Contract Terms

1. Definitions and terms

1.1. Unless expressly provided otherwise, the terms below, which are otherwise capitalised in these general contract terms, or in other documents between the parties, are to be understood as follows:

"Article" means a numbered section or article of these General Contract Terms, or of any other document or set of terms and conditions in the relationship between Euro Soap and the Customer, specifically named where appropriate;

"Euro Soap" means NV Euro Soap, whose registered office is located at Sprietestraat 166 in 8792 Desselgem (Waregem), and which is registered with the Crossroads Bank for Enterprises under number 0417.611.526;

"GDPR" means General Data Protection Regulations, or the General Data Protection Regulation of 27 April 2016, as amended, updated and/or supplemented from time to time;

"GDPR terms and policies" means the terms and policies thereon that apply when having information processed at Euro Soap, and are the subject of separate document;

"Customer" means any natural or legal person who purchases goods or services from Euro Soap, referred to in the plural as "Customers";

"Agreement " means any collaboration between Euro Soap and a Customer, established through, for example, acceptance of an offer or quotation, an order confirmation or an actual written Agreement ;

"Party" means any person involved in a buying and selling relationship with Euro Soap, collectively referred to as "Parties";

"Products" means any goods or services offered, marketed and sold by Euro Soap, which Customers purchase or (purchase) from it;

"Terms and Conditions" means these general contract terms and conditions of Euro Soap. Any additional and/or special conditions are referred to as "Special Conditions", the conditions only relating to the financial side of things as "Invoice Conditions".

1.2.

The titles and headings used in these general contract terms and conditions are only intended to facilitate their reading, and the (cross) reference to the provisions, without having any meaning as such, or playing any role in the interpretation of the in holding of the Articles thereunder.

1.3.

Unless expressly provided otherwise, any reference to any law, or any statutory or regulatory provision shall be deemed also to be a reference to any law, statutory or regulatory provision which amends, adapts, extends, consolidates or replaces such law or provision, as well as any implementing regulation.

2. Contractual relations Parties

2.1. The contractual relationship between Euro Soap and its Customers consists of an actual Agreement in the form of a (written) contract, an offer or quotation signed for agreement and/or confirmed via an order confirmation, or any other writing, supplemented by, inter alia, these general contract terms and conditions, any special terms and conditions, invoice terms and conditions and the GDPR policy.

2.2. Unless otherwise agreed in writing, any offer or quotation by, and any Agreement with, Euro Soap shall be governed by these general contractual terms and conditions, which shall form an integral part thereof and which shall take precedence, ipso jure, over any terms and conditions of purchase of the Customer. Acceptance of the offer or quotation creates a contract between the parties and consequently binds the parties on these terms and conditions as well.

2.3. These general contract terms and conditions apply unchanged and without prejudice to any delivery of goods or performance. A deviation or modification can only be objected to by Euro Soap if it has expressly expressed its agreement to it in writing.

2.4. If any provision of these general contract terms and conditions is null and void or destroyed, the remaining provisions of the general terms and conditions shall remain in full force and effect. Euro Soap and the customer shall in that case replace the void provision in consultation with a provision that corresponds as much as possible to the purpose and meaning of the void or voided provisions.

2.5. If any provision of these general contract terms would conflict with a provision in special or invoice terms, or specific provisions in an actual Contract, the latter shall prevail.

2.6. These Euro Soap general contract terms and conditions replace all contract terms and conditions that may have been previously exchanged or used.

3. Correspondence and deadlines

3.1. All correspondence in which the customer invokes one or more contractual provisions of these general terms and conditions, or requests the performance of one or more provisions, shall be for Euro Soap validly addressed only to its registered office. If the customer sends such correspondence by ordinary or registered mail to Euro Soap it shall in each case address a copy by e-mail to the following e-mail address: [email protected]

3.2. Correspondence by ordinary or registered mail shall be deemed to have been received the third working day after it was sent. Correspondence by e-mail or fax sent by Euro Soap received before 16:30, shall be deemed to be received at the time of receipt stated on that dispatch for the purposes of the performance of the commitments under the parties. Correspondence by e-mail or fax received after 4.30 pm, or on a Saturday, Sunday or legal holiday, shall be deemed to be received on the next business day for the performance of the parties' obligations.

