GENERAL TERMS AND CONDITIONS VDS WEAVING

1. Definitions

1. VDS: VDS Weaving NV, with registered office at Industriepark “De Bruwaan” 16, 9700 Oudenaarde, registered in the CBE under number (BE) 0416.158.110 (email: info@vdsweaving.com; website: http://www.vdsweaving.com/).
2. The Customer: any business (company or natural person) that enters into an agreement or calls upon VDS for the supply of Products and/or Services and/or the execution of an assignment, with the exception of consumers.
3. Products: all goods developed and/or produced and/or sold by VDS.
4. Services: all services performed by VDS in the context of the agreement with the Customer, including but not limited to the delivery of Products.
5. Custom Products: Products developed, manufactured and/or produced based on the wishes and choices of the Customer or intended for a specific Customer.
6. Agreement: all agreements concluded between VDS and the Customer relating to the production/sale/development of the Products and/or the Services provided by VDS.

2. Scope

2.1. The Customer expressly declares, prior to entering into the agreement with VDS, to have taken note of these general terms and conditions (hereinafter: “GTC”) and to accept them. These GTC form an integral part of all Agreements between VDS and the Customer, to the exclusion of the Customer’s own general terms and conditions. Information in brochures, posters, websites, catalogues, illustrations and similar materials is purely descriptive and does not bind VDS.

2.2. The Agreement is knowingly entered into by the parties, with full understanding and without mutual dependence. The parties expressly acknowledge that a balanced legal relationship is established between them.

2.3. Deviations from the GTC are only possible with the express and written consent of VDS. Deviations apply only to the order/assignment to which they relate.

2.4. Failure by VDS to demand performance of the provisions of the GTC does not imply a waiver of those provisions.

2.5. VDS reserves the right to amend the GTC at any time for future Agreements. For ongoing Agreements, VDS may amend the GTC if a valid reason exists (e.g. compliance with legislative changes). The most recent GTC are always available on the VDS website:

https://vdsweaving.com/nl/verkoopsvoorwaarden  – Dutch

https://vdsweaving.com/en/terms-and-conditions  – English

2.6. The invalidity of any provision of these GTC does not affect the applicability of the remaining provisions. An invalid provision will be replaced by a provision that most closely reflects the intention of the parties.

3. Quotations and Prices

3.1. All quotations relate solely to Products and/or Services as explicitly described. Quotations are valid for one month unless explicitly stated otherwise. All prices are expressed in euros and are exclusive of VAT, other taxes and costs.

3.2. Obvious errors in the quotation do not bind VDS. The signatory of a quotation/Agreement on behalf of the Customer is deemed authorised to do so, without VDS having to request further information.

3.3. The Agreement is only concluded after express and written acceptance of the quotation or, in the absence of a quotation, upon signing of the Agreement between VDS and the Customer.

3.4. Quotations do not automatically apply to future orders. A composite price quotation does not oblige VDS to perform part of the order at a corresponding part of the quoted price.

3.5. VDS is entitled to request an advance payment.

3.6. A lack of (immediate) protest against a partial payment by the Customer can never be interpreted as acceptance by VDS.

3.7. By accepting the quotation, the Customer expressly agrees to the use of electronic invoicing by VDS.

4. Payment

4.1. Payment is made in cash at the registered office of VDS, without deduction or set-off, within 30 days of the invoice date, unless another payment term is stated on the invoice. Exchange rate risk is borne by the Customer.

4.2. In case of non-payment, the Customer owes, by operation of law and without prior notice of default, interest of 12% per year on the outstanding amount, plus a lump-sum compensation (including follow-up, administrative and collection costs) of 10% of the outstanding principal amount, with a minimum of €250 per invoice.

4.3. Non-payment of an invoice on its due date renders the outstanding balance of all other invoices, even those not yet due, immediately payable by operation of law.

4.4. Invoice disputes must be submitted in writing within 8 calendar days of the invoice date, under penalty of forfeiture.

4.5. In case of non-payment, VDS has the right to suspend further performance until full payment of principal, interest and costs, without recourse by the Customer.

5. Duration and Termination

5.1. Unless otherwise agreed, the Agreement terminates automatically upon the death, apparent insolvency, voluntary or compulsory dissolution, liquidation or bankruptcy of the Customer, without the Customer being entitled to compensation. VDS retains the right to invoice the services already performed.

5.2. If confidence in the Customer’s creditworthiness is undermined by acts of enforcement or other events that question or render impossible the proper performance of the Customer’s obligations, VDS has the right, even if Products have already been shipped, to suspend the entire order or part thereof and to request appropriate guarantees. If the Customer refuses, VDS may cancel the order in whole or in part, without prejudice to its right to compensation.

5.3. In case of serious breach by the Customer (including but not limited to: non-payment of invoices, non-payment of advance, failure to provide necessary information, failure to attend appointments), VDS may terminate the Agreement with immediate effect by simple written notice, without the Customer being entitled to compensation. VDS retains the right to claim damages.

5.4. In case of proven serious breach by VDS, the Customer also has the right to terminate the Agreement by simple written notice.

