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1. GENERAL

1.1. Definitions

Confidential Information: has the meaning set out in article 13.1

Contractor: The Contractor is:

– AQ BV, a private limited liability company incorporated under the laws of Belgium, with registered office at Wilmingtonstraat 3, 2023 Antwerp, Belgium and with registered number 0873 012 371; or

– AQ Degassing BV, a private limited liability company incorporated under the laws of Belgium, with registered office at Wilmingtonstraat 3, 2023 Antwerp, Belgium and with registered number 0679 648 316.

Customer: has the meaning set out in article 1.2.3.

General Terms and Conditions: has the meaning set out in article 1.2.1.

Parties: parties shall mean the Customer and the Contractor, and a reference to Party shall mean either one of them.

Services: the services consist of:

– re-conditioning of chemical or petrochemical products;

– supervision of all re-conditioning activities;

– all kind of advising and consultancy

– recommendations in connection with handling, storage, safety, product characteristics, etc.;

– process control;

– training and supply of personnel;

– development (rental) and sale of equipment, and devices in connection with the aforementioned activities.

1.2. Application

1.2.1. All relationships of commercial nature entered into by the Contractor are subject to these general terms and conditions (the “General Terms and Conditions”).

1.2.2. Any deviations from the present General Terms and Conditions shall only be possible after explicit and written consent of the Contractor. If in respect of one specific agreement or one specific order, the Parties explicitly deviate in writing from all or part of the General Terms and Conditions, the General Terms and Conditions will remain in effect between the Parties for the remaining provisions and other, previous or subsequent offers, orders and agreements.

1.2.3. The principal of the Services is considered to be a professional customer relying on the Contractors’ Services for professional purposes (the “Customer”). Belgian and/or European consumer protection legislation does not apply.

1.3. Acceptance

1.3.1. These General Terms and Conditions apply to any offer made by the Contractor and to any agreement concluded between the Contractor and the Customer.

1.3.2. Before an agreement is concluded or an order can be placed, the text of these General Terms and Conditions shall be made available (electronically) to the Customer in such a way that it can be easily consulted and saved by the Customer. The Contractor shall indicate the way in which the General Terms and Conditions can be consulted on its website and shall send the General Terms and Conditions (electronically) at the explicit request of the Customer.

1.3.3. Following the above, the applicability of the General Terms and Conditions will be deemed accepted if the Services are effectively executed.

1.4 Modification

The Contractor reserves the right to amend the General Terms and Conditions at any time. Such modification will be announced within a reasonable time by means of a publication on the Contractor’s website.

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2. PERFORMANCE AND METHODS OF ACCOMPLISHMENT

2.1. Terms of execution

2.1.1. The Contractor will provide the Services in accordance with the Customer’s specific instructions and to the best of its ability using reasonable care and skills.

2.1.2. In the absence of the Customer’s instructions, the Contractor will provide the Service(s) in accordance with:

– any relevant trade custom, habits or common practice; and

– methods the Contractor considers appropriate on technical, operational and/or on financial grounds.

2.1.3. The reports resulting from the delivered Services are issued by the Contractor for the account of the Customer. The Customer is responsible for granting the correct information, documents and samples which are mandatory/required for the correct editing of the reports.

2.1.4. The Customer accepts that the reports will only reflect the facts as established by the Contractor at the time of the Services and considering the limits of the received instructions.

2.1.5. The reports issued for the testing of one single sample contain the Contractor’s opinion on only that sample and doesn’t express any opinion regarding the lot from which the sample was drawn. The Contractor has no obligation to refer to, or report upon any facts or circumstances outside the specific instructions received from or alternative parameters applied by the Customer.

2.2. Subcontracting

2.2.1. For Services in Belgium and/or abroad, the Contractor may, whether or not at the request of the Customer, entrust the performance of the Services to another party, who in that specific case is to be regarded as the sole, executive contracting party towards the Customer. The Customer authorizes Contractor to disclose all information necessary for such performance to the sub-contractor.

2.2.2. The Contractor shall not be liable for (i) any delay in the performance of the Services, (ii) damages, directly or indirectly caused by or resulting from of any erroneous or negligent execution of the Services by the sub-contractor.

2.3. Third party intervention

2.3.1. If the Customer requests a third-party intervention, the Customer agrees that the Contractor’s only responsibility is to be present at the time of the third party’s intervention and to forward the results of the intervention. The Customer agrees that the Contractor is not responsible for the condition or calibration of the setup, instruments and measurement devices used, the analysis methods applied, the qualifications, actions or omissions of the third party.

2.3.2. The Contractor delivers reports to the third party when instructed by Customer and at the Contractor’s discretion whenever the circumstances of the Services, trade customs, habits or the common practice so require.