3.3.

Otherwise, instalments shall be counted from midnight to midnight. Unless otherwise provided, instalments shall be calculated in calendar days. They shall commence on the day following the day on which the event causing the period to start occurred. The due date is included in the instalment.

3.4. If in performance of the contract between the customer and Euro Soap a particular commitment is to be performed on a Saturday, Sunday or legal holiday under Belgian law, then this commitment shall be deemed to be timely performed on the next working day.

4. Quotations and price calculations

4.1. Unless expressly agreed otherwise in writing, all price calculations, quotations and other offers of the Euro Soap only have an indicative character and are not binding. Unless expressly stated otherwise, an offer is valid for 7 days

4.2. The Customer is responsible for the accuracy and completeness of the information provided by or on its behalf to Euro Soap data provided, on the basis of which the price calculation or quotation is made. The Customer shall also ensure that any specific requirements to be met by a delivery (relating to the Products themselves, or relating to the delivery) are correctly, accurately and fully described.

4.3. Quotations relating not only to the delivery of goods, but also to the performance of certain work or services by Euro Soap, are always made on a cost-plus basis, unless it is expressly agreed in writing between the parties that one or more of such work will be performed at a fixed price.

4.4. For works carried out on a direction basis, the working hours are counted from departure from Euro Soap to return to Euro Soap, less any rest and meal times, which will be kept by the employees concerned. Unless expressly stated otherwise, transport costs are not included.

5. Price and payment terms

5.1. All prices stated or communicated are exclusive of VAT and any other taxes or duties. Unless otherwise agreed, all prices are always in euros and the Customer must make all payments in euros.

5.2. If the Customer consists of, or is a collaboration of several natural persons and/or legal entities (affiliated companies; temporary trading companies, edm.), all are jointly and severally liable for payment of the amounts due.

5.3. Amounts due shall be paid by the Customer according to the payment terms agreed or specified in the invoice terms. In the absence of a specific arrangement Euro Soap according to its insights and, if necessary, periodically charge the fees due to it.

5.4. All this in connection with payment and payment commitments is further regulated in Section D of these general contract terms and conditions, specifically Articles 11,12, 13 and 14.

6. Delivery of products

6.1. Unless expressly provided or agreed otherwise in writing, goods are always delivered "Ex Works" (EXW) to the address specified by the Customer. They are transported at the Customer's expense, and at his risk and peril, even if it might have been agreed that Euro Soap would be responsible for the transport.

6.2. The risk of loss, damage or theft of Products, or any accompanying and enclosed documents or papers, shall pass to the Customer at the time they are delivered to the agreed address and thus placed in the Customer's actual disposal. Insofar as these items are still in the actual power of disposal of Euro Soap or auxiliary persons of Euro Soap are, the Euro Soap shall bear the risk of loss, damage or theft.

6.3. Unless other arrangements would have been made in this regard, the Customer is also solely responsible for the further use of the Products, for any installation and/or (further) operations or processing, for any resale and distribution, and requirements applicable in this regard.

7. Terms of delivery

7.1. All by Euro Soap communicated or agreed (delivery) dates are determined on the basis of the data known to it at the time of entering into the Contract. Unless expressly agreed otherwise in writing, delivery dates communicated or agreed by Euro Soap communicated or agreed between the parties, interim or final (delivery) dates are purely indicative and shall always apply as target dates. In any case Euro Soap always make every effort to comply with the interim or latest (delivery) dates as much as possible .

7.2. Euro Soap is not bound by interim or final (delivery) dates which can no longer be met due to causes beyond its control and/or which have occurred after the Agreement was entered into. Nor is Euro Soap Euro Soap bound by interim or final delivery dates in the event of delays due to the Customer or third parties on the direct instructions of the Customer, or due to changes or additions requested, or as a result of a change in the planning of the execution of a project and/or of the contract between the parties.

