General Terms and Conditions
MARINE LIGHTS SYSTEMS International bvba, Verbondstraat 10 B 2, 2000 Antwerp, Belgium

1. General
The following general terms and conditions of sales, delivery and payment apply to all the business
Transactions between the company MARINE LIGHTS SYSTEMS International bvba (abbreviated as MLSI in the following text) and the respective buyer and/or purchaser (indicated as “customer” in the following). These terms and conditions apply to all kinds of contractual agreements between the two parties. Deviations from these conditions – especially regarding the validity of regulations, delivery, business and/or conditions of payment of the customer – require our formal, written acknowledgement; our silence does not signify our approval. Acceptance of our conditions without contradiction signifies the customer’s consent, even if the customer excludes the acknowledgement of other conditions in his terms and conditions. Our propositions (price, quantity, delivery deadline, supply options, etc) are non-binding; we are allowed to correct errors in the pricing. The orders are binding for us only as long as we confirm them or meet up with them by consignment of goods and oral, additional agreements will be binding, only if we confirm them in writing. The utilization of the delivered goods requires that trademark rights of third parties are in no way affected or damaged. Acceptance of assignments requires the creditworthiness of the customer. The absence of this precondition during or after the signing of the contract entitles us to withdraw from the
agreement or demand immediate payment, regardless of the existence of promissory notes.

2. Delivery / Delivery period/ Delivery deadline
2.1 As long as we provide our own packaging and transport means, the costs connected herewith including postal and packaging expenses, etc. will be borne by the customer and will be separately calculated, unless otherwise indicated with original invoicing.
2.2 As long as the customer is behind with a payment or a liability, we are not entitled to deliver.  MLSI cannot be hold responsible for any damage or consequences due to delay in delivery, whatever the reason.
2.3 For the scope of the delivery, our written confirmation of the order is decisive in case of an order with temporal binding and acceptance of the proposition submitted in due time, as long as no timely confirmation is present. Additional agreements and amendments require our written confirmation.
2.4 The delivery period mentioned by us is only approximate.
2.5 MLSI is entitled to perform partial deliveries or services and in as much we are entitled to charge the customer for the above.

3. Costs / Payment
3.1 Our prices for delivery are valid from the main distribution point in the province of Antwerp – Belgium onwards and do not include packing, VAT and/or insurance, unless otherwise written indicated.
3.2 All goods are delivered only after reception of payment, unless written a written agreement confirms a different payment delay. Our bills are payable net cash without any deduction.
3.3 On violation of the payment deadline (see point 2), we are entitled to claim the breach of regulation and levy an interest as is foreseen in European legislation (Euribor + 6%).
3.4 In case of delay in payment and doubts regarding the solvency or creditworthiness of the customer, we are authorized regardless of our other rights to claim sureties or advance payments for outstanding deliveries and make all demands of the business relation immediately payable.

4. Dispatch / Transfer of risk / Acts of nature
4.1 Shipping and transmission are not insured for and will be carried out at the risk of the customer, unless not explicitly otherwise agreed upon. Special desires of the customer with respect to the shipping and shipping routes will be taken into consideration; the extra costs pertaining hereto, even in case of carriage paid delivery will be borne by the customer.
4.2 The customer bears the risks involved after the dispatch of delivery items and even in case of partial deliveries, where we accept the costs for shipping or carriage and assembly. If the shipment is delayed due to circumstances that are covered for by the customer, the risk is carried by the customer from the date of shipping readiness. Delivered goods are to be accepted by the customer regardless of any rights, even if they contain any immaterial defects.