2.3.3. Should the Contractor receive documents reflecting engagements between the Customer and third parties or third party documents, such as copies of sale contracts, letters of credit, bills of loading, etc., they are considered to be for information purposes only, and do not extend or restrict the scope of the Services or the obligations accepted by the Contractor.

2.3.4. The Contractor shall not be liable for (i) any delay in the performance of the Services of third parties and (ii) damages, directly or indirectly caused by or resulting from the intervention of third parties.

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3. CUSTOMER’S OBLIGATIONS

3.1. Fulfilment of the following obligations by the Customer is a necessary condition for the accomplishment of the Services by the Contractor, at any given moment during the entire business relationship between the Parties:

– the Customer is required to communicate in writing to the Contractor within five (5) business days before the commencement of the Service(s):

  – clear and complete instructions regarding the ordered Service(s). The Customer is responsible for the accuracy and completeness of all instructions and information; and

  – any known hazards or dangers, actual or potential, associated with the ordered Service(s), for example the risk of environmental pollution, radiation, intoxication or the presence of toxic, harmful or explosive elements or materials.

– the Customer shall ensure that the Contractor obtains all necessary permits to access the place of the performance of the Service(s) to allow the Contractor to perform the Service(s) agreed upon;

– the Customer shall take all necessary steps to avoid, eliminate or remedy any obstacles or interruptions in the performance of the Services;

– the Customer shall take all measures to grant the Contractor’s employees all necessary facilities to enable them to fulfil their task properly, safely and responsibly;

– if required, the Customer shall supply personnel and special equipment necessary for the performance of the Services. During the entire time of performance of the Service(s) the Customer is responsible for the use of all equipment and appliances;

– the Customer shall store the equipment of the Contractor in a suitable, safe and closed place. If the Contractor’s equipment is stored in a facility on the Customer’s property, the Customer shall be responsible for its surveillance;

– the Customer is not entitled to make any public, verbal or written, communications regarding the Service(s) performed by the Contractor without the prior consent of the Contractor;

– the Customer guarantees prompt payment of the amounts invoiced by the Contractor, this within thirty (30) calendar days of receipt or any other payment term stated in the invoices or in accordance with article 6;

– the Customer shall have all necessary analyses, both commercial and legal, carried out, requested or ordered before selling any treated or upgraded product. The cost of the analysis is for the Customer’s account;

– the Customer acknowledges that by providing the Services, the Contractor is not substituting the Customer or any third party, nor relieving them of any of their obligations, nor otherwise assuming, reducing, cancelling or undertaking to perform any of the Customer’s obligations towards any third party or of any third party towards the Customer;

– the Customer who concluded a rental agreement shall subscribe to an insurance policy for the rented equipment. This policy must cover theft, fire, material and physical damage of internal or external origin in Belgium and abroad.

3.2. In the event of non-compliance with one or more of the obligations set forth in article 3.1, the Contractor shall have the right to either cease the performance of the Service(s) or proceed with the Service(s) provided that additional Services and costs will be charged separately.

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4. THE ORDER CONFIRMATION

4.1. Customer’s orders are non-binding and purely informative until written confirmation of the Contractor. The execution of the orders shall take place in accordance with the General Terms and Conditions with the explicit exclusion of the Customer’s general terms and conditions unless the Parties have agreed otherwise.

4.2. A start of execution shall be considered a valid confirmation provided it is not conditional. Orders taken by a representative or an employee of the Contractor shall only be valid after they have been confirmed in writing by an authorized person who can legally bind the Contractor.

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5. PRICE

5.1. The price stated on the offer and/or on the invoice, is excluding VAT and other Belgian or foreign taxes and other charges (which are for the account of the Customer).

5.2. If the offer doesn’t mention a time limit the prices will be valid for thirty (30) calendar days.

5.3. The prices quoted by the Contractor are based on currently applicable hourly wages, purchase prices of materials and products and other costs. The prices may be modified according to the evolution of fixed and/or variable costs due to changes in their structure including but not limited to raw materials, wages, energy and materials.

5.4. All Services performed outside normal workings hours, such as, for example, on Saturdays, Sundays and public holidays, may give rise to extra charges being invoiced.

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6. PAYMENT

6.1. The price is payable no later than fifteen (15) calendar days after the invoice date, unless the Parties have agreed otherwise in writing.

6.2. In the event of non-payment or late payment, the price shall be increased, ipso jure and without any notice of default being required, by a flat-rate compensation of 10% with a minimum of EUR 50.00, corresponding to the inconvenience thus suffered by the Contractor, as well as the relevant administrative costs incurred, excluding legal expenses and the costs and fees of counsel appointed by the Contractor and notwithstanding the Contractors’ right to prove actual damage. In addition, the Customer shall be charged default interests of 12% per annum of the invoice amount.

