General conditions of sale

1. All sales are deemed concluded under the present GSC’s, unless it is explicitly and formally otherwise convened in writing and signed by our company’s management. 
2. We reject all sales conditions appearing on the Purchaser’s documents. Only Our GSC’s are applicable. 
3. Orders given to Our representatives are not valid unless confirmed in writing and signed by Our management. LVD is entitled to refuse orders, without having to explain such refusal. 
4. All verbal or other modifications and additions are only valid if confirmed in writing by LVD. 
5. We reserve the right, while carrying out an order or a contract, to demand guarantees of payment and, if these are not forthcoming, to cancel all deliveries partly or completely and to claim dissolution of the contract with damages, if We have reasonable doubts regarding the solvability of the Purchaser. 
6. If Our Credit Insurance Company refuses to grant coverage for the requested credit amount for the execution of the contract with You, LVD shall have the right, at its sole discretion, either to cancel the contract without compensation or to request revised payment terms or additional securities. We inform You immediately in case of a refusal. Until such revised term or guarantees have been agreed upon, LVD may suspend any further performance of its obligations. 

1. Our prices are stated as at dispatch from our workshops, and exclude packing, transport costs and duties, taxes or charges, unless otherwise agreed and in accordance with the Incoterm agreed between the Parties.  

1. In case no payment condition was specified on the Sales Order, the payment will be made in full on the account of LVD, and without discount, to the amount of 30% of the total value of the order at the time the order was made by the Purchaser, and to the amount of 70% before the Machine is dispatched. Our invoices are to be paid at one of Our offices. The order will be deemed accepted by LVD upon receipt of 30% of the total value of the order. The acceptance of the order shall trigger the start of the production of the Machine by LVD.  
2. The Machines are only dispatched upon reception of payment in full of the 70% as stipulated in clause C.1 here above. Purchaser shall have no right to compensation for such refusal of dispatch. LVD shall, next to all other remedies available to LVD, be entitled to claim compensation for the storage costs of the Machines. 
3. In case of non-payment of the full amount by the due date of the invoice, interests are due without any formal notice or summons being required. The rate of such interest will be of equal to the interest rate as provided in the Law of 2 August 2020 on combating late payments in commercial transactions (“Wet van 2 augustus 2020 betreffende de bestrijding van de betalingsachterstand inzake handelstransacties”). 
4. In case of non-payment of the total or part of the amount when due without serious reasons, the amount due will ultimately, having declared the Purchaser in default, be increased by 10%, with a minimum of 100 EUR and a maximum of 1500 EUR . 
5. The stipulated payment terms are not postponed neither in case of a law action nor for a guarantee claim. 
6. If the Purchaser sells, transfers, pledges as security or transfers to the company, his business goodwill or equipment, or if any one of the payments, or the acceptance of any one of his bills of exchange, is not effected on time, we have the right to compel immediate payment of such sums as remain due, whatever the conditions agreed beforehand. 
7. We reserve the right of ownership over all delivered Machines until complete payment has been made. 
8. In case of bankruptcy, application for compulsory composition or insolvency of the Purchaser, all his debts are claimable and we reserve the right to cancel all our obligations by registered letter. 

In case no payment condition was specified on the Sales Order, the payment will be made in full, and without discount, to the amount of 100% of the total value of the order before the Parts are dispatched. 

1. In case no payment condition was specified on the Sales Order, the payment will be made in full, and without discount, to the amount of 100% of the total value of the order before the Services are delivered. 

1. In case no payment condition was specified on the Sales Order, the payment will be made in full, and without discount, to the amount of 100% of the total value of the order before the Software are delivered. 

1. In case no payment condition was specified on the Sales Order, the payment will be made in full, and without discount, to the amount of 100% of the total value of the order before the Purchaser can enjoy the Club Services. Each year, Club Services renew automatically provided that the Purchaser pays the annual dues before the anniversary date. If the Purchaser wishes to resume membership to the Club Services after a period of interruption, the payment of annual dues will resume membership to the Club Services and LVD may require to pay all the previously unpaid annual dues since the last active membership to re-enter the club. 

1. LVD notifies the Purchaser by letter or e-mail when the Machine is put at the disposal of Purchaser for dispatch. Upon reception of such notification, the Purchaser is obliged to inspect the conformity, quantity and quality of the Machines in our workshops, where they are placed at the Purchaser’s disposal, before dispatch. Complaints regarding the aforementioned visible elements are only valid if they are communicated in writing by Purchaser upon inspection in our workshops. If the Machine is dispatched without any such written complaint, Purchaser shall be assumed to have accepted the Machine without reservation. No complaints regarding visible defects shall be valid and accepted after the dispatch. 