5. Guarantee / Liability / Indemnity
5.1 Our liability is basically limited to purpose and gross negligence; the same applies to our subdealers and legal representatives too. All details regarding the aptitude, processing and application of our products, technical consulting, etc. are given to the best of our knowledge, though not excusing the customer from examination or inspection of the same.
5.2 It is the customer’s duty to immediately scrutinize the delivered goods on receipt or possibly conduct a sample test for defects with respect to the consistency and purpose, which otherwise clearly indicates acceptance of the goods.
5.3 Objections and/or claims will be considered only when they have been placed in writing with due submission of evidences of hidden defects on discovery, within 10 days after delivery. Objected goods can be sent back only on our clear assent.
5.4 Liability for defects in the delivery or absence of characteristics in the goods, is limited to the conditions and guarantee regulations issued by the manufacturer. Any indemnity compensation is strictly limited to the value of the goods delivered by MLSI.
Replaced parts will be our property. Our liability is limited to the surrender of the liability claims that is due to us as against the supplier of the products. Insofar legal regulations compel an extended deadline, the above is applicable. The deadline begins with the transfer of the item to the customer or the person assigned by him.
5.5 Our liabilities do not cover damages due to improper application, defective assembly or commissioning through the customer or third parties, natural wear-out, defective or neglectful handling, improper equipment, alternative materials, chemical, electrochemical or electrical influences, etc as long as these do not require redemption due to gross negligent or purposeful behavior of the contractor. MLSI can not be held responsible in any way for wrongly installed products carried by any companies, electricians or ship repairers.
Inappropriate changes or repairs brought about by the customer or third parties without our prior assent relieve us of the pertaining liabilities and their consequences.
Further claims of the customer, especially claims regarding compensations for damages, will not be accepted or valid.
5.7 So long as legally allowed, our liability for services regarding indemnities, regardless of the legal grounds is limited to the invoice value of the goods quantity involved in the damaging event.
6. Retention of title / Extended retention of title
6.1 Till the complete payment of our amounts receivable from the business relation (including the additional claims, indemnities, payment of checks) with the customer, the sold articles remain at our custody. The customer is entitled to dispose of the bought goods in a fair course of business; this does not apply if resignation is or is to be prohibited between the customer and his buyer.
6.2 The goods and superseding claims shall neither be attached to third parties, nor be assigned or ceded before the complete payment of our claims. We have to be informed by registered post by the customer of access to the goods and claims belonging to us by third parties (for e.g., mortgage, confiscation, etc.); this apart, the customer has to place all information and/or documents under full reserve to our rights at our disposal; enforcement officers or third parties are to be directed to our custody of property and cessions.
6.3 Duly delivered goods cannot be returned. Considering that we take back goods in exceptional cases and with an explicit, written consent, MLSI is fully entitled to levy charges for inspection, repairs and storage at the rate of 20% of the commodities
price. The revocation can be done only on the grounds that the commodity is clean, defect-free and saleable. Otherwise, we are authorized to refuse the revocation and send it back to the customer on his expense.

7. Acceptance
7.1 Receipt and acceptance of the article of sale/delivery item is to be effected after the delivery. This is carried out after completion of the function test within 5 working days after delivery. After the function test, the commodity or article is considered accepted unless the customer has refused acceptance of or rejected the delivery item explicitly in writing. Partial deliveries and services can be accepted or received separately. Defects that are noted at the time of acceptance of the items are to be recorded in the acceptance certificate and the contractor immediately informed thereof.
7.2 Should the customer not accept the goods/service, the client will have to present the reason(s) behind such an act of non-acceptance or non-statement in writing within 2 weeks after delivery. Should this time limit elapse, then the acceptance will be considered to have actually taken place.
7.3 If the services/goods are to be accepted, then the payment claim of the contractor is due within 7 days after the (fictitious) acceptance, unless otherwise stipulated or specified.

8. Proprietary rights and copyrights / Non-disclosure / Privacy
8.1 It is acknowledged that the customer hast a non-exclusive, non-transferable right of use to the data, related documentations and subsequent amendments for internal use of the products, for which data has been supplied. The holder of rights however is the manufacturer solely.
8.2 The parties to the contract are bound to treat all unapparent state of affairs or facts that come to their notice within the scope of the business relationship as trade secrets. Drawings, samples, bills, submittals, templates, sketches, tools, production materials, etc. cannot be handed down to third parties or be made accessible to them in some form or the other without our formal consent. The same applies to the conceded rights of use or documents ceded by the manufacturer.
8.3 The customer formally consents to the contractor storing, processing and/or evaluating the data or information about the contractor, that are known through the business relationship as per the data privacy act. The contractor is to utilize this data exclusively in the sense of the data privacy act.

9. Place of fulfillment / Legal domicile / Various
9.1 Should any regulations of the contract or this set of terms of terms and conditions or any future regulations come to be totally or partially legally ineffective or not feasible or lose their legal effect or feasibility later and/or contain any regulatory gaps, then the remaining of these terms and conditions are to be totally unaffected thereby in any manner. Such ineffective or non feasible conditions or the regulatory gaps can be replaced / filled in by legally appropriate regulations, nearest to the above in view of their sense and purpose, with respect to the contract and both the parties involved, when at all taken into consideration during the signing of the contract or later on.
9.2 In case of any disputes arising out of the contractual relationship, MLSI is authorized to file a suit at the law court in charge or / pertaining to its registered/business office or branch office(s) performing the delivery transactions, be the customer a merchant or a corporate body under public law; the place of fulfillment and the legal domicile for all such legal disputes arising out of this business relationship, including checks and promissory notes, is the county/local court in Antwerp, Belgium. MLSI is also entitled to file a suit at any court pertaining to the business/registered office of the customer.
9.3 The customer is not entitled to withdraw, cede, mortgage outstanding bills, claims and/or rights to pertaining to this contract or by any other means, transfer these to third parties or encumber these without our written consent.
9.4 The usage/application of foreign laws is ruled out; the laws of Belgium excluding the laws pertaining to the international sales of movables are solely applicable, even if the customer has his registered office abroad.

Version MLSI - August 2008