General Terms

Application

These General Terms apply to all agreements between Levenstond Seafood Services BVBA (LSFS) and its customers and/or in all its commercial relationships (the Customer) (individually a Party; together the Parties). These General Terms form an integral part of, and are supplemented by, other separate agreements between LSFS and the Customer, such as a project charter, project plan, project status report and/or project closing document (the Special Terms) (together or separately the Terms). These General Terms are deemed accepted by the Customer by the mere fact of the Customer's signature of the Special Terms, or by receipt of the invoice without protest, or by the delivery of the Product(s) or performance of the Service(s) as defined below, even if these General Terms would conflict with the Customer's own general or special terms.

Definitions

Product(s) means all products made available by LSFS to the Customer, in performance of the Terms.

Service(s) means all services to be provided by LSFS to the Customer, in performance of the Terms.

Quotes and orders

Unless otherwise stipulated, all quotes from LSFS are valid for one month. Orders/requests may only be placed in writing. An order/request is only binding on LSFS after it has been accepted by LSFS in writing, or after LSFS has delivered or performed the Product(s) or Service(s) stated therein.

Travel fee

A travel fee of €80/hour is charged per trip to the customer.

Invoicing of licenses, upgrades & support

Licenses and upgrades are invoiced 100% upon signature of the agreement. Support is invoiced 100% upon go-live of the project or a part thereof. Licenses are delivered after receipt of payment from the customer.

Payment terms

Invoices must be paid within 30 days of the invoice date.

VAT

All amounts and rates stated in this proposal are exclusive of 21% VAT.

Validity period

This proposal is valid for 30 days from the date of the proposal.

Confidentiality

This proposal is for the customer's internal use only. No part of this proposal may be passed on or reproduced without notice to Levenstond Seafood Services.

Warranties and indemnification

LSFS will make all reasonable efforts to design, manufacture and deliver the Products and/or Services in accordance with the Special Terms, without any warranty. LSFS can only be held liable by the Customer for damage arising directly from the Products and/or Services through an exclusive fault or negligence of LSFS, and this up to a maximum of €20,000. Under no circumstances can LSFS be held liable by the Customer for any damage resulting from errors, products or services of the Customer or of third parties, such as but not limited to hardware or software, that was not created by LSFS but originates from third parties or from the Customer, or for any damage exceeding €20,000.

Any delivery or performance date relating to the Product(s) or Service(s) stated in the Special Terms or order/request is always indicative. Delays in the delivery or performance of the Products/Services can under no circumstances give rise to penalties, damages, or termination of the Terms.

Cancellation, delivery and acceptance

No order for Products and/or Services received by LSFS may be cancelled by the Customer, except with LSFS's prior written consent. LSFS reserves the right, in the event of cancellation of an order, to claim a fixed compensation amounting to 20% of the sum of the Products and/or Services concerned, plus any additional damage if preparation or performance has already begun, or if the damage is demonstrably greater.

After delivery of the Products or Services, LSFS will invite the Customer to test and accept the delivered Products and/or Services within 15 working days. The Parties acknowledge that (i) mere use, without express reservation, of the Products or Services after the aforementioned 15 working days, or (ii) payment of the invoices for the Products or Services, or (iii) confirmation of acceptance by email, constitute definitive acceptance of the Products or Services.

If the Customer refuses to proceed with acceptance, the Customer shall, within 15 working days, draw up a written report clearly describing the defects found. LSFS and the Customer will then agree on the scope and repair of the identified defects and the timing within which these defects will be remedied. A new test period will then start, to be determined by mutual agreement between the Customer and LSFS. During this period, the Customer will immediately notify LSFS of any defects found. At the end of this final test period, and provided the reported defects have been reasonably remedied, the Products and/or Services are deemed to have been definitively accepted by the Customer, unless LSFS receives explicit written notice to the contrary.

Ownership and risk

Only if the Special Terms expressly provide for it can the Customer become the owner of the Products sold, under the conditions set out in the Special Terms. Under no circumstances can the Customer become the owner of the intellectual or industrial property rights relating to the Products or Services.

All risk or responsibility relating to the Products and/or Services is transferred to the Customer upon acceptance of the Terms. In any event, the Products remain the exclusive property of LSFS until full payment of the principal amount, interest and costs.

LSFS is hereby irrevocably authorized to repossess Products delivered subject to retention of title, without judicial intervention, prior warning or notice of default, and this at the Customer's expense. The Customer must provide its cooperation in this regard, failing which a penalty of €500 will apply for each day it remains in default.

Price and payment

LSFS supplies the Products and/or Services to the Customer at the prices applicable at the time of order and specified in the respective Special Terms.

Prices are stated on invoices in euros, unless otherwise agreed in writing. The Customer will pay these invoices within 14 days of the invoice date.

Invoices will only be considered paid after transfer to LSFS's bank account, as indicated on the invoices. All amounts paid are irrevocable and non-refundable, without prejudice to the Parties' ability to claim damages.

