Terms and Conditions

1.,,Definitions. “Seller” shall mean FASA STONE EUROPE. “Buyer” shall mean any party who contracts to purchase Goods from Seller,as indicated on a purchase order or an order acknowledgement. “Goods” shall mean those goods and/or related services ordered by Buyer from Seller pursuant to a purchase order accepted by Seller.

2. Terms of Purchase Order Acceptance and Complete Agreement.

a. Acceptance. Buyer’s order for Goods is binding only when accepted in writing by an authorized representative of Seller and is accepted subject to all of Seller’s Standard Terms and Conditions of Sale, which constitute the complete agreement between the parties. Buyer’s acceptance of delivery of the Goods evidences Buyer’s acceptance of all of Seller’s Standard Terms and Conditions of Sale.

b. No Acceptance. Seller’s performance under any Buyer purchase order or order acknowledgment does not constitute an acceptance of any provision of any Buyer purchase order that is different from or additional to the Seller’s Standard Terms and Conditions of Sale, and any such different or additional provisions are hereby expressly rejected and are void.

3. Shipment. All Goods are sold FOB (Free on Board). The method and route of shipment shall be as mutually agreed in each accepted purchase order. Seller shall tender delivery of all Goods to a carrier for transportation to the port of destination designated in an accepted purchase order. All costs of transportation, including, without limitation, taxes, and standard insurance, shall be assessed by Seller and borne by Buyer unless otherwise agreed to in writing by Seller. All risk of loss shall pass to Buyer when the goods are delivered to the port of origin. Delivery and acceptance shall not be affected by a delay on the part of Buyer in accepting delivery. Shipment of Goods held by reason of Buyer’s request or inability to receive Goods will be at the risk and expense of Buyer. Claims for shortages in shipment shall be deemed waived by Buyer unless made in writing to Seller within thirty (30) days from date of invoice.

4. Taxes and Fees. Unless expressly stated and agreed to in writing by Seller, quoted prices do not include shipping and handling charges, sales, use, excise or similar taxes or duties. Buyer shall pay these taxes directly if the law permits or shall reimburse Seller if Seller is required to collect and pay them.

5. Changes in Cost. Any change in insurance premiums, destination, or other shipping charges, including fluctuations in freight, which may be established after the date of the Seller’s order acceptance, shall be at the expense of Buyer.

6. Limitation of Liability. SELLER’S LIABILITY SHALL BE LIMITED TO THE COST OF REPLACING DULY REJECTED GOODS TO THE POINT OF DELIVERY AS SPECIFIED IN SELLER’S ORDER ACKNOWLEDGMENT WITHIN A REASONABLE PERIOD OF TIME FOLLOWING PROPER AND TIMLEY REJECTION BY BUYER. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES, OF ANY NATURE WHATSOEVER, ARISING FROM NONCONFORMITY OF GOODS, DEFECTIVE GOODS, OR DELAY IN SHIPMENT, OR ANY OTHER BREACH BY SELLER. Buyer agrees to indemnify and hold Seller harmless from and against all liabilities, claims, or demands of third parties of any kind relating to the Goods and their use arising after shipment of the Goods.

7. Rejection of Goods. A rejection of the Goods for non- conformity, or a claim of shortages and/or damaged material by Buyer, shall not be effective unless it is made, and written notice thereof is given to Seller, within thirty (30) days after the Goods arrive at the destination specified in the Seller’s order acknowledgment. Written notice of rejection of Goods shall be delivered to Seller pursuant to Seller’s Rejection of Goods Claim Policy in effect from time to time. Seller reserves the right to inspect the rejected Goods and to determine lack of conformity in its sole discretion.

8. Failure to Take Delivery. If Buyer fails to take delivery of the Goods, or any part thereof, the Goods not delivered shall be held at Buyer’s sole risk in all respects. Seller, acting as Buyer’s agent and at Buyer’s expense, may thereafter store, insure and/or otherwise protect such Goods or may resell same for Buyer’s account. The delivery date(s) quoted are based on Seller’s best estimate of a realistic time when delivery to the carrier will be made and are subject to confirmation at time of acceptance of any resulting order. Seller reserves the right to make either early shipment or partial shipments and invoice Buyer accordingly.

9. Title and Risk of Loss or Damage. Title, risk of loss and/or damage shall pass to Buyer when the Goods are delivered to the port of origin in the applicable accepted purchase order.

10. Credit Terms. The Seller may, in its absolute discretion, impose credit terms on its customers. Such credit terms may, at the Sellers discretion be determined in consultation with third party insurance or credit rating agencies. Credit terms imposed may be in respect of the amount of credit, the terms of payment or a combination of both. If credit terms are imposed on the Buyer, the Seller shall notify the Buyer of the credit terms granted. The Seller may, in its absolute discretion from time to time and at any time modify or vary the credit terms granted to the Buyer. Any modification or variation of credit terms shall be notified to the Buyer in writing. The Buyer shall be solely responsible for maintaining the credit terms imposed by the Seller. The Seller reserves the right to withhold or refuse delivery (or collection) of products purchased by the Buyer if at the time of delivery or collection the Buyer’s credit terms are exceeded or otherwise breached. The Buyer shall not be entitled to make any claim whatsoever against the Seller for non-delivery or non-performance of contract. Notwithstanding the provisions of this clause, nothing herein shall constitute or be deemed to constitute a money-lending relationship between the Seller and the Buyer.