7.3. If the exceeding of any term is imminent, the Euro Soap and the Customer in a timely manner to discuss the consequences of the exceeding for the further planning and to limit the negative consequences as much as possible. The Party suspecting or expecting a threat shall contact the other about this without delay.

7.4. The mere overshoot of by Euro Soap communicated or agreed between the Parties, does not in itself constitute non-performance. In all cases -i.e. also if the Parties have expressly agreed in writing that the communicated or agreed interim or latest delivery dates are binding- there shall only be a question of default on the part of Euro Soap for the first time. Euro Soap as a result of interim or latest delivery dates being exceeded, after the Customer has given Euro Soap express written notice of default. This notice of default must be clear and concrete, and must contain as complete and detailed a description as possible of the default, as well as the possible consequences, in order to Euro Soap allow Euro Soap to take all appropriate and necessary measures.

8. Prevention of delivery

8.1. If the Customer does not make useful or necessary data, documents, etc. for the execution of the Agreement available to Euro Soap, or if the Side in any other way fails to fulfil its own obligations or fails to do so in time, or is in default with regard to previous Agreements (e.g. the payment thereof), Euro Soap shall have the right to dissolve the Agreement. Euro Soap has the right to suspend performance in whole or in part.

8.2. If, despite notice of default, and taking all circumstances into account, the Customer continues to be in default for a reasonable period of grace, Euro Soap shall be entitled to pursue dissolution of the Agreement at the Customer's expense in application of Article 21. The same applies if the Customer refuses the delivery without justifiable reason, or the delivery cannot proceed at the agreed time, at the agreed place due to its own fault, and a new offer, in that case at the Customer's expense, cannot proceed either.

8.3. If partial delivery or execution has already taken place when the Customer refuses or renders impossible any further delivery or execution, Euro Soap may, subject to a final notice of default to the Customer, opt for invoicing the executed part of the delivery or the work, and for the dissolution by operation of law of the Agreement at the expense of the Customer for the part not (yet) delivered or not executed.

8.4. Likewise, Euro Soap has the right, if the occasion arises, to charge the Customer for costs already incurred and/or additional costs incurred (e.g. for a two-offer), without prejudice to other possibilities to safeguard its rights, and or to recover damages or loss.

9. Changes

9.1. If Euro Soap has, at the request or with the prior agreement of the Customer, delivered Products outside the subject matter of an/the Agreement, or if modifications or additions are requested (and accepted) between the date of order and the date of delivery, then these modifications or additions shall be additionally reimbursed. In the absence of a specific agreement on the compensation of modifications and/or additions, these will be charged at the usual prices and rates of Euro Soap.

9.2. Insofar as a fixed price has been agreed between the parties, this fixed price relates exclusively to the initial object of the Agreement. There too, unless expressly stipulated or agreed otherwise, supplements or amendments, edm. shall always be charged additionally to the Customer. In the absence of an Agreement, these interventions will be delivered according to the usual prices and rates of Euro Soap.

9.3. The Customer also accepts that changes and/or additions to an Agreement may affect the agreed or proposed interim or final (delivery) dates. If necessary, the relevant deadlines shall be extended by mutual agreement, or a reasonable delay must be accepted by the Customer.

9.4. The fact that one or more undertakings of Euro Soap as a result of changes or additions ordered by the Customer have not been met, have not been met in time or have not been met in full, can never constitute a ground for compensation or for dissolution of the contract for the Customer.

10. Commissioning and acceptance

10.1. The Customer is obliged to check the good condition of the Products and the number of pieces delivered before taking delivery of the Products. Any shortages or visible defects will be immediately communicated to the carrier. The Customer shall also communicate any remarks to Euro Soap itself, on pain of inadmissibility, in writing and by registered mail (with copy by e-mail and at the latest within 8 calendar days after delivery .
10.2. A shortcoming, defect or fault shall only be proven if the Customer can accurately describe the shortcoming, defect or fault and if it is reproducible. Consequently, the Customer is obliged to describe each alleged defect or fault separately and sufficiently specifically in his reporting, so that Euro Soap can immediately assess whether the remarks are justified or not, and whether they (can) be its responsibility.