In the event of (i) non-payment of an invoice to LSFS when due, (ii) any suspension of payment, (iii) an application for judicial reorganization or bankruptcy, or (iv) any other circumstance indicating the Customer's insolvency, all invoices will become immediately and automatically due and payable, and LSFS may suspend/cancel performance of all Products, Services and/or orders to which it is bound under article 3.

In the event of non-payment of an LSFS invoice when due, the Customer will, by operation of law and without further notice of default, owe: (i) interest at the rate set out in article 5 of the Act of 2 August 2002 on combating late payment in commercial transactions, as well as (ii) an amount of €250, as a fixed reasonable compensation for the damage caused by the payment delay, without prejudice to LSFS's right to claim compensation for further damage.

Any protest of an invoice must be made by registered letter within 10 working days of receipt thereof, which is deemed to have taken place 3 working days after the invoice date. After this period, no protest will be taken into account. A protest can under no circumstances justify a suspension of payment.

Confidentiality – Intellectual and industrial property rights

Unless expressly agreed otherwise in writing with LSFS, the Customer will under no circumstances disclose or communicate to third parties any confidential information (designated as such, or that should reasonably be considered confidential) or information owned or controlled by LSFS, on pain of damages fixed at a minimum of €10,000, without prejudice to any higher compensation for further proven damage.

All intellectual and industrial property rights (such as, without limitation, trademarks, patents, trade names, copyrights, sui generis protection regimes and know-how) relating to the Products and Services will always be and remain the property of LSFS or its licensor. Nothing in the Terms may be construed as transferring to the Customer any ownership right relating to an intellectual or industrial property right of or held by LSFS.

Force majeure

A Party is not liable for the delay or non-performance of its obligations under the Terms, with the exception of payment obligations, when this is due to force majeure, being unforeseeable reasons beyond its reasonable control such as fire, flood, strikes, labor unrest or other disruptions in economic life, unavoidable accidents, embargoes, blockades, legal restrictions, riots or government measures.

Electronic signature

The Parties expressly declare that they may sign the Terms with an electronic signature that will have full effect between them and to which they attribute the same validity as a manual signature.

The Parties will use the electronic signature system offered by DocuSign France: www.docusign.fr. The Parties confirm they are familiar with this system. The Parties undertake never to contest, at any time, neither directly nor indirectly, neither themselves nor through third parties, the validity of their electronic signature.

Processing of personal data

LSFS is the controller for the processing of personal data provided by the Customer in the context of the performance of the Terms.

LSFS only uses the personal data obtained in this way and, where applicable, only passes it on to third parties insofar as this is useful for the performance of the Terms.

The Customer guarantees and warrants that the personal data it provides to LSFS (i) is complete and accurate, (ii) has been lawfully obtained, and (iii) it is authorized to pass on to LSFS.

Both LSFS and the Customer comply with the provisions of all applicable privacy regulations, including but not limited to the Act of 8 December 1992 on the protection of privacy with regard to the processing of personal data and Regulation (EU) 2016/679 of the European Parliament and of the Council 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, and repealing Directive 95/46/EC ("Privacy Legislation").

The Customer will indemnify and hold LSFS harmless for any claim and/or damage LSFS may incur as a result of the Customer's failure to comply with the guarantees mentioned above and the Privacy Legislation.

Data subjects have all rights as set out in the Privacy Legislation. The Customer is responsible for the exercise of their rights or for providing further information. The Customer will be the point of contact for them and will, where applicable, forward questions to privacy@lsfservices.be.

Miscellaneous

The Terms are drawn up in accordance with, and are governed exclusively by, Belgian law, excluding the provisions of private international law and the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods concluded in Vienna. For disputes concerning the validity of, or arising from the performance or termination of, these Terms, the following courts and tribunals have exclusive jurisdiction:

• Disputes relating to intellectual property rights: the Antwerp Court, Antwerp Division.
• Other disputes: the Antwerp Commercial Court, Tongeren Division, or, for private individuals, the Limburg Court of First Instance, Tongeren Division.

Miscellaneous (continued)

The Terms constitute the entire agreement entered into by the Parties with respect to their subject matter. They replace all previous arrangements relating to the same subject matter, and any prior discussions and arrangements made by the Parties regarding their subject matter that are not reflected in the Terms will not bind the Parties.

The Customer may not assign, in whole or in part, any right or obligation under the Terms to a third party, except with the prior written consent of LSFS. Any assignment in breach of this provision will be void.

Any amendment to the Terms may only be made in writing and upon signature by both Parties.

The Terms are severable. If any clause or provision of the Terms is prohibited, void, or unenforceable, the other clauses and provisions of the Terms, as well as the Terms themselves, will remain fully in force between the Parties. Furthermore, the Parties already agree to replace the prohibited, void or unenforceable clause or provision with a valid provision that corresponds as closely as possible to the prohibited, void or unenforceable clause or provision.

A Party's failure to enforce its rights under these Terms will not be considered a waiver, nor will it in any way extend or amend the rights of the other party.

In the event of contradictions, the following will prevail in order: the Special Terms and the General Terms.