General terms and conditions of sale

Würth Belux, a public limited liability company under Belgian law, having its registered office at Everdongenlaan 29 P.O. Box A, 2300 Turnhout (Belgium), and registered in the Crossroads Bank for Enterprises under company registration number 0435.180.897 (hereinafter referred to as ‘WÜRTH BELUX NV’), is a company specialised in fastening and assembly materials and related products. The product range includes fasteners, anchors and plugs, Din and standard products, care, adhesive and sealant products, electric machines, compressed air and hand tools, personal protective equipment, workshop equipment and storage systems, furniture and construction storage.

The Customer can be any natural person or legal entity that enters into a contractual relationship of whatever nature with WÜRTH BELUX NV within the framework of his or her trade, business, craft or professional activity (hereinafter referred to as the “Customer”).

Article 1. Scope of application

Without prejudice to the application of any special terms and conditions included in a separate written Agreement, these Terms and Conditions apply to all Agreements entered into between WÜRTH BELUX NV and the Customer. The Customer is deemed to have taken cognisance of these General Terms and Conditions and to accept them by the mere fact of placing an order.

WÜRTH BELUX NV reserves the right to modify these General Terms and Conditions at any time in line with economic and legal necessities. The new General Terms and Conditions will automatically enter into force within a period of 10 (ten) working days from notification of the new General Terms and Conditions to the Customer. However, the Customer is entitled to terminate the Agreement with WÜRTH BELUX NV, without payment of any damages, provided that a registered letter is sent to WÜRTH BELUX NV within the stipulated period of 10 (ten) working days from notification of the new General Terms and Conditions to the Customer.

Article 2. Agreement

Unless otherwise specified in writing, the quotations WÜRTH BELUX NV makes to Customers are for informational purposes and are not binding as such. Each submitted order is binding on the Customer, but shall only become binding on WÜRTH BELUX NV after written confirmation thereof.

All quotations from WÜRTH BELUX NV are drawn up on the basis of the Customer's data. Any modification of data may give rise to a revision of the terms and conditions as included in the quotation.

An Agreement between WÜRTH BELUX NV and the Customer is only concluded after (i) the signing of the quotation by both Parties within the stated validity period of the quotation, or (ii) the written confirmation of an order by WÜRTH BELUX NV, or (iii) the execution of an order by WÜRTH BELUX NV. WÜRTH BELUX NV is entitled to demand a down payment on the agreed price, as stipulated in the quotation or otherwise, in which case an Agreement shall only be concluded after full payment thereof.

Article 3. Right of return

The Customer has the right to change its mind, without stating reasons, within a period of 31 (thirty-one) calendar days after it has taken physical possession of the item.

The Customer may, however, not exercise the right of return for goods that are perishable and have a limited shelf life as well as goods that have been ordered at the Customer’s request, i.e. goods not in the regular Würth product range.

If the Customer wishes to exercise its right of return, it must inform WÜRTH BELUX NV of this by means of the withdrawal form available at wurth.be/algemenevoorwaarden, specifying the order number and the item the Customer wishes to return.

The item must be returned in original, complete, undamaged and unused condition. All enclosed documentation, (a copy of) the order form and packing materials must be enclosed with the return shipment. If the Customer does not comply with these conditions, WÜRTH BELUX NV will only credit the price of the returned item less the associated costs.

The risk and burden of proof for the correct and timely exercise of the right of return lie with the Customer.

Provided that the Customer has exercised the right of return in accordance with the preceding paragraphs, WÜRTH BELUX NV will credit the price paid by the Customer (excluding, for the record, the costs for any damage to the item) in full or in part within a period of 14 (fourteen) calendar days from receipt of the item.

Article 4. Pricing

Unless the parties agree in writing to a different compensation arrangement, WÜRTH BELUX NV will provide the goods and/or services at the price agreed between WÜRTH BELUX NV and the Customer in the confirmed quotation or confirmed order.

The prices in catalogues and/or price lists of WÜRTH BELUX NV are indicative and can be modified without prior notice. A quotation made by our Account Manager shall only become binding after written confirmation by our office in Turnhout.

The price will be established based on the data in WÜRTH BELUX NV’s possession. It is the Customer’s responsibility to provide WÜRTH BELUX NV with all the data necessary to determine the price, and furthermore to ensure that the data provided in this context are correct. If it subsequently transpires that the data provided by the Customer, on the basis of which the price was established, were incorrect or have meanwhile been modified, this will give rise to a revision of the price.

WÜRTH BELUX NV reserves the right to adjust prices if, between the time of the conclusion of the agreement and the time of its execution, costs have demonstrably increased or decreased due to a change in one or more of the cost-determining factors (being: the prices of energy labor costs, materials, raw materials, social charges, transport, or suppliers) or as a result of measures taken by domestic or foreign authorities. In such a case, WÜRTH BELUX NV will inform the Customer of the price change. The price may only change by a maximum of 80% of the agreed price and must take into account the share represented by each cost factor.