11. Cancellation. Except as otherwise expressly provided in the Seller’s order acknowledgment, the Order shall be cancelled only by mutual written consent of the parties. Notice is hereby given that Seller shall not consent to cancellation if Buyer has bound itself to purchase the Goods. If Buyer is in default by failure to pay any previous invoice within credit terms at the expected date of shipment of the Goods or any part thereof, or if Seller has received any adverse credit information about Buyer, Seller may delay shipment and/or cancel the unshipped balance of the Goods without liability. In the event of China or foreign government intervention, trade restrictions, and/or quotas, which may delay or prevent delivery of the Goods or any part thereof, Seller, at Seller’s option, may cancel the unshipped balance of the Goods without liability. In the event any of the Goods shall become subject to any governmental fees or duties not presently in effect or to any increase in any existing fee or duty, including any antidumping duty or countervailing duty, Seller shall have the right to cancel the unshipped balance of the Goods without liability.

12. Returns. Returns for credit are not allowed without the Seller´s prior written consent. Only unused standard products (as defined by FSE) in original packaging and suitable for resale will be considered for credit. Requests to return product must be submitted within 120 days of the original invoice date. Special order products (including but not limited to non-stocked items, specifically designed products etc.) are not returnable for credit. Credit will be based on price at the time of original invoice. All returns will be assessed a 20% restocking fee, however FSE reserves the authority to adjust to a higher restock percentages if needed due to various concerns, such as higher than normal inventory levels, discontinued series, or weak invoice history. All return shipping charges must be prepaid by the Buyer. Product not accepted for credit (such as used or damaged products, or products with missing accessories or packaging materials) will be returned freight collect to the Buyer.

13. Default. If Buyer breaches or is otherwise in default under the order acknowledgment or under any other contract between the parties hereto, Seller at its sole option, may defer delivery of the Goods until the default is cured, or may treat the default as a repudiation by Buyer of the Order in its entirety, resell the Goods and hold Buyer liable for such damages as Seller may incur, including consequential and incidental damages. For purposes hereof, Buyer’s insolvency shall be a default.

14. Seller’s Lien. Until the unpaid contract price and any other amounts payable by Buyer to Seller under the order acknowledgment are paid in full, Seller shall have a lien on the Goods for the unpaid amounts. Buyer hereby grants to Seller a security interest in the Goods to secure payment of such amounts.

15. Force Majeure. Seller shall be free from any liability for delay or failure in shipment arising from strikes, lockouts, labour troubles of any kind, accidents, perils of the sea, fire, earthquake, civil commotion, terrorist acts, war or consequences of war, government acts, restrictions or requisitions, failure of manufacturers or suppliers to deliver, bankruptcy or insolvency of manufacturers or suppliers, suspension of shipping facilities, act or default of carrier or any other contingency of whatsoever nature beyond Seller’s control affecting production, transportation to boarding point, loading, forwarding or unloading at destination of the Goods, including disturbances existing on the date of the order acknowledgment. In such a situation, if shipment or delivery is not made during the period contracted for, Buyer shall accept delivery under the order acknowledgment when shipment is made; provided, however, Buyer shall not be obligated to accept delivery if shipment is not made within a reasonable time after the cessation of the aforementioned impediments or causes.

16. Integration. The Seller’s order acknowledgment, packing slip and these Standard Terms and Conditions of Sale supersede all prior negotiations, representations, agreements, quotes, and catalogues, whether written or oral, and shall not be modified, supplemented, or interpreted by evidence of course of dealing, course of performance or usage of trade. To the extent the provisions hereof conflict with any prior or subsequent agreement of the parties, these Standard Terms and Conditions of Sale will control.

17. Assignment. Buyer acknowledges that no purchase order or order acknowledgement, nor the obligations represented thereby, may be assigned, or delegated, in whole or in part by Buyer, without the prior written consent of Seller. Buyer’s unauthorized attempt to assign or delegate any rights or obligations shall serve as grounds for termination of the order.

18. Severability. The Parties agree that each and every paragraph, sentence, clause, term and provision of these Terms and Conditions of Sale is severable and that, in the event any portion hereof is adjudged to be invalid or unenforceable, the remaining portions shall remain in full force and effect to the fullest extent permitted by law.

19. Law & Jurisdiction. This Agreement will be in all respects governed by and construed in accordance with the
laws of Belgium, expressly excluding the application of the United Nations Convention for the International Sale of Goods (CISG; the Vienna Convention). The Courts of Leuven (Belgium) will have full jurisdiction in all matters related to or arising out of this Agreement.