GENERAL TERMS AND CONDITIONS OF SALE

Würth Belux, a public limited liability company under Belgian law, having its registered office at Everdongenlaan 29, box A, 2300 Turnhout (Belgium), and registered in the Crossroads Bank for Enterprises under company 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 fastening materials, anchors and plugs, Din and standard products, maintenance, adhesive and sealing 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 or legal person 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”).

1. ScopeWithout 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 note 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 amend 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 after the Customer has been notified of the new general terms and conditions. However, the Customer is entitled to terminate the agreement with WÜRTH BELUX NV without paying any compensation for damages, provided that a registered letter is sent to WÜRTH BELUX NV within the stipulated period of 10 (ten) working days after the Customer was notified of the new general terms and conditions.

The application of the WÜRTH BELUX NV general or terms and conditions excludes the application of any other (general or special) terms and conditions of the Customer.

2. AgreementUnless otherwise specified in writing, the quotations WÜRTH BELUX NV makes to Customers are for informational purposes and, as such, they are not binding. Each submitted order is binding on the Customer, but will only become binding on WÜRTH BELUX NV after it has been confirmed in writing.

All quotations by WÜRTH BELUX NV are drawn up on the basis of the Customer's data. Any modification to 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 quotation was signed by both Parties within the stated validity period of the quotation, or (ii) WÜRTH BELUX NV has confirmed an order in writing or (iii) WÜRTH BELUX NV has executed an order. 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 will only be concluded after it has been paid in full.

3. Right of returnThe Customer has the right to change his mind, without stating reasons, within a period of 31 (thirty-one) calendar days after he has taken physical possession of the item, provided that the item has only been unpacked and, if necessary, used to the extent necessary to determine the nature, characteristics and functioning of the item.

However, the Customer may not exercise the right to return goods that are perishable and have a limited shelf life, nor 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 his right of return, he must notify WÜRTH BELUX NV by means of the withdrawal form available at wurth.be/return, indicating the order number and the item the Customer wishes to return.

After the Returns Department’s approval, the Customer has a period of 14 (fourteen) calendar days, counting from the day on which the decision to withdraw was approved by WÜRTH BELUX NV, to return the item in question to WÜRTH BELUX NV. The item must be returned in the original, complete, undamaged and unused state. All accompanying 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 minus the accompanying costs.

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

The Customer is liable for costs for returning the item.

WÜRTH BELUX NV is not liable for damage, theft or loss of the item as a result of returning it.

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 (for the record, excluding the costs for returning the item and, if applicable, it will credit the costs for any damage to the item) in full or in part within a period of 14 (fourteen) calendar days after the item was received or, if earlier, after the Customer has shown that the item was returned. The amount that will be credited depends on when the right of return is exercised, as follows:

• < 14 calendar days after delivery: 100% of the invoice amount of the item in question;
• 15 - 31 calendar days after delivery: 85% of the invoice amount of the item in question.

4. PriceUnless the parties agree in writing to a different payment 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 the WÜRTH BELUX NV catalogues and/or price lists are indicative and can be changed without prior notice. A quotation made by our Account Manager will only become binding after our office in Turnhout has confirmed it in writing.

The price will be established based on the data that WÜRTH BELUX NV has at its disposal. 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 and serving as the basis to establish the price were incorrect or have in the meantime been changed, this will give rise to a price review.

WÜRTH BELUX NV reserves the right to adjust the prices if, between the time of the conclusion of the agreement and the time of its execution, the costs have demonstrably increased due to a change to one or more of the cost-determining factors (including, but not limited to, the energy prices and labour costs) or as a result of measures taken by our own or foreign governments.

The prices exclude VAT and the costs for intervention by third parties, such as, but not limited to, transport costs.

5. InvoicingWÜRTH BELUX NV reserves the right to invoice electronically and the possibility of doing so.

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

Complaints relating to invoices 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 on which the invoice was issued, without such notification implying any acknowledgement of its content on the part of WÜRTH BELUX NV. In there is no such notification, the invoice will be regarded as having been accepted by the Customer without any reservation.

If one invoice has not been paid by its due date, all invoices not yet due will become immediately due and payable by operation of law and without prior notice of default. In such case, WÜRTH BELUX NV additionally reserves the right to suspend the execution of all current agreements, also without prior notice of default or compensation for damages.

Any amount not paid on the due date will also accrue interest at 10% per annum as from the due date of the invoice, by operation of law and without notice of default, provided that the late payment is attributable to the Customer and WÜRTH BELUX NV has fulfilled its obligations laid down by contract and law. Furthermore, any amount not paid on the due date will, by operation of law and without notice of default, be increased by a fixed amount of compensation for damages of 10% of the unpaid amount, including VAT, with a minimum of EUR 125. Payment will first be applied to the interest and fixed amount of compensation for 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 compensation for damages in the event of any payment default.

7. DeliveryUnless otherwise agreed in writing, the delivery times provided by us are always indicative, but never binding. Delay in delivery will only give rise to compensation for damages or the right to terminate the agreement with WÜRTH BELUX NV if this was agreed in writing in advance. Agreed deadlines will in any event be extended pursuant to 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. WÜRTH BELUX NV will determine the mode of transport, shipment, packaging and the like. However, the risk of storage, transport and delivery, for which WÜRTH BELUX NV cannot be held liable, lies with the Customer. If the Parties have agreed a different method of delivery, such different arrangement will apply only to such individual agreement and not to any subsequent agreement between the parties.

The Customer is liable for the transport costs, the amount of which the Customer can consult by way of wurth.be/FAQ (which may change from time to time, however). The Customer will be charged for any additional costs or taxes levied by the authorities.

