General terms and conditions of XALIS BV

1. All the following provisions together form the general contract terms and conditions applicable to all offers and invoices issued by Xalis bv, registered in the Crossroads Bank for Enterprises under the number 0475.938.913 (hereinafter, Xalis).
2. Unless otherwise agreed in writing (if a written agreement was concluded between the parties, signed by both parties, concerning the activities invoiced on this invoice, then these general invoice conditions must be read together with it; in the event of contradiction, the written agreement shall prevail), all of Xalis' works shall always take place under the general conditions determined above and below. They form an integral part of all offers of, orders in respect of, agreements with and invoices from Xalis. They apply to the exclusion of all general conditions appearing on any document emanating from the client. A deviation from or amendment of these general conditions can only be invoked against Xalis if Xalis has expressed its agreement to this in advance and in writing. Such deviation or amendment shall moreover only apply once.
3. The agreement is concluded after acceptance of Xalis' quotation by the client. However, Xalis reserves the right at any time to demand payment by the client of an advance and/or other type of guarantee to be determined by Xalis before starting or continuing the activities.
4. The prices and conditions stated by Xalis are only valid if accepted by the customer within 30 calendar days from the date of the offer. Xalis reserves the right, even after contract conclusion, to adjust prices due to price changes made by Xalis's suppliers or other objective circumstances which aggravate Xalis's commitment.

Xalis's offers only include those performances which are expressly mentioned in them, whereby it is assumed that no other difficulties or problems will arise than those communicated to Xalis at the start. Additional wishes of the customer, unforeseen circumstances, additional difficulties, additional work, in short, everything not explicitly mentioned in Xalis's specifications and offers, is not included in Xalis's price. All changes to the order, of whatever nature, may be the cause of price increases or extension of execution periods.

The price shall be increased by all taxes and duties levied or to be levied by any government, as applicable on the day of delivery.

Discounts are deemed to have been granted once each time. Previously granted discounts do not bind Xalis in any way for a later agreement.

5. Xalis's offers are only valid for totality and are indivisible.
6. Every agreement with, and every order, offer and/or acceptance by the customer binds the parties irrevocably. Cancellation after commencement of services is not possible.
7. a) In case of cancellation of the contract by the customer, for whatever reason, Xalis is entitled to compensation from the customer, consisting of, among other things, lost profit and costs already incurred, together estimated as a lump sum of 20% of the price (excluding VAT), the excess to be proved by us. This compensation shall be the consideration for the customer's exercise of its right to withdraw completely and definitively from its obligation towards Xalis by payment of what is deemed to be completely reasonable compensation.
8. b) In the event of cancellation by Xalis for whatever reason but except in the cases mentioned in articles 7 and 19 of these general terms and conditions, the customer is entitled to compensation vis-à-vis Xalis, the minimum of which shall be fixed at 5% of the price (excluding VAT), the excess to be proved by the customer. This compensation shall be the consideration for Xalis being able to exercise the option of discharging itself completely and definitively from the obligation vis-à-vis the customer by payment of a compensation which is considered perfectly reasonable.
9. With regard to the customer, Xalis may consider the agreement legally and without prior notice of default as dissolved in case of bankruptcy, concurrence of creditors, apparent insolvency or any change in the customer's legal situation. In that case, Xalis is entitled to compensation as stipulated in Article 6.a) of these conditions.
10. The starting dates and execution deadlines stated by Xalis are expressed in working days, are only given as an indication and can never be considered binding by the customer. In no case can lateness, if not truly unreasonable, give rise to compensation at Xalis' expense or dissolution of the agreement by the client.
11. Also considered as force majeure are any events rendering the execution impossible, difficult or loss-making, even if foreseeable, such as, but not limited to, fire, natural circumstances (such as frost, exceptional rainstorms, floods, severe drought), delays by suppliers, illnesses, staff shortages, seizure, strikes, lock-outs, accidents, breakdown of machinery, scarcity of means of transport or raw materials and company organisational circumstances. Temporary interruption of the work due to force majeure shall entail, ipso jure and without compensation, an extension of the originally determined period of execution by a period equal to the duration of the interruption, plus the period of time normally necessary to restart the work. The same rule applies in the event of strikes and lock-outs.
12. If a significant and disproportionate hardship is caused to the interests of Xalis as a direct result of changes in economic and/or business conditions beyond Xalis' control, even if they were foreseeable, the parties shall, upon simple request, meet promptly to consider whether such a hardship exists and, if so, what, if any, amendments to the terms of the contract are necessary to provide for a fair and equitable solution to mitigate, remove or avoid such hardship.
13. All complaints regarding the executed works are only valid if they are reported in writing by the client to Xalis by registered letter within eight calendar days after execution of the works, with a clear description of the defects, all under penalty of cancellation.
14. All complaints regarding an invoice must, on pain of lapse, be submitted to Xalis by registered, reasoned letter within eight calendar days of the invoice date.