6.3. Any non-payment of an invoice by the due date set forth in the invoice or any non-payment shall entail the enforceability of the invoices which have already been prepared or send to the Customer at that time and shall cancel any payment facility or discount for the future.

6.4. A protest of the Contractor’s invoices shall be made by registered letter, under penalty of nullification, at the latest within eight (8) calendar days of the invoice date. The protest shall contain at least the invoice date, the invoice number and a detailed explanation of the reasons for the protestation. The protest does not release the Customer from its payment obligation.

6.5. The unconditional payment of part of the price or an invoice shall be deemed to be an express acceptance of the total invoice.

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7. CANCELLATION – SUSPENSION – DISSOLUTION

 7.1. Cancellation

In the event that the Customer cancels the ordered Services, the Contractor will invoice all the unpaid Services and costs due until that moment increased with a compensation of 30% on the original invoice amount.

 7.2. Suspension and dissolution

7.2.1. In the event of non-payment by the due date set forth in the invoice, in the event of non-payment, for whatever reason, or in the event of non-compliance with one of the contractual obligations set forth in article 3, the Contractor reserves the right to:

– unilaterally suspend the execution of all current Services and orders, and this after prior notice of default, to which none or no useful effect was given within eight (8) calendar days, and without this being a reason for the Customer to claim damages, without prejudice to the Contractor’s right to claim damages; or

– unilaterally terminate the execution of all current and planned Services and orders, without prior judicial authorization and after prior notice of default to which no or no useful effect was given within eight (8) calendar days, without prejudice to the Contractor’s right of the Contractor to claim damages.

7.2.2. If a Customer has ceased payments, has been declared bankrupt or has filed for judicial reorganization, the Contractor reserves the right to suspend all pending orders or unilaterally terminate all current and planned Services and orders without notice of default, without prejudice to the Contractor’s right to claim damages.

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8. FORFEITURE OF RIGHTS

8.1. The Customer declares that he has been given the opportunity to inspect the rented equipment such as but not limited to filters, hoses, pumps, and every other relevant part of the rented materials and/or configuration upon the commencement of use, as well as thereafter.

8.2. In the event of any claim of a third party or the Customer regarding the Services of the Contractor, the Customer shall give written notice to the Contractor within two (2) business days of discovery of the facts alleged to justify such claim and, in any case, the Contractor shall be discharged from any liability and the matter shall be ipso iure forfeited two (2) months from:

– the date of performance by the Contractor of the Service(s) which gives rise to the claim; or

– the date when the Service(s) should have been completed in the event of any alleged non-performance.

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9. LIABILITY

9.1. The Contractor nor any of its officers, employees, agents or subcontractors shall be liable for any action taken (or not taken) based on reports and/or based on erroneousness, unclear, incomplete, misleading or false information delivered by the Customer and/or third parties representing the Customer.

9.2. The Contractor, its representatives, subordinates, agents and sub-contractors, shall not be held liable for any delay in the performance of the Services, the loss or damage, directly or indirectly caused by or resulting from any erroneous or negligent execution, unless the Customer proves that such loss or damage is the direct consequence of the Contractor’s proven fault. In no case will more than the actual damage be compensated. The maximum liability of the Contractor shall in no event exceed 15.000 EUR.

9.3. Should the Contractor’s liability be proven, its liability will be limited to direct damages, excluding indirect damages (such as but not limited to loss of profit, financial or commercial loss, loss of production, increase in general expenses, increased administration costs, loss or damage to data, loss of agreement, immaterial damages and loss of customers).

9.4. Any rights to compensation from the Customer shall be limited or forfeited if the Customer fails to take measures to:

– limit the damages immediately after they occurred; or

– prevent other or additional damages from occurring; or

– notify the Contractor of the damages and provide the Contractor with all the relevant information as soon as reasonably possible and no later than three (3) business days after the damages occurred.

9.5. The Customer shall safeguard the Contractor against all claims based on the breach of one of the Customer’s contractual obligations, set forth in article 3, and shall compensate the Contractor for all damage, losses and costs that could arise from such breach, even is the breach is attributable to a third party.

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10. FORCE MAJEURE

10.1. In any event, force majeure and/or unreasonable encumbrance of the Contractor’s obligations shall automatically release the Contractor from any obligation, without the Customer being able to claim damages. If the Contractor depends on a third party for the fulfilment of its obligations, this provision shall also apply in case of force majeure on the part of such third party.

