GENERAL CONDITIONS TIGRO INDUSTRIES NV

These general terms and conditions of sale apply to all orders for services placed with Tigro Industries NV. Giving an assignment to Tigro Industries NV simultaneously implies the acceptance of these general terms and conditions.

Art.1 : Service scope Tigro Industries NV

Filling, repacking, blending and mixing of various products, liquids and solids. Warehousing/Storage of packed materials (liquids and solids). Transport services. Purchase or supply of equipment. Sampling and laboratory research, tests and analyses.

Art.2 : Prices/quotation/payment term/invoicing

Prices are specified on the basis of the rates that apply on the date of the order. The prices are given in Euro and are always excl. VAT. Unless stipulated otherwise, the validity of each offer is 30 calendar days. Tariffs are based upon the data, volumes, product information and other parameters as provided by the customer. In case of fluctuations or changes in those parameters, tariffs can be reviewed by Tigro Industries NV. Tigro Industries NV is entitled to review and adjust its prices and commercial conditions in case major fluctuations or changes occur compared to the initial scope of the offered activities or changes such as and amongst others in products and/or volumes. The offer is subject to availability of related warehouse, storage and production capacity at Tigro Industries NV. Tigro Industries NV reserves the right to revalidate its proposal based upon timing and available capacity. Tariffs are based for work in normal daytime-shift on regular week days. Work after hours, overtime or in the weekend is upon request. Services rendered by Tigro Industries NV will be invoiced on a monthly basis. Payment terms within 30 days as from invoice date. Pre-payment of all customs duties, taxes, VAT, excises by Tigro Industries NV, will be invoiced separately and Tigro Industries will charge a fee for advancing funds based upon the advanced amount. Prices for transport and container/truck haulages are subject to and based upon the current market conditions, prices and actual fuel surcharges and can be adjusted in case of fluctuations in prices and conditions. Purchase for supply of materials such as amongst others empty packaging, IBC, drums, cans, pallets, etc. are subject to and based upon the current market conditions & prices and can be adjusted at any time in case of fluctuations in prices and conditions. Tariffs will be automatically adjusted on yearly basis based upon the Belgian CPI (consumer price indexation) reflecting the cost inflation over the previous year, as stated in https://statbel.fgov.be/en/themes/consumer-prices/consumer-price-index#figures, and implemented as from January 1st of the new year.

Art.3 : Liability

The obligation of Tigro Industries NV as a result of proven liability for damage suffered by the customers or by third parties is always limited to a maximum compensation per damaged case of €375,000.00. Tigro Industries NV shall only be liable for stock differences if after an annual stock renumeration a difference remains that is higher than 0.5% of the total annual volume of the handled goods (inbound + outbound), whereby positive and negative stock differences are settled, and this only for the volume exceeding 0.5% of the actual production cost of the lost or damaged goods. Stock differences are compensated at the purchase or production cost of the lost goods. In terms of storage and related activities, Tigro Industries NV can only be liable for visible damage that is the direct and exclusive result of a proven fault, gross negligence or willful misconduct of Tigro Industries NV and when there is a direct and proven causality with the damage. Tigro Industries NV liability under this agreement will be limited to the values and amounts as stipulated in the Insurance Certificate of the Tigro Industries NV and will not intervene if the damage value is lower or less than 500 euro. Tigro Industries NV shall never and under no circumstances be liable for indirect, immaterial, non-pecuniary and/or consequential damage. This exclusion includes, irrespective of the given classification and without being in any way limited to: damage from loss of profit, commercial losses, losses of business or business opportunities, damage as a result of loss of production, employee costs, administrative costs, third party claims, damage to reputation or image and/or damage as a result of data loss. In case Tigro Industries has to fulfill customs formalities, Tigro Industries NV shall only be liable for the direct proven damage, loss, cost or fine of which the Client can demonstrate that this damage, loss, cost or fine can directly and exclusively be attributed to a willful misconduct or gross negligence of Tigro Industries NV in its performance and when there is a direct and proven causality with the occurred damage, loss, cost or fine and always be limited to a maximum of 10,000 euro in the annual aggregate. All transports by road, national and international, executed by Tigro Industries NV and on behalf of customer’s orders shall exclusively be governed by the CMR Conditions. The customer shall indemnify and hold Tigro Industries harmless against any and all damage, loss, liability, claim, cost and/or fine following a) the action or negligence of i) the customer, ii) people acting in the customer’s name or based on the customer’s information or instruction, or b) due to the nature of the goods or c) a violation of the articles in this document. The customer shall also indemnify and hold Tigro Industries NV harmless against any and all claims, costs or any other demand from any other party that exceeds the liability that Tigro Industries NV accepts in these General Conditions. Tigro Industries NV shall never accept any liability for the technical and/or chemical composition of the goods. Tigro Industries NV shall never be presumed to inspect this composition. Tigro Industries NV shall never accept any form of product liability.

Art.4 : Claims & Complaints

Any claims or complaints regarding the materials/goods, including but not limited to defects, non-conformity, or damages, must be reported to Tigro Industries NV in writing within five (5) working days from the date of receipt of the materials/goods at the final destination. The delivered materials/goods will be inspected upon receipt and arrival at the final destination. The written notification must include a detailed description of the claim or complaint, photographic evidence, if applicable, and any other relevant documentation supporting the claim or complaint. Failure to notify Tigro Industries NV within the specified time frame shall be deemed as acceptance of the materials/goods and the Customer waives any right to make a claim or complaint thereafter. Upon receipt of a valid claim or complaint within the specified time frame, Tigro Industries NV shall investigate the matter and, if necessary, take appropriate corrective actions. Any claims related to the condition, quality, or quantity of the goods will not be accepted under circumstances where said goods have been handled, transferred, or transshipped by third parties during transport and prior to final delivery to the customer.