The prices are exclusive of VAT and the costs associated with the intervention of third parties, such as, but not limited to, transport costs.

Article 5. Invoicing

WÜRTH BELUX NV reserves the right and opportunity to invoice electronically. To the extent that, and from the moment when, electronic invoicing is legally or contractually required on the part of WÜRTH BELUX NV and/or the Customer, including obligations arising from Belgian, foreign, or European regulations, all invoices shall be issued and transmitted exclusively in electronic form via the Peppol network or an equivalent, legally recognized electronic invoicing system.

In such case, the Customer shall be required to have an active, properly registered, and technically functional Peppol account (or an equivalent recognized system) suitable for receiving electronic invoices in the country where the Customer is established. The Customer shall bear full responsibility for the correct registration, operation, and compatibility of its electronic invoicing account and the systems connected thereto.

If an invoice cannot be delivered, or cannot be delivered in a timely manner, via the Peppol network (or an equivalent recognized system) due to the absence, inaccuracy, or malfunction of the Customer’s electronic invoicing system, the invoice shall be deemed to have been validly, correctly, and timely sent by WÜRTH BELUX NV. In such case, the Customer’s obligation to pay shall remain fully in force, WÜRTH BELUX NV shall not be held liable for any delay in the receipt, processing, or payment of the invoice, and all consequences, costs, and any damages resulting from the Customer’s failure to comply with its electronic invoicing obligations shall be borne entirely and exclusively by the Customer.

Article 6. Payments

Unless otherwise agreed in writing, each invoiced amount is payable in cash within a period of 14 (fourteen) days. WÜRTH BELUX NV expressly reserves the right, by way of derogation from the previous payment term, to require immediate payments from the Customer before proceeding with performance of the Agreement.

Complaints in connection with an invoice are only admissible if the Customer notifies WÜRTH BELUX NV of them in writing and in detail within a period of 10 (ten) calendar days from the date of issue of the invoice, without such notification implying any acknowledgement on the part of WÜRTH BELUX NV of the content thereof. In the absence of such notification, the invoice shall be regarded as accepted by the Customer without any reservation.

If one invoice has not been paid by its due date, all invoices not yet due shall become immediately due and payable, by operation of law and without prior notice of default. In this case, WÜRTH BELUX NV furthermore reserves the right to suspend performance of all current Agreements, also without prior notice of default and without damages.

Any amount not paid on the due date shall also accrue interest at 12% per annum from the due date of the invoice, by operation of law and without notice of default.

In addition, any amount not paid on the due date shall be increased by a fixed compensation of 10% of the unpaid amount, including VAT, with a minimum of EUR 125, by operation of law and without notice of default. A payment shall first be applied to the interest and fixed damages due and then to the longest outstanding invoices.

The above provisions do not imply a waiver of our right to demand the termination of the Agreement with damages in the event of default of payment.

Article 7. Delivery

Unless otherwise agreed in writing, the delivery times provided by us are always indicative, but never binding. Delay in delivery will only give rise to damages or the right to terminate the Agreement with WÜRTH BELUX NV if this has been agreed in writing in advance. Agreed deadlines shall in any case be extended as a consequence of any delays attributable to a third party and/or to the Customer.

Unless otherwise agreed in writing, all our deliveries are made from the warehouses of WÜRTH AWKG Germany. The mode of transport, shipment, packaging and suchlike will be determined by WÜRTH BELUX NV. However, the risk of storage, transport and delivery, for which WÜRTH BELUX NV cannot be held liable, rests with the Customer. If the Parties have agreed on a different method of delivery, this different arrangement shall apply only to this individual Agreement and not to any subsequent Agreement between the Parties.

The transport costs shall be borne by the Customer, the amount of which can be consulted at wurth.be/FAQ. (These may, however, be subject to modification from time to time.) Any additional fees or taxes levied by governments will be charged to the Customer.

Article 8. Duration and termination

The Agreement between WÜRTH BELUX NV and the Customer commences on the date as agreed in writing and shall end when all services and/or goods have been delivered by WÜRTH BELUX NV to the Customer and the Customer has made all payments due.

Each party shall have the right to terminate the agreement at any time, with immediate effect, without judicial authorization, without prior notice of default, and without payment of any compensation, in the following cases: (i) if the defaulting party, despite a written notice of default observing a period of 10 (ten) calendar days, fails to fulfill one or more material obligations arising from the agreement, (ii) in the event of cessation of payments or (the filing for) bankruptcy by the other party, (iii) in the event of liquidation or cessation of the other party’s activities. In the event of such termination, each party reserves the right to claim compensation for the costs, interest, and damages it has suffered as a result, and all claims shall become immediately due and payable.