10.3. The Products delivered shall be deemed irrevocably, fully and definitively accepted (i) when the Customer expressly accepts them, if necessary with the corrections, without comments; (ii) when the Customer has comments but decides to put the Products into use anyway; and (iii) when the aforementioned inspection period expires without the Customer having communicated to Euro Soap comments or complaints.

10.4. Acceptance constitutes an irrevocable, full and final discharge for Euro Soap for the fulfilment of its obligations regarding the delivered Products, at least regarding the delivered part thereof. This discharge also implies a lapse of the Customer's right to refuse the delivered and accepted works or a phase or part thereof, Euro Soap Euro Soap in this respect in court. However, this discharge does not affect the rights of the Customer on the basis of the following provisions regarding guarantee or warranty(s).

10.5. If the Products are delivered in stages, each stage shall be accepted separately through the aforementioned procedure. In the event of any non-acceptance of a particular stage and/or part, this shall not affect any acceptance(s) of an earlier stage and/or another part.

11. Customer's payment obligation(s)

11.1. The obligation to deliver by Euro Soap is offset by the obligation to pay on behalf of the Customer.

11.2. Payment shall be made in accordance with the arrangements set out in the Contract. In the absence of specific agreements, the Products shall be invoiced at the time of delivery, if necessary partially if the delivery itself is also not made all at once, but in a first stage only partially.

11.3. All invoices are payable at the registered office of Euro Soap. Unless otherwise agreed in writing, payment shall be made within 30 days of the invoice date, and in euro. Unless expressly agreed otherwise in writing, no discount applies for cash payment. All costs of payment shall be borne by the Customer.

11.4. All complaints or comments regarding an invoice must be made within 8 calendar days of the invoice date by registered and reasoned letter, under penalty of cancellation.

12. Mistrust or failure to pay

12.1. If Euro Soap's confidence in the Customer's creditworthiness is shaken by acts of judicial execution against the Customer and/or demonstrable events, which damage confidence in the proper execution of the commitments made by the Customer, Euro Soap reserves the right to suspend the entire order or the remaining part thereof and to demand from the Customer either payment in advance or suitable guarantees. If the Customer refuses to do so, Euro Soap reserves the right to cancel all or the remaining part of the order, and, if necessary, to claim compensation for the damage suffered and the lost profit.

12.2. If the Customer is a company and does not pay the amounts due or does not pay them on time, the Customer shall, without any notice of default being required, owe default interest on the outstanding balance at an interest rate of 12% per annum. In addition, the Customer shall owe a fixed penalty on the entire outstanding amount in the amount of 5% (with a minimum of €150), without prejudice to the right of Euro Soap to claim a higher compensation for the damage it proves.

12.3. If the Customer is a consumer, and does not pay the amounts due or does not pay them on time, a first notice of default will be sent which takes the form of a first free reminder in accordance with Articles XIX.2 and XIX.3 of the Economic Code. After the expiry of a period of at least 14 calendar days starting on the third (working) day after the reminder was sent to the consumer or -if the reminder is sent electronically- starting on the calendar day following the day on which the reminder was sent to the consumer, a default interest of 12% per annum will be due on the outstanding balance, and the debt balance will be increased by a € 20,00 damage clause if the balance due is less than or equal to € 150,00; €30.00 plus 10% of the amount due on the tranche between €150.01 and €500.00 if the balance due is between €150.01 and €500.00; and €65.00 plus 5% of the amount due on the tranche above €500.01 with a maximum of €2.000.00 if the balance due exceeds €500.00.