Art.5 : Force majeure

Tigro Industries NV shall not be liable in the event of force majeure or in case of any other circumstance outside the control of Tigro Industries NV or over which Tigro Industries NV does not reasonably have any control and that makes the fulfillment of its obligations reasonably difficult or impossible. Tigro Industries NV is not liable for damage resulting from the non-fulfillment or non-full performance of the agreement or damage in general as a result of force majeure, being a cause outside its sphere of influence such as, among other things, an act of the government, a natural disaster, acts of a customer, transport problems, scarcity of electricity or parts, labor conflicts and others without being exhaustive. Furthermore, Tigro Industries NV shall not accept any liability in the event of concealed defects or defects in terms of the content of the shipment, or in the event of fire and related events and/or criminal acts of third parties such as theft or arson or in the event of any negligence by the customer or any person acting on behalf of the Client. In the event of force majeure on the part of Tigro Industries NV, the execution of the agreement shall be suspended for as long as the force majeure situation makes it impossible for the execution, without prejudice to its authority to dissolve the agreement without legal intervention without liability vis-à-vis the customer.

Art.6 : Customer obligations

The customer must have all necessary insurances and/or permits. Tigro Industries NV has the right to ask the customer for a written guarantee in this regard. If the customer can not provide these documents, Tigro Industries NV is entitled to refuse to have the products handled, stored or transported. The customer must insure his goods in full value during transport (also if organized by Tigro Industries NV with waiver of recourse against Tigro Industries NV and its subcontractors) and the customer must also insure its goods itself for storage, warehousing, handling, filling, repacking and blending operations with waiver of recourse with respect to Tigro Industries NV and the customers of Tigro Industries NV. All orders from the customer shall be given in writing. Orders by phone will only be considered final after written confirmation by the customer. The customer guarantees that all the provided information on products, services, quantities, etc. is complete, accurate and correct. Tigro Industries shall not be presumed to examine the accuracy, completeness and authenticity of the information, instructions or documents given by the customer and will accept all this information, instructions and documents in good faith. The customer must, prior to any delivery at the site of Tigro Industries NV, provide the most recent MSDS (material safety data sheet) of the related products in Dutch or English language, according to actual EU standards and not older than 5 years. Tigro Industries NV may accept or reject any deliveries at the site based upon evaluation and review of the product specifications as stated in the MSDS and in accordance with Tigro Industries NV exploitation permit and health and safety guidelines. The customer is in any case obliged for clearance of the T1 documents within 7 days after the transport. The customer will in any case be fully liable for all customs duties, VAT, fines, etc. that would cause the non or late clearance of the T1 document and will immediately and in full compensate Tigro Industries NV therefore. Excise goods must always be accompanied by the necessary EAD documents. In any case, the customer is fully liable for all excise duties, fines, etc. that would cause the absence, late or non-filling in of the necessary documents on the part of Tigro Industries NV. Goods delivered by the customer that are “not conform” to be processed within the EU or whose license is not valid must be picked up immediately by the customer. In the absence of collection within 8 calendar days after having been notified by registered letter, Tigro Industries NV is entitled to remove or destroy these products at the expense and responsibility of the customer. In the event that the goods delivered by the customer, for whatever reason, must remain in the warehouses of Tigro Industries NV (e.g. by a court order or in the context of legal proceedings), all the storage and handling costs for the entire duration are at the expense of the customer.

Art.7 : Acceptance

The products are accepted in the condition in which they are delivered, without any additional guarantee of any kind, for example suitability for a particular purpose. The products need to be delivered at the site of Tigro Industries NV in clean, good condition, well and duly packed in the appropriate packaging, UN approved if required.

Art.8 : Waste & Disposal

Waste stands for all remnants of packaging material supplied by the customer, expired, no longer to be processed products supplied by the customer, residual product after washing and cleaning of the filling equipment, rinsing waste water, empty IBC’s, drums, etc. and the like. The customer is always fully responsible for the waste caused by the process. The customer is therefore obliged to take back the waste on his responsibility at the first request of Tigro Industries NV unless Tigro Industries NV has obtained the specific assignment to remove the waste. The processing, storage and disposal of the waste will always take place at the expense of the customer and is not included in the aforementioned prices. The cost for waste disposal will be offered and charged separately. In the event that the customer refuses to take back the relevant waste within 8 days after having been warned by registered letter, Tigro Industries NV has the right to remove this at the expense and responsibility of the customer.

Art.9 : Retention right

Tigro Industries NV never becomes the owner of the products that the customer provides to be stored or handled by Tigro Industries NV. Tigro Industries NV reserves the right not to deliver the goods, products, raw materials that are connected to the delivered/to be delivered services as long as all outstanding invoices are not paid. In such case or event, the risk of damage or loss of the products of the customer is transferred entirely to the customer and Tigro Industries NV is entitled to store the goods elsewhere at the customer’s expenses.

Art.10 : Ownership of equipment

The ownership of (dedicated) equipment and/or machines, purchased or supplied by the service provider on behalf of the customer, remains the property of the supplier unless explicitly transferred to the customer through a specific written agreement. Payments made by the customer are considered usage fees and do not constitute an ownership transfer unless specified otherwise in a contract. Ownership will only pass to the customer if a purchase agreement or transfer of ownership clause is explicitly included in a contract.

Art.11 : Authority

These General Conditions are governed by Belgian law. Only the courts in Belgium are exclusively competent for any disputes in this respect.