1. Delivery of the Machines and the Spare Parts and transfer of risk, is governed by the Incoterm FCA (Free Carrier) unless otherwise agreed in writing. 
2. Delivery of the Software and transfer of risk are effective at delivery of the Machine (if the Software is pre-installed on the Machine), installation of the Software on the Purchaser’s hardware, or receipt of the access credentials to the cloud software. 

1. All transport risks are for the account of the Purchaser, even in case of reserved ownership. 
2. All additional transport expenses, such as those caused by unforeseen circumstances or delay in unloading and all costs and duties due to delay of clearance through customs and other formalities, are for the account of the Purchaser. 

1. Unloading the Machine and its accessories and other equipment off the vehicle, by means of safe and efficient equipment, even if arranged by LVD, is for the account of the Purchaser (such as insurance, crane companies, specialized contractors, or transport agents) and so are all unforeseen additional expenses.  
2. The Purchaser is solely responsible for ensuring that the factory premises, access roads, entrances and unloading areas are timely, safely and adequately accessible and suitable for the foreseen transport and delivery operations. Any additional costs resulting from insufficient, delayed or impossible access to the Purchaser’s premises or factory (including but not limited to inaccessible entrances, inadequate dimensions or load-bearing capacity, absence of personnel, or failure to comply with agreed time slots) shall be for the account of the Purchaser. 
3. The Purchaser shall indemnify LVD against any claims brought by any third party or expenses (including legal fees) in connection with the unloading.  

1. The transfer of the unloaded components to the site where the Machine is to be erected and all additional unforeseen expenses are for the account of the Purchaser. 

1. Assembling/mounting the unloaded and transferred components. 
   The assembly of the Machine may be carried out by Us at the request of the Purchaser. The expenses are invoiced as extra charge. The Purchaser shall provide the necessary for assembly of the Machine, as well as the proper time all means, aids, implements and materials necessary for mounting the Machine and putting into service. 
2. All supplementary expenses resulting from loss of time not due to us, such as delays in the completion of premises or foundations, in putting the Machine on site as well as delays caused by modification of premises required for the operation of the Machine, or by the temporary removal and resettling of Machines, equipment or parts of the building such as the dismantling and rebuilding of a roof, etc. will be charged to the Purchaser as supplementary to the agreed price. 

Putting the installed Machine into operation.

1. The Purchaser shall provide the power connection.

2. The hydraulic oil the Purchaser purchases must correspond to the grades prescribed by LVD. This oil, which is not included in the sale of the Machine, can on request be supplied by LVD in the required grade.

1. Delivery times are always indicated approximately.

2. The delivery time begins as soon as LVD is in possession of all the information necessary to the carrying out of the order, and has received the first payment (of 30%) agreed upon.

3. If an import licence is required in the country of the Purchaser, the delivery time does not begin until the Purchaser has notified LVD in writing that the respective import licence has been granted.

4. LVD declines all liability for any delays in delivery, which do not justify any discounts nor a cancellation of the contract. However, in the case of a special agreement departing from the above principle:

a. The liability of LVD in case of delay shall be limited to an indemnity which may not exceed 0,5% of the total value of the order per complete week of delay, as from the end of the third week. The total indemnity shall not exceed 5% of the value of the Machine that is delayed, nor the duly stated amount of the direct damages actually suffered. This is the sole and exclusive remedy, excluding any other remedies available to the Purchaser.

b. The Purchaser shall not lay claim to this indemnity:

- If the delay is not the fault of LVD, because of circumstances outside of our control, such as total or partial mobilization, war, epidemic and related government measures, lock-out, strikes or accidents to the Machines or equipment, fires, floods, explosions, excessive temperatures, and any eventuality that entails the idleness of all or some of our establishments, and diminishes or puts an end to normal production.

- If the conditions of payment have not been strictly observed.

- If the preparation of premises for the Machine has not been completed by the date fixed for delivery. These preparations should be completed one week before the date fixed for mounting the Machine.