12.4. Partial payments are always accepted with all reservations and without adverse acknowledgement. They will be charged in priority to any legal costs incurred, then to accrued interest, then to the compensation clause, and finally to the principal sum, the oldest amounts first. The non-payment on the due date of a single invoice makes the due balance of all other invoices, even those not due, immediately payable by operation of law.

12.5. The possibility for the Customer to suspend its payment obligations (non-performance exception or exceptio non adimpleti contractus) is explicitly excluded, as well as the possibility for the Customer to proceed to compensation of mutually due amounts.

13. Price adjustments

13.1. If an Agreement is entered into for successive deliveries or performances, or generally for a longer term, then Euro Soap adjust the applicable prices and rates annually, taking into account indexing, increased material and personnel costs, etc. If necessary, Euro Soap shall notify the customer of this in writing, observing a period of at least 14 days. The application of a price revision is always done at the discretion of and exclusively by Euro Soapwho cannot be obliged to do so. The customer has no right of initiative in this respect.

13.2. Without prejudice to Clause 13.3, Euro Soap has the right, if the delivery of the goods or performance does not take place at the time of the conclusion of the contract, or if the delivery is subject to a periodic payment obligation, to change the indicated price if one or more of the constituent cost price elements change and, in comparison with the agreed price or rate, together entail an increase in the cost price of at least 5% (e.g. in case of a price increase by a manufacturer or supplier, increases in the prices of basic products or raw materials, increases in labour wages pursuant to statutory provisions or national or sectoral collective agreements, changes in currency, etc.). In such cases, Euro Soap has the right to pass on this cost price increase to the customer on simple notice.

13.3. A deviation from the agreed prices is furthermore possible in e.g. the following cases (non-exhaustively enumerated): (1) in case certain factual data communicated by the Customer appear not to correspond to reality, (2) in case of material errors, arithmetical errors or falsifications in the price calculation of Euro Soap, and (3) in case of additions or changes to the initial order.

14. Retention of title

14.1. All goods delivered to the Customer remain the property of Euro Soap until all amounts paid by the Customer under the contract to Euro Soap due to Euro Soap under the contract have been settled in full. This right of Euro Soap shall also apply if the payment made by Euro Soap delivered have already been (further) processed or integrated or processed with other items, whether or not belonging to the customer.

14.2. Use and other rights, if any, are granted or transferred to the Customer on the condition precedent that the Customer shall pay all outstanding amounts to Euro Soap has paid all amounts due to Euro Soap in full. If the parties have agreed a periodic payment obligation of the Customer for the granting of a right of use, the right of use shall accrue to the Customer as long as he fulfils his periodic payment obligation.

14.3. If necessary Euro Soap retain any goods received or generated under the Agreement, notwithstanding any existing obligation to surrender or transfer them, until such time as the Customer has paid to Euro Soap all of the Euro Soap outstanding amounts still outstanding.
14.4. If the Customer acts as a reseller, it shall sell all items subject to the retention of title of Euro Soap may only be sold and resold to the extent customary in the context of its normal business activity, and with the express consent of Euro Soap.

14.5. The property law consequences of the retention of title of an item destined for export shall be governed by Belgian law, unless the law of the State of destination would contain more favourable provisions for Euro Soap.

14.6. In case of incomplete or late payment, or refusal to pay by the Customer, the Euro Soap the right to suspend all or part of its obligations towards the Customer, in particular but not limited to its delivery obligations, until the Customer has fulfilled its payment obligations in full. This right to suspend also applies to obligations concerning Products that have already been paid for, when the Customer, with regard to Euro Soap however, owes Euro Soap other outstanding and already due amounts.

14.7. The possibility for the Customer to suspend its payment obligations in application of the plea of non-performance (exceptio non adempleti contractus) is explicitly excluded, as well as the possibility for the Customer to proceed to compensation of mutually due amounts.

15. Intellectual property rights

15.1. All intellectual property rights to the information provided by Euro Soap delivered and possibly self-developed Products, and any preparatory material, or other materials such as illustrations, documentation, quotations, etc. belong exclusively to Euro Soap.

