1. In placing any order or accepting, even tacitly, any invoice from Estel S.A., the contractor accepts these conditions, which are prevailing over any terms or conditions of the contractor and over the established course of dealings between the parties. Any variation is expressly agreed to in writing by Estel S.A..

  2. Unless stated otherwise in the offer, firm quotations are valid for thirty days. All prices are exclusive of VAT which will additionally be charged at the appropriate tax rate. Estel S.A. will be bound by the offer, as from the receipt of the contractor’s duly signed order. In absence of firm quotations, the goods will be invoiced at the price ruling at the dispatch date.

  3. By his order, the contractor will provide Estel S.A. with all necessary details on specification, design and quantities of the required goods. Any modification of the first order should make the subject of a second duly signed order. Estel S.A. is entitled to adapt prices and estimated delivery dates, in respect of any change of the information supplied by the contractor or, in respect of any delay caused by the contractor, e.g. by not providing the adequate instructions.

  4. The goods will be delivered at the contractor’s point of reception and they will be packed following Estel S.A.’S normal specification in non-returnable packaging. Estel S.A. shall be entitled to deliver goods in one or more consignments and to invoice each consignment separately.

    Contractors outside the territory of the  will obtain, at their own expense and responsibility, any required import licence, while Estel S.A. will, in that case, obtain any required export licence. Delivery dates quoted by Estel S.A. are best estimates. Delay in delivery shall not entitle the contractor to damages or to cancel his order or part of it.

  5. Carriage arranged by the contractor will be at his expense and risk, while carriage arranged by Estel S.A. is to be at his risks until delivery to the contractor.

  6. Estel S.A. warrants that the goods will be of industrial quality within the normal limits and further that they will conform to the specifications agreed to in writing by Estel S.A.. The contractor accepts, explicitly, changes without notice, if imposed by technical developments or effected by the suppliers of Estel S.A..

    Estel warrants, at its discretion, to refund the price or to repair or replace free of charge, the goods proven to be defective within the Warranty period, mentionned in the firm quotations, owing to faulty materials or workmanship, provided that (i) the goods have not been modified or repaired other than by Estel S.A. and (ii) have been operated, stored and maintained in accordance with the Estel S.A.’S recommendations. The repairing or the replacing of the goods shall not prolong the original Warranty period. The goods which will be returned to the premises of Estel S.A., at the expense of the contractor, will be inspected. If they are found not to be defective or if the Warranty period was expired on the moment of dispatching from the contractor, an inspection charge of 15 % of the invoice price and the costs to return the delivery to the contractor will be invoiced.

  7. Estel S.A.’S liability is limited to the total price of the goods and the contractor agrees that this shall constitute its exclusive remedy, safe, personal injury or death arising from its negligence.

  8. Estel S.A. declines all responsibility in case of faulty execution of the contract due to force majeure.

  9. Estel  S.A. declines all responsibility if the performance of the contractor’s order is found to infringe any industrial or intellectual property right. All documents, drawings and specifications supplied by Estel  S.A. are protected by its copyright and may not be reproduced or brought into circulation without the written consent of Estel S.A..

  10. All payments will be due thirty days from the date of invoice, except if another method of payment has been stipulated (e.g. cash at the order, cash on delivery terms). In case of export beyond the , all payments shall be made by transfer to Estel S.A.’S  bank account. In lack of payment on the due date, an interest of 1 % by month and an indemnity of 10% will be charged on the amount due, without formal demand. The interest will be calculated on a daily basis.

  11. The goods remain the property of Estel S.A. until the price of the goods has been paid in full. The contractor shall store the goods carefully and ensure that they are clearly identified as belonging to Estel  S.A.. The contractor shall only be entitled to resale or use the goods if this is part of the ordinary course of his business and if allproceeds following those operations are kept separately from any money or property of the contractor and third parties. The contractor shall not be entitled to charge any of the goods by way of security for any indebtedness of the contractor.

  12. If the contractor fails to make payment on the due date, enters into an arangement with its creditors, goes into liquidation, becomes bancrupt, or commits any breach of contract by infringing these terms and conditions, than may Estel S.A. cancel the outstanding orders between the parties; reclaim all unpaid goods in accordance with the provisions of clause 11 above. The contractor shall remain reliable to pay the full purchase price, less the disposal price received by Estel  S.A. and any part of t he purchase price paid by the contractor to Estel S.A..

  13. All contestations have to be described in detail and sent within eight days from the date of delivery or from the date of the invoice by fax and/or by registered mail to Estel S.A.. The said goods must be, either returned to the seller or kept available for inspection by Estel S.A..

  14. Invalidity or illegality of any clause or part of it will not affect or impair the other terms and conditions.

  15. No forbearance by Estel  S.A. in enforcing any of these terms and conditions shall prejudice his right to enforce these terms, nor shall any waiver by Estel  S.A. operate as a waiver of any subsequent breach.

  16. These terms and conditions are applicable, mutatis mutandis, on sale of services.

  17. These terms and conditions shall be governed and interpreted in accordance with Belgian law. Legal disputes Will be exclusively submitted to the courts in Charleroi (Belgium).