Reverse charge. In the absence of a written dispute within a period of one month from the receipt of the invoice, the customer shall be deemed to acknowledge that he is a taxable person liable to submit periodic returns. If that condition is not met, the customer shall be liable for payment of tax, interest and fines due in respect of that condition. Unless there is collusion between the parties, Xalis is discharged from any liability to pay VAT, interest and fines if the customer does not comply with the conditions for the reverse charge of VAT and has not reported this to Xalis correctly and in time.

14. The unreserved payment by the customer of part of an invoiced amount shall be considered as acceptance of the entire invoice on the part of the customer as well as acceptance of the work carried out.
15. Xalis may only be held liable in cases of gross error, gross negligence or intent. In any event, its liability is limited to compensation for foreseeable, direct and personal damage, and in no case can it be held liable for indirect or consequential damage, such as, but not limited to, loss of profits, financial or commercial losses, loss of production, business interruption, loss or damage to data, loss of contracts, disruption of planning or production processes. Its overall liability is also limited to the amount covered by insurance underwritten by Xalis. In the absence of insurance or if, for any reason, no cover is provided, any liability claim in principal and incidentals shall be limited to the amount paid by the customer under the relevant contract. In the event of truly unreasonable lateness in performance by Xalis,

- without prejudice to the foregoing, Xalis shall be liable to pay compensation to the client. This compensation shall amount to a maximum of 5% of the total price excluding VAT of the client's order.

- is, unless an arrangement of payment by instalments has been agreed with the customer, the customer is entitled to suspend the performance of its obligation to pay be it only for the services that were actually delivered by Xalis unreasonably late.

16. The customer cannot withhold payments or parts of payments in respect of Xalis by way of security.
17. All invoices are payable at Xalis' registered office, net without discount, no later than the due date as stated on the invoices or, failing this, within 30 calendar days after the invoice date. If, upon request, the invoice is issued in the name of a third party, the ordering party shall at all times remain jointly and severally liable to Xalis.
18. In the event of late payment, a default interest of 12% per annum shall be payable on the outstanding balance by operation of law and without prior notice of default, and the debt balance shall be increased by 15% by operation of law and without prior notice of default, with a minimum of EUR 125.00, by way of a lump-sum penalty clause, without prejudice to the right to reimbursement of legal costs and recovery costs incurred as a result of late payment.
19. In case of non-timely payment of the amounts owed by the customer, Xalis reserves the right, with regard to the customer, either to suspend its further obligations for the whole or for the part still to be executed of all or certain agreements still running with the customer until full payment of the outstanding amounts, at the risk of the customer, or to consider all or certain agreements still running with the customer as dissolved by operation of law, more compensation as stipulated under the article 6(a) of these conditions. In case of non-timely payment of an invoice, in case of concurrence of the customer's creditors and when the customer is subject to insolvency or dissolution proceedings, all outstanding invoices shall become immediately due and payable.
20. As security for payment of all sums owed by the customer to Xalis, under whatever title, the customer pledges in favour of Xalis all present and future claims against third parties, on whatever account, as well as the goods delivered under the invoice which remains unpaid and under subsequent invoices and the goods owned by the customer just before any concurrence of creditors of the customer. Xalis is entitled to exercise a lien on goods of the customer until payment of its invoices, even if it receives these goods in execution of other orders.
21. Xalis expressly reserves the right to address its client's client directly for payment by application of Art. 1798 of the Civil Code if the client fails to make payment.
22. Every transaction, under whatever agreement, between Xalis and the client takes place within the framework of an overall business relationship between the two. All transactions between Xalis and the customer are therefore interrelated. Consequently, Xalis has the right at all times, even after bankruptcy or any other cause of concurrence, to set off all mutual claims and debts against each other in the manner and to the extent it chooses.
23. Any invalidity of a clause or part thereof shall not affect the other clauses/parts.
24. In the event of any dispute relating to an offer, agreement and/or these general terms and conditions,

- only the Ondernemingsrechtbank Gent, Kortrijk division, the Rechtbank van Eerste Aanleg West-Vlaanderen, Kortrijk division and the Vredegerecht van Roeselare are competent to settle any disputes.

- only Belgian substantive and procedural law applies.