16. Transfer and/or rights of use

16.1. Insofar as any such intellectual property right is only obtained by means of deposit, registration or patent, only Euro Soap, or the actual trademark holders and suppliers to Euro Soap, shall be able to establish and retain them.

16.2. Invoicing and payment by the Customer shall only be considered payment for material services and costs, and can under no circumstances be considered payment for the transfer of certain intellectual property rights. The transfer of such rights can only be effected through the conclusion of an additional written Agreement specifically and expressly providing for an assignment.

16.3. The Customer only acquires the rights of use expressly granted to it in the general contract terms. A right of use granted to the Customer is limited to the agreed terms and is non-exclusive, non-transferable to third parties. The rights of use granted shall apply exclusively for personal use by the Customer himself. Unless expressly agreed, the Customer is not allowed to process or commercialise the goods and services himself.

16.4. The Customer is not allowed to remove or change any indication of trade names or any other intellectual property right from the Products without the prior and written consent of Euro Soap.

17. Guarantee(s) or warranties

17.1. Euro Soap warrants that the Products delivered are good for the purposes for which they were developed and are 'advertised, and for which they are customarily intended, according to the rules of good craftsmanship and in function also according to the known relevant factors (see the duty of cooperation and information).

17.2. Euro Soap gives no warranties for purposes other than the normal and intended use of the Products. Consequently, Euro Soap is not responsible for any direct or indirect damage, or malfunction resulting from any use of the Products other than that for which they are intended, or in general, any use contrary to a use that one would expect from a normally prudent person.

17.3. In any event, the guarantee period is limited to mention on packaging. For technical defects or faults attributable to it and reported to it within this period and in accordance with the aforementioned procedure(s), Euro Soap shall Euro Soap make every effort to follow this up within a reasonable period, and thus pursue a solution for the Customer.

17.4. Euro Soap however, bears no responsibility if there is improper use by the Customer, or in case of any other use not attributable to Euro Soap attributable causes , or if the shortcomings are the result of injudicious or careless use, or (other) shortcomings on the part of the Customer or other parties involved.

17.5. Any guarantee obligation shall lapse irrevocably and definitively after the expiry of the aforementioned period, and in these cases where the Customer makes changes to the goods or has them made by a third party (including sawing off or commencing follow-up work), and for this purpose receives from Euro Soap had not received prior, express and written consent from Euro Soap .

18. Defects and complaints procedure

18.1. Upon delivery, the Customer must immediately check whether the Products delivered show visible defects or damage and are in accordance with what was ordered. Quantities must also be checked immediately on delivery.

18.2. In accordance with Article 10.1, any visible defects or shortages must be reported to the carrier immediately upon delivery, and subsequently to Euro Soap itself, on pain of inadmissibility by registered letter with copy by e-mail, no later than 8 calendar days after delivery.

18.3. At the discretion of Euro Soap, the legitimately rejected Products may either be replaced or credited. The replacement and/or credit shall never give rise to any compensation.

18.4. Complaints for hidden defects must be reported to Euro Soap, under penalty of inadmissibility, within 8 calendar days of their discovery and at the latest 15 days after delivery, also by registered letter with copy by e-mail.

18.5. In any case, no more complaints can be accepted if the delivered Products have already been used and/or possibly (further) treated and/or processed, or resold to third parties.

18.6. In any case, a complaint cannot relieve the Customer from the obligation to pay the amount of the invoices at the dates set by the Agreement and according to the stipulated conditions.

18.7. A complaint, even if founded, also does not authorise the Customer to refuse performance of the Contract for Products that are not the subject of the complaint.

19. Scope of provisions

19.1. For the purposes of this Section F, each contract concluded between the parties shall always be terminated or dissolved separately. The termination or dissolution of one contract concluded between the parties shall never automatically entail the termination or dissolution of (any) other contract(s) concluded between the parties.

20. End of the Agreement

20.1. Subject to any duration contracts with successive performance, or additions requested to an existing Agreement, the Agreement between the Parties shall terminate by operation of law at the time of delivery by Euro Soap.