8. Duration and terminationThe Agreement between WÜRTH BELUX NV and the Customer commences on the date agreed in writing and will end when WÜRTH BELUX NV has delivered all services and/or goods to the Customer and the Customer has made all payments due in full.

WÜRTH BELUX NV has the right to terminate the agreement with the Customer at all times, with immediate effect, without judicial authorisation, without prior notice of default and without payment of any compensation for damages, in the following cases: (i) if the Customer continues be in default of payment, despite written notice of default where a period of 10 (ten) calendar days was duly regarded, (ii) where the Customer suspends payment or (applies for) bankruptcy, (iii) where the Customer’s activities are liquidated or discontinued, or (iv) if there is a change of control over the Customer. In the event of such termination, WÜRTH BELUX NV reserves the right to claim payment for the costs, interest and damage incurred by WÜRTH BELUX NV pursuant thereto and all claims of WÜRTH BELUX NV against the Customer will become immediately due and payable.

9. Guarantee and complaintsWith the exception of sales that take place within the framework of special promotions (such as, for example, but not limited to, outlet sales), WÜRTH BELUX NV guarantees that the goods or services will be in conformity with the specifications as such have been included in the offer or the confirmed order, taking into account the fact that our samples, drawings, dimensions, weights and other data only serve as approximate descriptions of our goods and that the Customer can never invoke any limited deviations of whatever nature therefrom to refuse either delivery or payment, or to claim breach of contract or compensation for damages (unless otherwise stipulated in writing).

The Customer assumes responsibility for checking the delivered goods or services for conformity and visible defects. 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 by registered letter within 10 (ten) calendar days to be admissible. Complaints relating to goods or services that the Customer or a third party has altered after delivery or defects attributable to the Customer or a third party will not be taken into account.

If the delivered goods or services are defective, the Customer can claim replacement or repair only, at WÜRTH BELUX NV's discretion and the Customer will not be entitled to any form of compensation for damages. The Customer is obliged to enable WÜRTH BELUX NV to investigate the complaint and must therefore provide its full cooperation.

The Customer’s payment obligations are not suspended by the submission of a complaint - even if apparently founded - concerning WÜRTH BELUX NV's goods or services.

10. Subscription orderIf the Customer creates an account on the WÜRTH BELUX NV (https://eshop.wurth.be) webshop, he has the option of placing an order by way of his account, which WÜRTH BELUX NV will deliver automatically and on the regular basis that the Customer has indicated, until the Customer cancels the order (“subscription order”).

A subscription order is paid on the regular basis indicated by the Customer, in accordance with Article 6 of these General Terms and Conditions.

Where multiple goods are ordered in one subscription order, WÜRTH BELUX NV reserves the right to deliver such goods separately. WÜRTH BELUX NV will do its utmost to deliver all goods simultaneously, however.

With the exception of the day on which WÜRTH BELUX NV will execute the subscription order, the Customer is at all times entitled to terminate, modify or deactivate a subscription order, without paying any compensation for damages or giving any reasons. The Customer must notify WÜRTH BELUX NV of this by way of its account or by registered letter addressed to WÜRTH BELUX NV:

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

11. Data protectionWÜRTH BELUX NV undertakes to treat all personal data it receives from the Customer in accordance with the legal obligations relating to 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.

As data controller, WÜRTH BELUX NV processes the Customer’s personal data primarily for the purpose of fulfilling its contractual obligations towards the Customer and complying with requirements laid down by law and regulations, as well as continuing to improve the quality of WÜRTH BELUX NV’s goods and services. In certain cases, WÜRTH BELUX NV communicates the Customer’s personal data to third parties in the performance of the listed purposes.

The Customer may at any time request WÜRTH BELUX NV to ascertain which data the latter processes, to have them corrected, erased or transferred, or (in certain cases) to object to the processing or to restrict it. The Customer also has the right to submit a complaint to the supervisory authority.

If the Customer wishes more information regarding the privacy policy of WÜRTH BELUX NV, he or she can contact WÜRTH BELUX NV by email (privacy@wurth.be) or consult the WÜRTH BELUX NV privacy statement on the website.

12. Force majeureIf the agreement cannot be executed due to force majeure, the defaulting party will notify the other party within a period of 10 (ten) days from commencement of the force majeure situation. Force majeure is understood to mean a situation in which one Party’s execution of the agreement is, temporarily or not temporarily, wholly or partly prevented by circumstances beyond the control of that Party, even if such circumstances were already foreseeable at the time at which the agreement was concluded. Without being exhaustive, the following will be considered as cases of force majeure: delays or failure to deliver by a Party’s suppliers, 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.

If the force majeure situation results in an interruption in the performance, the performance period and the obligations of the Party concerned will be suspended by operation of law for the duration of the interruption. In such cases, the Parties will 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 terminate the agreement without judicial intervention, without the other party being obliged to make any payment to the former, except for the costs already incurred by WÜRTH BELUX NV prior to the force majeure situation, for which the Customer will be liable.

13. Retention of titleAll goods sold by WÜRTH BELUX NV will 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 will pass to the Customer upon delivery.

14. LiabilityExcept in the case of fraud or wilful 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. Likewise, unless otherwise agreed in writing, we can never 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 is at all times limited to the price paid by the Customer under the relevant agreement with the Customer.

15. Intellectual property rights Unless otherwise agreed in writing, neither the agreement nor the execution thereof includes 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.

16. SeverabilityShould any provision (or part thereof) of these general 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 general 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 purport of the original provision.

17. 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, will have exclusive jurisdiction.