General Conditions

1. GENERAL

These general conditions of sale (hereinafter: the "General Conditions") apply to all quotations, price statements, specifications, agreements and invoices issued by Joseph Bricks BV (with registered office at Leemkuilstraat 12, 3630 Maasmechelen, registered with the Belgian Crossroads Bank for Enterprises under number 0645.760.177, where applicable trading as "Smoked Bricks") (hereinafter the "Seller" or "Joseph Bricks"). The quotations, price statements, specifications, agreements and invoices are without obligation and bind the Seller only after written confirmation. Any price changes shall not give rise to compensation or to dissolution of the agreement by the buyer.

2. ORDERS

Orders are deemed accepted only after Joseph Bricks has confirmed its agreement. Prices always apply ex works, unless expressly stated otherwise. No order received and accepted by Joseph Bricks may be cancelled except with written consent. If the buyer cancels the order in whole or in part, or fails to meet its obligation to take delivery, the buyer shall owe Joseph Bricks, unless expressly stated otherwise by Joseph Bricks and without any notice of default being required, an amount of 10% of the total order or invoice value, with a minimum of EUR 125 per 1,000 bricks cancelled or not collected by the buyer. Cancellation is never possible in respect of goods already delivered, nor where the order concerns specific or custom-made goods within the meaning of Article 1585 et seq. of the (old) Civil Code. Any samples provided serve as an indication of brick type. A sample constitutes a delivery sample for a specific site only where this has been agreed in writing.

3. DELIVERY PERIOD

Delivery periods granted by Joseph Bricks are always approximate and without obligation. In the event of late delivery, no penalties may be imposed for the delays incurred, nor may compensation or interest be claimed. If Joseph Bricks is prevented by force majeure from delivering, or from delivering in the normal manner, it shall be entitled to extend the delivery period by the duration of the force majeure, or to dissolve the agreement without being liable for any compensation. Force majeure includes, among other things: war, civil unrest, riots, epidemics or pandemics, strikes, failure of machinery and/or tools, unavailability of transport, interruptions in the supply of raw materials or energy, government measures, and any other circumstance that makes it reasonably impossible for Joseph Bricks to deliver in the normal manner.

4. TRANSPORT

Any transport of the purchased goods takes place at the risk of the buyer or of the recipient designated by the buyer, including any carriage-free shipments.

5. INVOICING

For invoicing purposes, only the quantity established at our works is valid. A consignment note, delivery note or similar document provided on delivery of the goods is deemed to state the quantity of goods delivered correctly. Disputes as to quantity will be considered only if raised immediately on receipt of the goods and notified to us within eight days at the latest.

6. COMPLAINTS

Laying or otherwise working the materials, in any manner whatsoever, constitutes irrevocable acceptance of the materials ordered and/or delivered. We can no longer accept complaints notified to us after part of the delivered goods has been laid. A complaint is admissible only if the buyer can demonstrate a defect in the materials and the complaint is notified to Joseph Bricks in writing within seven days of delivery. Our liability applies only where it is proven that the goods delivered have become unusable as a result of facts for which we are responsible. Normal wear and tear and other causes not attributable to Joseph Bricks, such as incorrect handling, overloading and the like, release Joseph Bricks from all liability. Joseph Bricks disclaims all liability for indirect damage or loss of profit and does not pay any costs arising from delays in our deliveries. Variations in colour and structure are inherent in heavy clay products and are therefore not to be regarded as a defect in the product. Minor damage that does not materially affect the usability of the products may likewise not be regarded as a defect in the product.

7. SELLER'S LIABILITY

The liability of Joseph Bricks, on whatever basis, is limited to no more than the invoice value of the goods delivered to which the complaints found justified by Joseph Bricks relate, or to the exchange of those goods for similar goods, or to a reduction of the purchase price, at the buyer's option. If Joseph Bricks proceeds to exchange the goods, the associated transport costs shall be borne by Joseph Bricks. If Joseph Bricks proceeds to reduce the purchase price, that reduction shall consist of the part of the purchase price attributable to the defective goods, or to the extent of the defect in the goods. Joseph Bricks is never liable for consequential loss, or for direct or indirect business losses, losses due to stoppages, delays in construction, loss of orders, loss of profit, processing costs and the like. The buyer indemnifies Joseph Bricks against any liability towards third parties extending beyond the liability that Joseph Bricks has towards the buyer.