21. Termination of the Agreement

21.1. Except when expressly agreed otherwise or in the case of, for example, Contracts of indefinite duration and/or with successive performance, a Contract cannot be terminated or cancelled except in the cases expressly provided for in the Contract, the special or these general contractual terms and conditions.

21.2. In the case of Agreements of indefinite duration and/or with successive performance, in which no other arrangements have been made specifically regarding termination by notice, the Agreement may be terminated by either Party, on pain of inadmissibility, by registered letter with a copy by e-mail, and subject to observance of a notice period of XX months for each year that the Agreement runs.

21.3. If the aforementioned provisions are not respected, the Party that nevertheless prematurely terminates the Agreement shall be liable to compensate the other Party for all damage effectively suffered and everything that the Party concerned might have gained from the continuation of the Agreement.

21.4. The compensation referred to in Article 21.3 shall be assessed at a flat rate of 25% of the agreed compensation for the remaining part of the Agreement on the part of Euro Soap, if applicable, subject to a higher compensation for the actual higher damage, suffered loss and/or lost profit, which it proves.

21.5. The foregoing provisions relating to termination by notice shall not affect the possibility of immediate termination, without notice or any compensation being due, when exceptional circumstances make any professional cooperation permanently impossible, or when the other party is in serious breach of its obligations Client (e.g. persistent non-payment, inadequate provision of information or cooperation, prolonged delay, etc.).

21.6. In the case of Article 21.5, the Party that has to invoke this to terminate the Agreement at the expense of the other Party shall, however, be entitled to compensation for all damage it incurs as a result, being the actual costs (already) incurred, the losses suffered and the lost profits.

21.7. On the part of Euro Soap, the compensation of Clause 21.6 is again estimated at a flat rate of 25% of the agreed compensation for the remaining part of the Agreement, subject to a higher compensation for the effective higher damage, suffered loss and/or lost profit, which it proves.

21.8. In each of the situations object of the Articles 21.1 et seq. of the general contract terms, the termination or cancellation shall be made by registered letter with a copy by e-mail.

22. Dissolution of the Agreement

22.1. In accordance with Article 5.90 N.B.W., each Party may apply in court for the dissolution of the Contract at the expense of the other Party, if the latter has imputably and gravely failed to comply with one or more essential obligations, such as, for example, the delivery or payment obligations, or a third party to be engaged by the Customer, are considered essential obligations. Extrajudicial dissolution in application of Article 5.93 N.B.W. is possible after a final notice of default and provided that the prior intervention of a court has become useless or without object.

22.2. Regardless of the method of dissolution, judicial or extrajudicial, the consequences of the dissolution between the parties can only have effect for the future, and the obligations already performed or due on the part of the parties remain in full force and effect (dissolution ex nunc). Consequently, if Euro Soap delivered certain Products to the Customer at the time of the dissolution Agreement, the related payment obligations will not be able to be the subject of the dissolution and will therefore still have to be compensated. Amounts that Euro Soap has invoiced before the dissolution in connection with Products already executed and delivered shall remain due in full and shall become immediately due and payable pursuant to the dissolution.

22.3. Either party may in any case terminate the contract in writing with immediate effect without prior notice if the other party is declared bankrupt, is dissolved and put into liquidation, or has become manifestly insolvent. Euro Soap can, as a result of such termination, never be held to any restitution or payment of monies already received or to compensation for damages.

23. Force majeure as ground for exoneration

23.1. Neither Party shall be obliged to fulfil any obligation, including any warranty obligations agreed between the Parties, if that Party is prevented from doing so due to force majeure, in particular but not limited to:

a. natural disasters and weather delays;

b. epidemics and pandemics;

c. force majeure on the part of a supplier of Euro Soap

d. failure to properly fulfil obligations by suppliers on which Euro Soap pursuant to the customer's express request;

e. defectiveness of goods, equipment, software or materials of third parties on which Euro Soap pursuant to an express request of the customer;

f. government measures;

g. electricity failure;

h. war and serious political unrest;

i. work stoppage and strike;

j. general transport problems;

k. the unavailability of one or more specific staff members.