Article 9. Warranty and Complaints

With the exception of sales that take place as part of special promotions (such as, for example, but not limited to outlet sales),WÜRTH BELUX NV guarantees that the goods or services will conform to the specifications as specified in the quotation or the confirmed order, taking into account that (unless otherwise stipulated in writing) our samples, drawings, dimensions, weights and other data are only approximate descriptions of our goods, and that any limited deviations therefrom, of whatever nature, can never be invoked by the Customer as a reason either to refuse delivery or payment, or to claim termination or damages.

The Customer is responsible for checking the delivered goods or services for conformity and visible defects. To be admissible, all complaints concerning a lack of conformity between the agreed goods or services and the delivered goods or services must be notified to WÜRTH BELUX NV in writing within 7 (seven) calendar

days. Complaints relating to goods or services which have been altered after delivery by the Customer or a third party, or defects attributable to the Customer or a third party shall not be taken into account.

In the event that the delivered goods show visible defects, or if the Customer can demonstrate that a non- conforming good or service has been delivered, the Customer shall be entitled solely to request replacement, repair, or performance in kind where repair or replacement is not possible, or to termination of the agreement, whereby the Customer may only claim compensation, provided that such compensation can be objectively substantiated.

Complaints based on hidden defects must, under penalty of forfeiture, be communicated in writing by the Customer to WÜRTH BELUX NV immediately upon discovery and at the latest within one (1) month after discovery.

If the Customer can demonstrate that the hidden defects were known to WÜRTH BELUX NV, the Customer shall be entitled solely to a refund of the price of the defective goods upon their return to WÜRTH BELUX NV, or to a price reduction, whereby the Customer may only claim compensation, provided that such compensation can be objectively substantiated.

The Customer is required to enable WÜRTH BELUX NV to investigate the complaint and shall therefore provide full cooperation.

Goods originating from third parties that form part of the agreement and are delivered to the Customer by WÜRTH BELUX NV in this context shall be subject to the warranty conditions of such third parties, which may be invoked directly by WÜRTH BELUX NV vis-à-vis the Customer.

Unconditional acceptance of the goods and/or services delivered by WÜRTH BELUX NV shall be evidenced by the use without reservation of the delivered goods and/or the results of the services.

The Customer’s payment obligations are not suspended by the submission of a complaint - even one that is evidently justified - concerning WÜRTH BELUX NV's goods or services.

Article 10. Subscription Order

If the Customer creates an account on WÜRTH BELUX NV’s webshop (https://eshop.wurth.be), the Customer has the opportunity to place an order via its account, the delivery of which will be made automatically by WÜRTH BELUX NV on the regular basis specified by the Customer, until the Customer cancels the order ('subscription order').

Payment of a subscription order will be made on the regular basis indicated by the Customer, in accordance with Article 6 of these General Terms and Conditions.

If multiple goods are ordered in one subscription order, WÜRTH BELUX NV reserves the right to deliver these goods separately. WÜRTH BELUX NV however, will do its utmost to deliver all goods at one time.

With the exception of the day on which the subscription order will be executed by WÜRTH BELUX NV, the Customer is at all times entitled to terminate, modify or deactivate a subscription order, without paying any

compensation or stating reasons. The Customer must inform WÜRTH BELUX NV of this via its account or by registered letter to WÜRTH BELUX NV:

WÜRTH BELUX NV Attn. E-shop Everdongenlaan 29 2300 Turnhout (Belgium)

Article 11. No re-export to the Russian Federation and Belarus

If the agreement with WÜRTH BELUX NV concerns the sale of sensitive goods as listed in Regulation (EU) No. 833/2014 and Regulation (EU) No. 765/2006, the Customer expressly undertakes not to sell these goods, directly or indirectly, to or (re-)export them to the Russian Federation and/or Belarus, nor to use these goods in the Russian Federation and/or Belarus.

The Customer shall make all reasonable efforts to ensure that the purpose of this provision is not undermined by third parties further down the commercial chain, including any resellers, inter alia by establishing and maintaining an appropriate monitoring mechanism.

The Customer also undertakes to immediately inform WÜRTH BELUX NV of any issues in the application of this provision, including relevant activities of third parties that may undermine its purpose. In addition, upon simple request, the Customer shall provide WÜRTH BELUX NV within one week with all information relating to compliance with the obligations under this provision.

Any breach of this provision shall constitute a material breach of the agreement with WÜRTH BELUX NV. In the event of non-compliance with this provision, WÜRTH BELUX NV shall have the right to unilaterally terminate the agreement with the Customer with immediate effect, as well as to claim liquidated damages equal to 20% of the total value of the agreement with the Customer or of the price of the exported goods, whichever amount is higher, without prejudice to its other rights.

