GENERAL TERMS AND CONDITIONS

Below you will find a summary of the general terms and conditions of Rova N.V. and Rovasac N.V., Oudenaarde, Belgium. This text aims to inform you in a customer-friendly manner.

1. GENERAL:
Our general terms and conditions (hereinafter referred to as GTC) apply in all cases, except where otherwise expressly and mutually agreed upon in writing by both parties, buyer and seller. The most recent version of our GTC can be consulted on our website rovasac.be and/or rovasac.eu. For offers and sales via fax, the customer declares to be aware of and to accept our GTC. Upon simple request, we will provide the customer with a copy of our GTC. We do not take into account any purchase conditions printed on the documents of our customers. By placing an order, the buyer acknowledges having read and agreed to all our GTC.

2. PAYMENT:
Unless otherwise agreed in writing, the following terms apply: a. For machines/installations and for packaging specially made for the buyer:
30% net cash upon order, 60% net cash upon notification that the goods are ready,
10% net within 30 days after delivery and installation. b. All other invoices are payable in cash without discount to our account.
Invoices not paid on the due date will automatically and without prior notice incur interest of 1% per month from the due date.
The imposition of interest does not affect the obligation to pay on the due date.
In case of default, a compensation fee of 10% of the outstanding balance, with a minimum of €130, will also be due without prior notice. This fee compensates the supplier for all out-of-court costs, time loss, administrative expenses, and legal fees. If the actual damage exceeds this fixed amount, the compensation will be determined by the court.

3. QUOTATIONS:
a. All quotations are non-binding.
b. VAT and printing plate costs are not included in the prices unless explicitly stated.
c. Unless otherwise agreed, quotations are valid for 7 calendar days.
d. If, after issuing the quotation but before the sale is finalized, raw material prices, exchange rates, wages, social charges, taxes, transportation costs, etc., change, we reserve the right to adjust prices accordingly.
e. Commitments made by our representatives are only binding if confirmed in writing by us.

4. SALES PRICE:
a. The sales price stated in the order confirmation can only be adjusted by the seller under the following conditions: An effective increase of at least 2% in an element of the sales price after the sale is concluded, such as an increase in raw material prices, wages, currency fluctuations, or new/modified import duties or taxes. This list is not exhaustive. At the customer's request, the new price will be specified and justified, with supporting evidence if necessary. b. Unless otherwise agreed, all prices are ex-works Oudenaarde. Goods are not insured by the seller and are transported at the buyer's risk, even if sold under terms such as "delivered to destination" or "freight prepaid."

5. RETENTION OF TITLE:
Goods remain the property of the seller until full payment has been made. Despite this retention of title clause, risk transfers at the moment of delivery of the goods. Goods under retention of title may be transferred or processed by the buyer but may not be pledged or used as collateral.

6. DELIVERY TIME AND DELIVERY CONDITIONS:
a. The delivery time is provided for informational purposes only and is not binding: it is based on the information available to us at the time of the quotation or order, and we will do everything possible to meet the specified time frame. Since many goods, raw materials, tools, etc., come from other countries or overseas areas, unforeseen circumstances may occur, and we accept no liability for exceeding the delivery time. Under no circumstances can the buyer claim any compensation. Exceeding the delivery time does not entitle the buyer to refuse the delivery or to demand the termination of the contract.
b. If the buyer unjustly refuses the goods delivered by us, we may either demand the execution of the contract or terminate it with compensation irrevocably set at 30% of the invoice amount. c. Any goods that cannot be delivered within the specified period due to reasons attributable to the buyer will be stored at their expense and risk. These goods will be invoiced and must be paid for according to the agreed terms. Storage costs amount to 2% of the value of the goods per month. We also reserve the right to transfer these goods to a storage facility at the buyer’s expense. This will only occur five working days after notifying the buyer by registered letter. d. For deliveries that cannot be completed due to reasons attributable to the buyer and therefore require subsequent delivery attempts, additional transport costs will be charged. e. If the buyer instructs that the goods they ordered be delivered to an address different from their own, the seller accepts that only receipt of the goods can be signed at that address. In the event of complaints, the buyer explicitly agrees to act in accordance with Article 7 without deviation. The buyer is solely responsible for ensuring that the packaging and/or machines are fit for their intended purpose, even if the products are resold to one or more customers. Among other things, we will never accept being a party to disputes between the buyer of the bags, the filling company, and the customer of the packaged product: the buyer is solely responsible for ensuring that the packaging meets the intended purpose.

7. CALL-OFF SALES AGREEMENT:
An explicit and written agreement between the buyer and the seller stipulates that:
a. The goods concerned will be stored free of charge by the seller for the agreed period.
b. Storage is at the buyer's risk: the goods are not insured by the seller against risks or damage, such as fire, water damage, theft, etc. (non-exhaustive list). If the buyer wishes to insure against these risks, they must arrange their own insurance policy.
c. The place of delivery is the buyer's location; transport costs will be charged unless a maximum number of deliveries and/or other conditions have been agreed upon in writing.
d. Invoicing: the entire order will be invoiced at the first delivery unless otherwise agreed in writing. e. In the case of any agreement with deviating provisions, the goods will always be invoiced no later than six months after the order, and the usual payment terms will apply.