23.2. In general, force majeure is any unforeseeable, insurmountable and unavoidable circumstance, independent of the will of the party or parties involved, which results in the inability to perform and, therefore, the impossibility of performing the contract.

23.3. If a force majeure situation lasts longer than 20 days, each party has the right to terminate the contract in writing. Performances performed by Euro Soap were already delivered to the Customer shall be invoiced and due proportionally. Otherwise, the parties will no longer owe each other anything.

24. Liability Euro Soap

24.1. The total liability of Euro Soap on account of an attributable contractual or extra-contractual failure, expressly including any failure in the fulfilment of an agreed guarantee or warranty obligation, shall be limited to the compensation of the direct loss up to a maximum amount of the price (excl. VAT) effectively invoiced for that Contract. If the Contract is a long-term contract with a term of more than one year, the price stipulated for the Contract shall be determined at the total of the fees (excluding VAT) stipulated for one year, with a maximum of € 1,000.

24.2. The liability of Euro Soap for indirect damage, in particular but not limited to consequential damage, loss of profit, financial or commercial losses, additional costs or an increase in costs, or missed savings, damage resulting from claims by staff or customers of the Customer, damage related to the use of the Products, edm., is expressly excluded...

24.3. The aforementioned exclusions and limitations of liability do not apply if and insofar as the damage results from an intentional act of Euro Soap. In that case, however, Euro Soap remains fully responsible and liable.

24.4. The exclusions and limitations of liability of Euro Soap as contained in artt. 24.1 t.e.m. 24.2 are without prejudice to all other exclusions and limitations of liability under the General Terms and Conditions.

24.5. Unless performance by Euro Soap is permanently impossible, the customer may only accept the liability of Euro Soap invoke after they have Euro Soap given notice of default by registered letter or bailiff's writ within a reasonable period after the occurrence of the damage. This reasonable period can never exceed 2 months after the occurrence of the damage. In this notice of default, the customer must indicate in a reasoned and detailed manner to Euro Soap the geviseerd damage and its cause, and to Euro Soap a final grace period to, if possible, repair the damage in kind. In the absence of the aforementioned notice of default or grace period, the customer loses his right to any compensation. Any claim for damages against Euro Soap lapses by the mere lapse of 6 months after the damage occurred.

25. Applicable law, jurisdiction and competence

25.1. The Agreement(s) between Euro Soap and the customer are governed exclusively by Belgian law. The application of the U.N. Vienna Convention of 11 April 1980 on international sales contracts and concerning movable property is expressly excluded.

25.2. Likewise in the case of an application for the granting of a provisional or protective measure, whether or not in summary proceedings, Article 25.1 applies even if this general rule could be derogated from under the statutory provisions on international jurisdiction.
25.3. The Belgian courts have exclusive jurisdiction to hear any dispute between the Customer and Euro Soap relating to the creation, interpretation, performance and termination of the contract between the parties. The corporate courts of the judicial district of Ghent, Kortrijk division, if applicable the court of first instance West-Vlaanderen, Kortrijk division have exclusive jurisdiction, without prejudice to Article 25.4. This system of jurisdiction also applies in the event of an application for the granting of a provisional or protective measure, whether or not in summary proceedings.

25.4. Notwithstanding Article 25.3, claims with the sole object of collecting invoice amounts already due and payable may, at the discretion of Euro Soap be brought (i) before the aforementioned courts of Article 25.3, (ii) before the courts of the Customer's registered office or (iii) before the courts competent to take cognisance of the dispute Agreement ig Article 624 Ger. W.. For all other claims between the parties involved, Article 25.3 shall continue to apply.

25.5. Any mediation or court proceedings conducted between the parties shall always be conducted in Dutch. If conducting proceedings in Dutch would not be permitted by law, the proceedings will be conducted in the following languages (in order of preference): English, French or the legally determined language.