5.5. Without prejudice to Article 5.4, an order cannot be cancelled. If the Customer nevertheless cancels an order or unilaterally terminates the Agreement, a compensation of 30% of the principal amount is due. For Custom Products, if production has already started, compensation of 60% of the principal amount is due. This is without prejudice to VDS’s right to claim actual damages. VDS may prove that production has started by any means. The Customer expressly acknowledges that this clause is justified given the limited resale value of Custom Products.

6. Delivery

VDS exercises the greatest possible care in performing the Agreement. However, the indicated (delivery) periods are purely indicative and non-binding and therefore not an essential part of VDS’s obligations. Delays cannot give rise to compensation or termination of the Agreement by the Customer.

7. Retention of Title

7.1. The Products remain the full and exclusive property of VDS until the price has been paid in full (including costs, taxes, interest).

7.2. The Customer is not permitted to process or dispose of the Products while they remain the property of VDS. If the Customer nevertheless processes or resells the Products, the Customer assigns its claims arising from such processing or resale to VDS.

7.3. Once the Products are delivered, all risks of damage, loss or theft pass to the Customer. The Customer must adequately insure the Products subject to retention of title, particularly against fire, water damage, explosion and theft.

7.4. If the Customer fails to meet its obligations, VDS is entitled to reclaim the Products subject to retention of title.

7.5. Paid advances remain acquired by VDS as compensation for possible losses upon resale.

7.6. VDS has a right of retention over the Customer’s goods and documents in its possession as a result of the execution of the Agreement. This right of retention serves as security for all claims and costs owed by the Customer to VDS.

8. Liability

8.1. The parties expressly exclude the statutory provisions on non-contractual liability contained in Book 6 of the Belgian Civil Code in their mutual relationship, as well as towards any auxiliary persons. The parties shall indemnify each other against any third-party claim based on non-contractual liability in the context of the execution of the Agreement.

8.2. VDS’s liability is in any case limited to foreseeable, direct and personal damage, excluding all consequential damage. Consequential damage includes, but is not limited to: loss of profit or income, loss of business opportunities, commercial losses, increased costs, lack of expected savings or benefits, loss or damage to data, loss of customers, regardless of the cause.

8.3. VDS’s Products are deemed delivered in good condition and are not taken back, except where legally required. Processing and/or cutting of the Products, or part thereof, constitutes acceptance, unless a non-conformity only becomes visible during processing. The warranty obligation for non-conforming Products is limited to repair or replacement.

8.4. VDS’s liability, regardless of legal basis, for damage arising from or related to an Agreement, regardless of how the damage was caused, is further limited to the value of the relevant Agreement.

8.5. The risk allocation in this article was taken into account when agreeing the mutual obligations and was agreed with a view to balancing the economic risks between the parties.

8.6. None of the liability exclusions or limitations in these GTC apply to liability for intent or gross negligence by VDS or its appointees, nor may they be interpreted in a manner contrary to mandatory (inter)national law.

9. Complaints

9.1. All Products must be inspected immediately upon delivery by the Customer. Any complaints regarding non-conformity must be reported immediately and no later than 8 calendar days after discovery or when the non-conformity reasonably could have been discovered, and in any case before acceptance of the Products (in accordance with Article 7.3 GTC), by written notice to VDS. Complaints not submitted within these deadlines are inadmissible.

9.2. Complaints do not release the Customer from its payment obligations.

9.3. Every admissible complaint will be handled substantively. If the complaint is justified, VDS has the right, at its discretion, to re-deliver or repair the Products at its own expense, or to credit the invoices relating to the Products in whole or in part. By fulfilling one of these obligations, VDS is fully discharged from any liability.

10. Force Majeure

If VDS is temporarily or permanently unable to perform the Agreement due to force majeure—including but not limited to illness, accidents, war, strikes, shortage of raw materials and/or labour at VDS or its suppliers, mandatory closures by government measures, uprisings, natural phenomena, travel restrictions or bans, and pandemics—VDS has the right to suspend the Agreement for the duration of the force majeure situation. If the situation becomes permanent, VDS is no longer obliged to fulfil its obligations. VDS is not liable for any delay or damage suffered by the Customer due to force majeure.

11. Confidentiality and Intellectual Property Rights

11.1. The Party receiving confidential information from the other Party may only use it for the purpose for which it was provided.

11.2. Each Party must respect all intellectual property rights of the other Party or any third party. Nothing in the GTC may be interpreted as a transfer of intellectual property rights from one Party to the other.

12. Privacy

12.1. VDS processes the Customer’s personal data in accordance with data protection legislation and its privacy policy, available on the VDS website:

https://vdsweaving.com/nl/privacy-policy/  – Dutch

https://vdsweaving.com/en/privacy-policy/ – English

12.2. The Customer expressly confirms having consulted and accepted VDS’s privacy policy.

13. Applicable Law

These GTC, as well as all orders and related assignments and documents, are governed exclusively by Belgian law. All disputes between the Parties shall be submitted exclusively to the competent courts of the district of Ghent, division Oudenaarde, unless mandatory legal provisions dictate otherwise.

Version October 2025