8. DATA PROTECTION

The buyer hereby expressly confirms that all data it transfers to Joseph Bricks has been collected in accordance with the applicable GDPR legislation (EU 2016/679). Accordingly, the buyer shall indemnify Joseph Bricks in the event that Joseph Bricks receives any claim from a natural person whose data was transferred to, collected and/or processed by Joseph Bricks for the performance of the assignment. In all other respects, the provisions set out in the Joseph Bricks Privacy Policy apply, or those set out in any data processing agreement.

9. PAYMENTS

Payments shall be made without deduction or discount within thirty days following the invoice date, unless stated otherwise on the front of the invoice. If an invoice remains unpaid within 15 days after the due date, the buyer shall additionally owe, without any reminder, fixed compensation of 10% of the invoice amount, with a minimum of EUR 125. Complaints relating to the goods delivered do not entitle the buyer to suspend payment and/or to invoke any right of retention. The time of payment is the moment at which the amount due is credited to the Seller's account. Incoming payments shall be applied first to interest and costs and then to the oldest outstanding principal sum(s), irrespective of any statement by the buyer to the contrary. Non-payment of an invoice on its due date renders all other outstanding invoices immediately due and payable.

10. SECURITY

If the buyer fails to meet its payment or other obligations, or fails to do so on time; if it refuses to pay in advance or to provide security; if it files for bankruptcy or suspension of payment; if any asset of the buyer is attached; or if it sells or liquidates its business, all claims of the Seller against the buyer become immediately due and payable. In addition, Joseph Bricks is entitled, alongside the other rights conferred on it by law and by the agreement, either to suspend its obligations or to dissolve the agreement in whole or in part by simple notification, without any notice of default or judicial intervention being required, without prejudice to the possibility of claiming compensation in addition to or instead of the suspension or dissolution.

11. INTEREST

In the absence of payment on the due date, the invoice shall by operation of law bear statutory interest in accordance with the Act of 2 August 2002, together with fixed compensation of 10% of the total invoice value, with a minimum of EUR 250. The buyer shall be in default without any reminder being required, solely by the expiry of the period.

12. RETENTION OF TITLE

Joseph Bricks remains the owner of the goods sold and delivered until the buyer has met all of its obligations, including payment of the invoice principal, interest and costs. Any costs incurred in enforcing this retention of title shall always be borne by the buyer. The risks of storage nevertheless rest with the buyer from the moment the goods pass to it until the buyer is given possession of the goods. Joseph Bricks is entitled, by simple notification, to dissolve the agreement(s) with the buyer if the latter fails to comply with any obligation under those agreement(s). Pledging the goods or transferring them by way of security is not permitted before the invoice has been paid in full.

13. ORDER OF PRECEDENCE

These General Conditions take precedence over any conflicting or differing purchase conditions of the buyer. Deviating clauses and/or additional conditions are binding on Joseph Bricks only where they have been accepted in writing. If one or more provisions of the agreement concluded between Joseph Bricks and the buyer prove not to be legally valid, the remaining provisions shall remain in force. The invalid provisions shall be replaced by provisions that, having regard to the intention of the parties, come as close as possible to those provisions in a legally effective manner.

14. JURISDICTION

The courts of the place of Joseph Bricks' registered office have jurisdiction over all disputes arising from our contracts, as well as over transactions relating to bills of exchange. The parties agree that Belgian law applies.

15. AVAILABILITY FOR INSPECTION

Translations of the General Conditions may be requested at the registered office of Joseph Bricks. In the event of any difficulty of interpretation, only the Dutch version is to be regarded as legally valid.

Übersetzungen der Allgemeinen Verkaufsbedingungen können am Sitz der Gesellschaft angefordert werden. Bei Auslegungsfragen ist ausschließlich die niederländische Fassung rechtsgültig.

Une traduction des conditions générales de vente peut être obtenue au siège social de la société. En cas de difficulté d'interprétation, seule la version néerlandaise fait foi.

A translation of the general conditions of sale may be obtained at the registered office of the company. In the event of any difficulty of interpretation, only the Dutch version is legally valid.