5. In no case and under no circumstances shall the Purchaser cancel the contract because of a delay.

1. The Club Services are offered to the Purchaser as an optional fee-based service, separate from the installation of the Machine. The Club Services must be accepted by Us in an order confirmation. The membership to the Club Services are acknowledged to be tacitly and automatically renewing on a yearly basis, unless the Purchaser has cancelled the membership before its anniversary date. The membership fees for the Club Services consist of 2 components: the 1-time club entrance fee (“entrance fee”), and the yearly membership fees (“annual dues”). The entrance fee and first annual dues shall be charged with the initial invoice. The next annual dues shall be charged through a yearly invoice at the anniversary date.

2. LVD shall use its best and reasonable efforts to make the Club Services available to the Purchaser. This should be interpreted as an obligation of means (“middelenverbintenis” / “obligation de moyens”) and not as an obligation of result (“resultaatsverbintenis” / “obligation de résultats”). LVD shall not be liable for unavailability of the Club Services.

3. Without prejudice to any limitation of liability provided elsewhere in these GSC’s, LVD expressly states that the Club Services are provided “as is” and without any warranty regarding the accuracy, adequacy, reliability or completeness of any material, conclusion or information included in the Club Services. We shall in no event be liable for any loss or damage suffered by the Purchaser or any third party arising from the use of the Club Services or of any material, conclusion or information made available in the Club Services.

1. The Machine and the Software (including all data and materials provided by LVD in the Machine) are protected by Intellectual Property Rights. Parties explicitly confirm that all Intellectual Property Rights in the Machine and the Software, remain LVD’s ownership, except if otherwise provided. All rights not specifically granted to the Purchaser are hereby expressly reserved by LVD.

2. LVD grants the Purchaser a limited, non-exclusive, non-transferable and non-assignable right to use the intellectual property rights vested in the Machine and the Software (“Intellectual Property Rights”), only in connection with the purchased Machines (and as far as such use is part of the reasonable normal use of such Machine), Software and the (Club) Services. This license allows the Purchaser (exhaustive list) to access, use, consult, load, display and save the Software (on its mobile or computer device) solely in order to be able to use the Machine, the Software and the (Club) Services in accordance with this Agreement. The Purchaser is not allowed (non-exhaustive list) to i) allow others to use or access the Machine or the Software (except for its employees); ii) copy or reproduce (except for the aforementioned purpose of saving the Software), commercialize, distribute, modify, decompile, disassemble the Machine or the Software or create derivative works of any of them; iii) rent, lease, loan or otherwise transfer the Machine or the Software nor iv) remove or obscure any notices or markings that are affixed on or incorporated in the Machines.

3. LVD emphasizes that the Software is provided “as is” without any warranty regarding the accuracy, adequacy, reliability or completeness of any material, conclusion or information included in the Software. We shall in no event be liable for any loss or damage suffered by the Purchaser or any third party arising from the use of the Software or of any material, conclusion or information made available in the Software. The use of the Software and the Club Services is at the Purchaser’s own risk.

4. LVD shall not be liable for unavailability of the Software due to (i) an event, condition or circumstance beyond the reasonable control of, and not due to the fault or negligence of LVD, which could not have been avoided by due diligence and use of reasonable efforts and which prevents LVD to perform the Club Services; (ii) circumstances attributable to the Purchaser or to a third party (including third parties instructed by LVD), the maintenance or update of the Machine.

1. Without prejudice to clause N.4, the Parties explicitly confirm that all content and (personal) data submitted in the Machine or Software by the Purchaser (“Content”) and all intellectual property rights relating to that Content remain the Purchaser’s ownership. The Purchaser hereby grants LVD a revocable (without prejudice to the following sentence in this clause), transferable, assignable, sub-licensable, non-exclusive, royalty-free license to use the Content and all intellectual property rights vested in or related to the Content worldwide in order to provide the Services and the Club Services in accordance with these GSC’s and for use in LVD’s own interest as it sees fit (as further described in these GSC’s). This includes without being limited to, and without being obliged to do so or being liable for consequences of not having done so, the right to analyse the functioning of the Machines and the Software (including capturing data on the status, performance and use of the Machines), improve the working of the Machine and the Software, and Our Services or Club Services, benchmark the Content with the content of other users of the Machine, use the result of this benchmark in Reports, provided that such Content is aggregated and de-identified.

