remediation efforts. Unless otherwise agreed in a signed SLA, these measures reflect DDI SERVICES’s best-effort commitment in the context of ISO/IEC 27001-aligned service delivery.

SECTION 19: CONFIDENTIALITY, NON-COMPETITION AND NON-ACQUISITION

The customer agrees to treat the commercial and technical information and trade secrets that she learns from DDI SER-VICES, even after the end of the collaboration with DDI SER-VICES, in a confidential manner and not to use it to his own advantage. The customer agrees, during the duration of this cooperation and for 12 months after its termination, either directly or indirectly and in no capacity whatsoever, (i) to develop activities or acts in Belgium that are competitive with those of DDI SERVICES and (ii) not to recruit employees and/or collaborators of DDI SERVICES. In the event of a breach, the customer will owe a fixed compensation of EUR 100,000 per breach to DDI SERVICES. However, DDI SERVICES reserves the right to claim higher compensation if its actual damage is higher.

SECTION 20: DISPUTES / APPLICABLE LAW

The Agreement and all sales Agreements, concluded between the parties regarding the Products, resulting here from shall be governed by and construed in accordance with Belgian law including the articles 4-39 and 41-88 of the Vienna convention on the International Sale of Goods (thereby excluding all other articles of the Vienna convention.

All disputes, claims, controversies and differences arising out of or relating to the Agreement and all sales Agreements, con-cluded between the parties regarding the Products, resulting here from, or the termination, breach or invalidity thereof, shall be referred to and settled by the exclusive jurisdiction of the Belgian Courts.

In case of dispute, the English version of these General Terms and Conditions of Sale and Delivery shall prevail over all other versions.