8. COMPLAINTS:
Any complaint regarding a delivery must be made by registered letter within eight days of the date stated on the delivery note. In the event of a faulty delivery, our liability is limited to the replacement of the part of the shipment that is the subject of the complaint, within our normal delivery times. Defects in part of the delivered goods do not entitle the buyer to reject the entire delivery. Only goods with obvious defects may be refused by the buyer. Whatever the consequences of the faulty delivery may be, they will never entitle the buyer to claim compensation. Our liability will in any case never exceed the invoice value of the delivered goods that were rejected.

9. LIABILITY:
All our performances are carried out at the buyer's risk. The buyer alone is liable to us and to third parties in the event of claims relating to the infringement of patented packaging, designs, machines, etc.

10. SUITABILITY OF GOODS:
All risks regarding the suitability of the goods for the buyer's intended purpose are borne by the buyer. By signing the 'print approval,' the buyer confirms all technical specifications (dimensions, weight, color, etc.).

11. If changes occur in the buyer's situation, such as dissolution or transformation of the company, death, incapacity, bankruptcy, suspension of payments, or for any other reason, the seller has the right to cancel the purchase or demand guarantees.

12. SAMPLES/PLATES:
a. Plans, drawings, plates, and test prints are charged. If the customer wishes to make changes to the drawings, plans, and/or plates afterward, the associated costs will always be charged to the customer.
b. Our designs, drawings, films, samples, models, plates, etc., remain our property, even if the customer has paid the costs. These items often consist largely of intangible objects or data. It is also possible that these objects are stored at our suppliers’ facilities. The customer's contribution to these costs guarantees that they will be used exclusively for their orders and that they will be stored and preserved under proper conditions at our facilities. This includes both physical storage and digital storage in computer systems. Storage is at the customer's risk, including fire risk.

13. Due to the automation of manufacturing processes, it is technically unavoidable for our deliveries to include a limited number of defective items. The buyer must accept a maximum tolerance of 2% per shipment.

14. SPECIFIC CONDITIONS FOR CUSTOM BAGS, PACKAGING, AND/OR PRINTING: As the results of manufacturing and/or printing are always subjective, the following is explicitly agreed upon between the buyer and the seller:
a. Accuracy of data and/or printing: We accept no responsibility if the customer has not ordered and approved a print proof or sample model (packaging). Approval by the customer releases us from all responsibility for errors or mistakes discovered afterward.
b. Printing technique: The printing of bags and/or packaging uses a specific technique (often inline flexography). Prints are executed to the best of our ability but can never match the quality of traditional printing or computer-generated prints. Minor color variations will always occur. The outcome of flexographic printing depends on numerous factors, such as machine speed, substrate color, plate condition, temperature, raster, and the suitability of the design (for flexographic printing). To avoid disputes or in case of doubt, we recommend that the customer visit our facilities to discuss what is desired and what is or is not feasible. In all cases, our responsibility and liability are limited to a maximum of the price charged for the printing work.
c. We are not responsible for color variations between different productions, whether related to raw materials or printing. d. The following tolerances for over- or under-delivery on ordered quantities are allowed:
Up to 1,000 units: maximum 35%
From 1,001 to 5,000 units: maximum 30%
Over 5,001 units: maximum 15%
These tolerances apply per format, per print, per processing, and per delivery.
e. A tolerance of 3%, with a minimum of 2 cm, over or under is allowed for all dimensions in every process. This tolerance also applies after approval of a model or proof.

15. MACHINES/INSTALLATIONS:
Given the specific nature of this subject, it is divided into:
"Part 1: small machines"
"Part 2: large machines and installations." The full terms and conditions for Part 2 are included with the relevant quotation and purchase order and form part of the sales contract for large machines and installations. "Small machines" are defined as machines with a maximum sales price of €1,500, a maximum weight of 15 kg, and a maximum volume of 0.2 m³.

16. WARRANTY FOR "SMALL MACHINES":
a. Unless otherwise agreed in writing, the warranty is 3 months on parts and 6 months on labor. Small electrical components (fuses, relays, plugs, etc.) and wear parts (sewing machine teeth, bushings, etc.) are not covered by the warranty. This warranty applies under normal use and regular maintenance but excludes any damage resulting from abnormal use, falls, lack of maintenance, etc. IMPORTANT: Parts subject to normal wear and tear are not covered by the warranty (except in cases of manufacturing defects).
b. The warranty period begins on the date stated on the delivery note or, if unavailable, the date on the invoice.
c. If the customer modifies or alters the machine, the warranty becomes void.
d. The machine will only be repaired under warranty if the payment terms have been met.
e. The machine to be repaired must be delivered to and collected from the repair service (in Oudenaarde) by the customer. Otherwise, transportation and/or travel costs will be charged.

17. JURISDICTION:
The courts of Oudenaarde and Ghent are exclusively competent, at the seller's choice, for any dispute. In case of discrepancies between the Dutch, French, and English versions of these terms, the Dutch text will take precedence.