Article 1 - Definitions

Seller means NDH101, a Belgian company with registered office at 1050 Brussels, Rue Africaine 2 and registered at the Banque Carrefour des Entreprises (BCE) under the number BE-544 428 0847;

Buyer means the person whose details are shown on the purchase order, as defined below;

Order means the agreed order of the Buyer to the Seller submitted either by written order, or by any other means (telephone, fax, etc.);

Sales Terms mean these terms and conditions;

Products mean the products sold by the Seller to the Buyer under the Contract.


Article 2 - Scope: These terms and conditions apply to all sales both in Belgium and abroad. They appear on the back of every invoice and any order and the signing of any of these documents implies the buyer's adherence to these Terms, to the exclusion of all other documents. Any other condition imposed by the buyer will, unless expicitly accepted by the Seller, be unenforceable against NDH101. The fact that the company NDH101 does not prevail at a given time of any of these terms and conditions shall not be construed as a waiver to take advantage later of any of those conditions.


Article 3 - Order

a) An order may be made either directly by NDH101, or through their representatives. It becomes final only after the written acceptance by the customer NDH101.

b) From this acceptance, the sale is deemed concluded. Any modification or cancellation of order requested by the purchaser will be considered up to a maximum of 2 calendar days from the date of acceptance.

c) To be valid, the order must specify in particular the quantity of products sold and the agreed price, payment terms, place and date of delivery or collection.

d) Unless otherwise agreed, the confirmation of the order entails for the buyer: the acceptance of the Terms of NDH101, the recognition of having perfect knowledge and the waiver of its own conditions of purchase.

e) In case of shortage, NDH101 Company will respond to commands according to their order of arrival and the extent of its availability.

f) The benefit of the order is personal to the purchaser and is not transferable without the consent of the seller.

Article 4 - Price

Unless special arrangements specified on the confirmation order, the sale price indicated to the customer means EX WORK and exclusive of taxes and other duties.


Article 5 - Payment

a) All the selling prices of products listed in the agreement are established and payable in Euros (€) and do not include VAT. Unless otherwise specified in the order, the prices are excluding transport costs, transport insurance, packing and all other work and benefits, to be borne by the Buyer and more the sale price.

b) Unless otherwise expressly indicated on the Order Confirmation all transactions will be made by bank transfer only the account specified by the seller.

c) The payments shall be made to the following conditions: a deposit of 30% will be paid to the seller at the signing of the order, the balance will be paid to the seller within 8 calendar days from the date of invoice.

d) Failure to pay at maturity leads to the following immediate convention:

• The immediate payment of all outstanding claims.

• The ability for NDH101 to cancel any or all outstanding orders.

e) Our invoices are payable in full and cash.

f) If, exceptionally, we would have granted payment periods, it is expressly stipulated that the non-payment of a single installment gives full right to accelerate the maturity and the balance of all amounts due, in any capacity whatsoever, will be payable immediately without prior notice.

g) The stated due date may not be postponed without our express prior written consent. The deferment without our consent is equivalent to a non-payment and causes the application of the conditions listed above.


Article 6 - Delivery

a) Delivery shall be made either by direct delivery of the product to the buyer, or by simple notice of availability, or by delivery to a shipper or carrier in the premises of the NDH101 society.

b) In case of delayed shipment, no cancellation or termination may be considered valid if it is not preceded by a registered letter from the buyer. On receipt of this letter, NDH101 has the right to deliver the products for a maximum period of twenty days. The notice shall not be sent by the buyer before the initial shipment date.

c) The non-payment of a previous invoice, the non-receipt of the payment, the opening of bankruptcy proceedings and more generally any financial failure, a legal amendment of the Buyer, authorizes NDH101 to block any further deliveries and any ongoing delivery.


Article 7 - Transport

Goods travel at the risks of the Buyer to whom it belongs, in the event of damage or loss to do any findings or any reserves required by registered letter with acknowledgment of receipt within eight days of receipt of the goods from the carrier and, if necessary, to make any recourse against NDH101.


Article 8 -

a) Claims on non-conformity of the goods delivered or to the order waybill, will be made in writing within 8 days of the arrival of the goods. It is up to the purchaser to provide any justification as to the reality of defects or anomalies. The buyer will leave NDH101 to easily conduct on-site fault-findings by a staff member; no return of products can be made without the prior written consent of NDH101.

b) Any return of goods accepted by NDH101 will cause formation of a credit note for the benefit of the Buyer after the returned goods have been accepted as defective by NDH101. In case of non-compliance duly established, the buyer may obtain a free replacement or refund of the products, to the exclusion of any compensation or damages of any kind.


Article 9 - ownership retention clause

The transfer of ownership of the material object of this order or invoice is suspended until full payment of the order has been made by the Buyer. Buyer assumes until that date as the holder, at its expense, risk and liability of the same material in case of force majeure


Article 10 - Labels & Registered designs

The goods are delivered labelled, the buyer may not , unless otherwise agreed, remove or modify the labels in any way whatsoever.

The buyer undertakes to sell the goods purchased only in the stores specified on the order, and in accordance with the all enforceable laws, the buyer may not reproduce or export all or part of seen or purchased products or give no information for the reproduction. The buyer may not submit or resell on a website, whatever it is, the goods purchased without the prior permission of the NDH101 society.

All NDH101 models are registered in all subjects at the Federal Public Service Economy, SMEs, Self-employed and Energy, Office of Intellectual Property; North Gate III Boulevard du Roi Albert II, 16, 1000 Brussels. Any copy or likeness in any matter whatsoever could result in prosecution.


Article 11 - Advertising

NDH101 is only responsible for advertising material and submit it to the buyer. Any other material or advertising action is the sole responsibility of the purchaser and shall in any case be subject to the prior approval of the NDH101 company and does not damage its brand image.

Article 12 - Litigation competence

The Agreement is governed by Belgian law.

Any dispute concerning the conclusion, validity, interpretation, performance or termination of the contract or contracts or future transactions that may arise, and any other dispute, or in connection with, the Contract without exception will be the exclusive jurisdiction of the courts of the domicile of the defendant.

Article 13 - Force Majeure

The "Force Majeure" means any event likely to alter, delay or prevent the performance of its obligations by one party to the contract, which is outside the sphere of control of the affected part and this part does has not been able to prevent or overcome through diligence and reasonable forecast, such as acts of war, riots, fires, strikes, floods, earthquakes, or other natural disasters, government guidelines and similar events. Any failure or delay in performance of its obligations by the Seller will not constitute a default by the Seller, and will not give rise to any claim for damages against him, if and to the extent that such failure or delay of performance is caused by Force Majeure. If Seller is affected by a Force Majeure, it shall notify the Purchaser in writing Force Majeure Event and its anticipated effects. If such an event of Force Majeure continues for a period of more than one (1) month after the notification mentioned above and is not likely to be resolved, the Purchaser may terminate the Agreement by written notice to Seller through sending a registered letter with acknowledgment of receipt.


Article 16 - Securities & modification of these general conditions of sale

The section titles in this Agreement are for convenience only and may not be used to interpret the provisions of this Agreement. The present terms and conditions may be changed at any time without notice by the company NDH101