2. The license on the Content includes, without being limited to, the right for LVD to, in whole or in part, use, modify, reproduce, optimize, adapt, translate, communicate to third parties, transfer, transmit, bundle and mix the Content with its own data or data from third parties, analyse, process in the Report and to retrieve substantial parts of the database within the meaning of article I. 17 Economic Code Law (ECL) or re-use within the meaning of article I. 17 ECL and to authorise others to engage in such activities. Future and already developed intellectual property rights relating to the Content will be licensed in accordance with the provisions of these GSC’s for the entire term of protection of the applicable rights.

3. The Content will be transmitted through Us automatically via an internet connection. The Purchaser shall provide reasonable assistance to enable such data capture and transmission. In particular, the Purchaser shall be responsible for maintaining an adequate internet connection and establishing ports in its firewall protections (if and to the extent necessary). LVD is not liable for IT security breaches in this regard. These obligations apply for as from the first use of the Machines at issue until the termination of these GSC’s.

4. As the data generated by LVD on the basis of evaluating the Content, the Machines and the Software, is essential for LVD to analyse Our Machines and Software and to improve Our performance towards all Our customers, LVD fully owns all rights in that data and if applicable, the reports in which such data is implemented. LVD is entitled to advise customers based on aggregated and de-identified data by generating reports, without sharing any of the Purchaser’s confidential information to another purchaser. One of the Club Services is the delivery of Reports. Such Reports relate to the general trends in the sector, general indications of the use of Machines, software development trends, and data resulting from benchmarking (“Reports”). LVD may engage third parties to generate such Reports.

5. LVD is the sole and exclusive owner of the intellectual property right in the Reports. We hereby grant the Purchaser a non-exclusive, revocable, non-transferable, non-sublicensable and non-assignable right to use the Reports for internal and professional purposes solely. This right to use does not include the following (non-exhaustive list): to modify, reproduce, distribute, modify, rent, lease, loan or otherwise commercialize the Reports nor to remove or obscure any notices or markings that are affixed on or incorporated in the Reports.

6. LVD emphasizes that the Reports are delivered “as is” without any warranty regarding the accuracy, adequacy, reliability or completeness of any material, conclusion or information included in the Reports. The Reports are not intended to and do not constitute business advice and no consultant-client relationship is formed. We shall in no event be liable for any loss or damage suffered by the Purchaser or any third party arising from the use of the Reports or of any material, conclusion or information made available in the Machine. The use of the Reports and the Club Services is at the Purchaser’s own risk.

1. LVD may from time to time implement an update, release functionality adaptations or enhancements in relation to the Machine or Software (“Update”). LVD is allowed to implement these Updates without prior notification and without the Purchaser’s permission. These Updates enable the Purchaser to use the most adequate version of the Machine and the Software. LVD is entirely free to decide whether or not to implement Updates and these do not necessarily qualify as “Club Services”. The Update may at LVD’s discretion be subject to an additional cost.

2. Once an Update has been implemented, it shall be deemed part of the Machine or the Software and of the Intellectual Property Rights vested in the Machine or the Software, and shall be subject to the provisions of these GSC’s.

3. The Purchaser will remain exclusively responsible to monitor the Machines and their functioning, to intervene in case of problems and to take corrective measures, when necessary. Our Updates are intended to assist the Purchaser, merely as an additional means for the Purchaser to optimize the Machines and the Software and its use thereof. We shall use best efforts when implementing Updates, without guaranteeing any result nor the uninterrupted use of the Machines. The data are not monitored in real time nor systematically, and we will not be responsible for any emerging issues nor are we able to identify and suggest solutions for issues immediately, unless otherwise agreed in writing by means of a separate agreement. We accept no liability with respect to the Updates, the quality and timeliness thereof nor the lack thereof. In particular (without limitation), we shall not be liable for errors due to a faulty internet connection, incomplete or inaccurate data or other issues during the capture and transfer of data.

1. The Purchaser agrees that the data captured and generated by the Machine does not constitute personal data, as defined in article 4(1) of the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons regarding the processing of personal data and on the free movement of such data (“GDPR”) (“Personal Data”).

2. However, LVD may process Personal Data about the Purchaser that is collected via the Machine, Software or means or tools made available via the Machine (e.g. cookies). LVD acts as data controller, as defined in article 4 (7) of the GDPR, as far as the Purchaser’s Personal Data (e.g. when setting up an account) is concerned.

3. LVD shall process the Purchaser’s Personal Data in accordance with Our Privacy Policy and Cookie Policy, which is available at www.lvdgroup.com. The Privacy Policy may be consulted by clicking on this link: https://www.lvdgroup.com/en/privacy-policy. The Cookie Policy may be consulted by clicking on this link: https://www.lvdgroup.com/en/cookies.