10.2. The concept of force majeure includes but is not limited to the following situations:

– an exceptional resource scarcity;

– epidemic and pandemic;

– exceptional weather conditions or natural disaster including but not limited to fires, floods, earthquakes, weather conditions or natural disaster;

– war, invasion and terrorist actions;

– actions of the relevant government including but not limited to the destruction or damaging of properties by or under the order of any government, public- or local authority or imposition of government sanction embargo or similar action;

– exceptional traffic disruption;

– labor disputes including but not limited to strike, lockout, blockades or boycott.

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11. CHANGE OF CIRCUMSTANCES

The Parties explicitly agree not to exclude the rights contained in article 5.74 of the Civil Code regarding the renegotiation of any agreement and the General Terms and Conditions due to an unexpected and unforeseeable change of circumstances beyond the control of the Parties.

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12. DATA PROCESSING AND PRIVACY

12.1. The processing of data or information relating to the (potential) Customer will be carried out by the Contractor in accordance with the Contractor’s privacy statement.

12.2. The Contractor’s privacy statement shall include explanations regarding the data or information collected, as well as how the data or information will be processed by the Contractor. The Contractor’s privacy statement is always available on its website.

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13. INTELLECTUAL PROPERTY – PROPERTY

13.1. The Customer acknowledges that all patents, trademarks, service marks, registered designs, trade and business names, know-how, concepts, unregistered trademarks and service marks, copyrights, rights in designs, inventions, rights under license, and all other rights of the same or similar nature, anywhere in the world, used by the Contractor as well as applications for such rights are the exclusive property of the Contractor and the Contractor has always been the exclusive owner.

13.2. The Customer is prohibited from using and/or modifying the intellectual property rights described in this article without the prior, written consent of the Contractor, nor does it have the right to copy or make use of the products for purposes other than those intended.

13.3. The Customer acknowledges that all equipment which is rented by the Customer and/or is stored or used on the Customer’s properties are the exclusive property of the Contractor and the Contractor has always been the exclusive owner. The Customers undertakes to return all the Customer’s equipment after the relevant Services are provided.

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14. CONFIDENTIALITY

14.1. The Customer acknowledges that as a result of its commercial relationship with the Contractor, it may obtain information and knowledge relating to the Contractor, its activities, products, technical information (know-how), trade and business secrets (customer lists, working or manufacturing methods and techniques, commercial organization, pricing,…), personal data, coding, algorithms, design, testing procedures and the related intellectual property rights (the “Confidential Information”). This Confidential Information is extremely important and strictly confidential in nature.

14.2. The Customer shall not disclose any of such Confidential Information to third parties except with the prior written approval of the Contractor or in the event it is required to do so under legal or regulatory provisions, in which case it shall consult with the Contractor in advance regarding the communication in question.

14.3. The Customer expressly undertakes to refrain from any disclosure or use of Confidential Information and, more generally, not to participate in any act of unfair competition.

14.4. The confidentiality obligation shall apply during the term of any agreement or during the entire business relationship between the Parties as well as until three (3) years after the termination of the agreement or the business relationship between the Parties.

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15. NULLITY

15.1. The nullity of one or more clauses of the General Terms and Conditions does not entail the nullity of the rest of the General Terms and Conditions.

15.2. In the event of any conflict of any of the foregoing provisions with any legal restrictions of a mandatory nature or public order applicable at the time of the order, the foregoing provision shall not be null and void, but the provision in question shall be applied within the legal restrictions so existing.

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16. WAIVER

Unless otherwise provided in these General Terms and Conditions, the Contractor’s failure or delay in exercising any right(s) under these General Terms and Conditions shall in no event be deemed a waiver of such right(s) (or any other right(s) available under these General Terms and Conditions).

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17. GOOD FAITH

17.1. The Customer agrees to respect the General Terms and Conditions in good faith and agrees that these General Terms and Conditions are balanced and in accordance with the law.

17.2. The Customer acknowledges that the provisions of these General Terms and Conditions are reasonable and necessary to protect the Contractor’s legitimate interests.

17.3. The Customer acknowledges to have taken prior knowledge of these General Terms and Conditions and accepts their application.

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18. CONVENTIONAL DISPUTE RESOLUTION

In case of disputes arising from the rights and obligations of the concluded agreement or these General Terms and Conditions, the Parties undertake to seriously pursue a reasonable amicable settlement.

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19. APPLICABLE LAW AND JURISDICTION

All agreements concluded with the Purchaser and these General Terms and Conditions are governed by Belgian law. If notwithstanding such efforts, no amicable settlement can be reached, any disputes will be exclusively and definitively be settled by the Company Court of Antwerp, division Antwerp is competent.

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Contact Information:

+32(0)3 685 41 76 | ops@aqnv.com | www.aqnv.com

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Document Reference: AQ-GTC-SALE-2025-v1.0
Revision date: July 24th, 2025