Article 12. Data protection

WÜRTH BELUX NV undertakes to treat all personal data it receives from the Customer in accordance with the legal obligations concerning the processing of personal data, including Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

Should the Customer require further information on WÜRTH BELUX NV’s privacy policy, it can contact WÜRTH BELUX NV by email (privacy@wurth.be) or consult WÜRTH BELUX NV’s privacy statement on the website.

Article 13. Force majeure

If the performance of the Agreement cannot take place due to force majeure, the defaulting party shall notify the other party within a period of 10 (ten) days from commencement of the force majeure situation. Force majeure refers to the situation in which the performance of the Agreement by one of the Parties is wholly or partly, whether temporarily or not, prevented by circumstances beyond the control of that Party, even if these circumstances were already foreseeable at the time of the conclusion of the Agreement. Without being exhaustive, the following shall be considered as cases of force majeure: delays or failure to deliver by suppliers of a Party, strikes or lock-outs, fire, riots, war, epidemics, floods, electrical,

IT, Internet or telecommunications failures, decisions or intervention by public authorities and errors and delays attributable to third parties.

In the event that the force majeure situation results in an interruption of performance, the performance period and the obligations of the Party concerned shall be suspended by operation of law for the duration of the interruption. The Parties shall in such case make all reasonable efforts to limit the consequences of the force majeure situation. If the situation of force majeure lasts longer than 30 (thirty) days, each Party is entitled to dissolve the Agreement without judicial intervention, without the other party being obliged to pay any compensation to the former, except for the costs already incurred by WÜRTH BELUX NV prior to the force majeure situation, which shall be borne by the Customer.

Article 14. Retention of title

All goods sold by WÜRTH BELUX NV shall remain WÜRTH BELUX NV’s property until the Customer has fulfilled its payment obligations in full, including interest and any damage clause. As long as the ownership of the goods has not been transferred to the Customer, the latter may not pledge the goods, transfer ownership as security or grant any other right to third parties. Unless expressly stipulated otherwise, the risk of complete or partial loss or destruction of the goods and any consequential damage shall pass to the Customer upon delivery.

Article 15. Liability

Except in the case of fraud or willful negligence on the part of WÜRTH BELUX NV, WÜRTH BELUX NV is never liable for, or obliged to compensate, any immaterial, indirect or consequential damage, including but not limited to loss of profit, loss of turnover, loss of income, loss of customers or claims of third parties, or any other form of damage. In addition, WÜRTH BELUX NV is never liable for damage that does not result from a fault on its part, including but not limited to modifications or repairs made by the Customer or a third party. WÜRTH BELUX NV is also not liable for damage that may arise as a result of errors, printing errors, etc. which could possibly appear in its quotations, letters, catalogues, brochures, etc., in which case the Customer will be entitled to terminate the Agreement with WÜRTH BELUX NV by means of notification thereof within 10 calendar days from notification of the error. Nor can we, unless otherwise agreed in writing, ever be held liable for any unsuitability of our goods for the special purposes for which they were intended by the Customer or its end customer.

WÜRTH BELUX NV’s total (contractual and extra-contractual) liability for direct damage shall at all times be limited to the price paid by the Customer under the relevant Agreement with the Customer.

Except in the case of damage resulting from an impairment of physical or psychological integrity, or damage caused by intentional fault, WÜRTH BELUX NV, its director(s), or its employee(s) may never be held liable in tort for damage arising from the non-performance of a contractual obligation that also constitutes a tortious act.

Article 16. Intellectual property rights

Neither the Agreement nor its performance includes, unless otherwise agreed in writing, any transfer of intellectual rights (such as but not limited to trademarks and copyrights) from WÜRTH BELUX NV to the Customer.

The Customer is not entitled to modify, copy, distribute, pass on, disseminate, reproduce, publish, transfer or sell text and/or images from the publications of WÜRTH BELUX NV, in any form whatsoever, without the written permission of WÜRTH BELUX NV.

Article 17. Severability

Should any provision (or part thereof) of these Terms and Conditions be unenforceable, void, inapplicable or contrary to a mandatory provision of law, this will not affect the validity and enforceability of the other provisions of these Terms and Conditions. In such a case, WÜRTH BELUX NV and the Customer will negotiate in good faith to replace the relevant provision with an enforceable and legally valid provision that corresponds as closely as possible to the purpose and intent of the original provision.

Article 18. Applicable law and competent court

These General Terms and Conditions are governed by Belgian law. In the event of a dispute or non-payment, the Courts of Antwerp, Turnhout division, shall have exclusive jurisdiction.