1. Unless otherwise agreed, LVD guarantees his Machines and the Software (if purchased) for six months of normal work – 40 hours per week – against defects in workmanship or material, provided such defects were not immediately apparent. The period of the guarantee begins on the date of putting the Machine and the Software (if purchased) into operation.

2. The guarantee is strictly limited to supplying or repairing free of charge, in our workshops, units or components which have been admitted to be defective. At the request of LVD, these units and components are to be returned to his workshops free of charge, and will become LVD’s property.

3. The guarantee does not apply to damages due to improper usage, excessive load, inappropriate premises, inadequate foundation, faulty erection or modifications carried out by the Purchaser.

4. In any case, the guarantee will expire, at the latest, fifteen months after the Machine has been put at the Purchaser’s disposal on completion in our workshops and after the installation of the Software , even if, for any reason beyond LVD’s reasonable control, the mounting of the Machines or installation of the Software did not take place immediately after dispatch.

5. LVD shall in no event be liable for indirect damage nor shall he be liable for losses due to production delays, loss of revenue, loss of business, loss of goodwill or reputational harm etc.

6. In any event, LVD’s total aggregate liability shall be limited to the net purchase price of the Machine concerned, and shall in any case not exceed the amount effectively covered and paid out by LVD’s liability insurer in relation to the claim.

1. LVD may suspend or terminate these GSC’s at any time if the Purchaser is in material breach of these GSC’s or any other material breach of its obligations towards LVD even if not subject of the present GSC’s, and fails to remedy such breach within ten (10) days after receipt of written notice (including e-mail). In such case, one third of the purchase price and the license fee is in any case to be paid to LVD as a fixed lump-sum indemnity, without prejudice to LVD’s right to demonstrate additional damage.

2. The Purchaser may terminate a Service or these GSC’s at any time by providing Us with a written notice and taking into account a notice period of three (3) months. All fees due until the termination enters into force, remain due.

3. The termination of these GSC’s automatically entails that all Club Services and the use right of the Intellectual property rights in the Software are terminated, taking into account that the Purchaser shall not be entitled to claim any refund of payments of its license fee for Club Services which has not yet been completed at the date of termination. All fees due until the termination enters into force, remain due.

4. After termination of these GSC’s, LVD will have the right to use without any limitation the Reports and any other information provided by a third party in the context of the Club Services, which are created during the term of these GSC’s.

5. The Purchaser shall have the right to request within seven (7) working days after the termination, a copy of the Content and Reports in a format provided by LVD. After such term, LVD shall delete all the Content of the specific Purchaser

1. In case LVD is confronted with unforeseeable events which substantially change the economic importance or contents of the delivery or considerably affect LVD’s business, LVD and the Purchaser shall discuss changes to the contract taking into account the principles of reasonableness and good faith. To the extent this is not economically justifiable, LVD shall have the right to rescind the contract without being due any indemnification to Purchaser.

1. These General Terms and Conditions are drawn up in English. In case of any translation, the English version shall prevail. A free translation may be provided to the Purchaser upon first request.

1. The Purchaser agrees that solely the Belgian law shall be applicable to this contract. The Tribunal of Courtrai/Kortrijk will be solely competent for judging all disputes or disagreements

1. If any (part of a) provision of the present GSC’s is held to be invalid or unenforceable, or contrary to imperative law or the public order, then such provision will (so far as it is invalid or unenforceable) have no effect and will be deemed not to be included in the present GSC’s, but without invalidating any of the remaining provisions.

2. The parties must then use all reasonable endeavors to replace the invalid or unenforceable provision by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

1. The Purchaser shall comply with all applicable EU export control and sanctions laws and shall not sell, export or re-export, directly or indirectly, any goods, software, technology or related technical data supplied under this Agreement to any destination, entity or person subject to EU restrictive measures, including the Russian Federation or for use therein in breach of Article 12g of Council Regulation (EU) No 833/2014, as amended.

2. Any breach of this clause shall constitute a material breach entitling LVD to suspend performance and/or terminate the Agreement without liability, without prejudice to damages and indemnification.

1. All preparatory studies, plans, jigs, assemblies, models, scale models, etc. remain our property. On no condition whatsoever may the Purchaser show them to or let them be used by third persons, subject to a lump-sum indemnity of 2,500 EUR, without prejudice to LVD’s right to demonstrate additional damage.