NRS Electronics

GENERAL TERMS AND CONDITIONS

ARTICLE 1 – APPLICABILITY
1.1. The General Terms and Conditions of N.R.S. ELECTRONICS BV, a private limited liability
company with its registered office at 28 Gasthuisbosdreef, 3700 Tongeren, with company
registration number 0880.067.241 Antwerp Registry of Legal Entities, Tongeren Division -
hereinafter referred to as: NRSE – shall apply to any and all order forms, order confirmations,
quotations and agreements (hereinafter referred to as: Documents).
1.2. These General and Conditions shall prevail over any terms and conditions of the
Customer who adheres to the General Terms and Conditions of NRSE without any reservation
and renounces his own terms and conditions even if such terms and conditions stipulate that
they prevail over the general terms and conditions of others.
1.3. Subject to the explicit written permission from NRSE, these General Terms and Conditions
shall not be departed from.
1.4. If NRSE does not invoke these General Terms and Conditions at one moment or another, this
can in no way be considered as a waiver by NRSE.
1.5. Only by placing an order does the Customer agree to the following terms and conditions that
are known and automatically endorsed by him. They form an integral part of any agreement
with NRSE.
1.6. Any signatory of an agreement shall bind himself jointly and severally towards the legal entity
in whose name he acts and shall be deemed to accept the following clauses.
1.7. All the rights and obligations of NRSE and its Customers are listed in the General Terms and
Conditions within the framework of the services provided and goods delivered by NRSE.

ARTICLE 2 - QUOTATION, ORDER, ORDER CONFIRMATION AND AGREEMENT
2.1. NRSE quotations shall be entirely without obligation and not be binding. Unless otherwise
agreed, the validity of a quotation shall be three months. Quotations shall become binding
after they have been signed by the Customer as correct and after NRSE has confirmed the
order in writing. Only the contents of the written order confirmation shall determine the
contents of the Agreement.

ARTICLE 3 – TERMS
3.1. The delivery periods stated by NRSE are purely indicative and not binding, unless explicitly
agreed otherwise in writing. If a binding delivery period has been agreed, non-compliance
with such period can never give rise to damages of more than 10% of the global price of
the goods delivered and/or services provided out of time.
3.2. In no case can a delay in the delivery of goods and/or provision of services give rise to the
breaking of the agreement.

ARTICLE 4 - DELIVERY AND RISK
4.1. Unless explicitly agreed otherwise, delivery shall be ex works.
4.2. The goods are deemed to have been delivered if: a) the goods are collected by or on behalf
of the Customer; the goods are taken delivery of or b) the goods are dispatched or shipped
through a professional carrier; the goods are transferred to such carrier and c) the goods are
dispatched or shipped by a means of transport of NRSE; the goods are delivered at the
Customer’s address or warehouse.
If the Customer is unable or unwilling to take delivery of the goods, the goods shall, at the
risk and for the account of the Customer, be stored at the premises of NRSE or third parties.
4.3. Should the goods not be taken delivery of, NRSE shall be entitled to terminate the Agreement
in whole or in part. If NRSE makes use of such right, the Customer shall owe fixed damages
amounting to 25% of the overall amount of the goods made available, without prejudice
to the NRSE's right to claim higher damages if damage is proved to be higher.
4.4. The risk of the goods shall pass to the Customer from the moment they are put at the
disposal of / are delivered to the Customer.
4.5. The taking into use of the delivered goods shall, in any case, be regarded by the Customer or
third parties as having been accepted without any reservation.

ARTICLE 5 - RETENTION OF TITLE AND INTELLECTUAL RIGHTS
5.1. The ownership of the delivered goods shall pass to the Customer only from the moment that
the Customer has fully paid anything he owes for the delivery of the goods, including any
costs, accessories, interest and stipulated fees. Until the moment of full payment the
Customer undertakes not to dispose of or to encumber the delivered goods.
5.2. Any and all intellectual rights of any models designed by NRSE, sketches, drawings, diagrams
and documents of any kind whatsoever shall remain the sole ownership of NRSE and must be
regarded as confidential. The documents covered by intellectual rights of NRSE shall not be
communicated, copied or implemented by the Customer and / or third parties without prior
written permission from NRSE.
5.3. The Customer and third parties shall at all times be forbidden to remove, change and/or
replace NRSE markings and/or labels (including the name Measurex) on the goods. If the
Customer becomes aware of a breach of the aforementioned article, the Customer shall be
obliged to report such breach in writing to NRSE within a period of 14 days after becoming
aware thereof.

ARTICLE 6 - PUBLICITY OF FINAL RESULT
6.1. NRSE reserves the right to use the names of its customers and the projects within which the
delivered goods are used for advertising purposes in the broadest sense, unless otherwise
agreed in writing, without any compensation being due by NRSE.

ARTICLE 7 - FORCE MAJEURE
7.1. Cases of force majeure and, more generally, any and all circumstances that prevent, reduce
or delay the execution of the assignment by NSRE or that give rise to an excessive
complication of the compliance with the commitments undertaken by NRSE, shall release
NRSE from any liability and allow NRSE to shorten its commitments, terminate the
Agreement or suspend the performance thereof at its choice, without NRSE being obliged to
pay any damages.
The following cases are, inter alia, considered cases of force majeure: (civil) war,
mobilization, riots, strike, lockout, both at the suppliers’ and their sub-suppliers’ premises,
machine breakdown, fire, interruption of means of transport, raw materials, materials and
energy supply difficulties, staff illness, staff shortage, shortcomings of NRSE suppliers and
restrictions or prohibitions imposed by the authorities. NRSE shall immediately inform the
Customer in the event of force majeure.

ARTICLE 8 – LIABILITY
8.1. Should NRSE be held liable for poor performance, it shall only be obliged to repair or replace
the defective good. Should a repair or replacement prove to be impossible or in the event of
non-observance of a binding delivery time, NRSE shall, only in the event of an error on the
part of NRSE, be obliged to compensate the damage actually suffered by the Customer with a
maximum of 10% of the overall amount of the Agreement. NRSE shall in no case be obliged
to pay damages exceeding the said amount.
8.2. Any information about the performance of goods supplied by NRSE is purely indicative and
can in no case give rise to payment of damages by NRSE.
8.3. NRSE can, under no circumstances, be held liable for: any discontinuity in the service
provision by the Customer, any damage caused to and/or loss of the Customer’s data that
result from the use of the services provided and/or goods supplied by NRSE.
8.4. If payment of any compensation for infringement of intellectual rights of third parties is
claimed from NRSE, the Customer shall undertake to indemnify NRSE for every amount NRSE
is liable to pay, both in principal, interest and costs.
8.5. NRSE cannot be held liable, neither on a contractual nor on a non-contractual basis, for the
acts of subcontractors who might be engaged within the framework of the agreement.
8.6. NRSE cannot be held liable for any legal effects if the Customer has transmitted one or more
incorrect or incomplete data or has hidden other information before or during the work or
deliveries.
8.7. NRSE cannot be held liable for damage other than the damage covered by its insurers by
virtue of its business and /or product liability insurance. Subject to the legal provisions
relating to product liability, NRSE shall in no way be liable for damage arising from improper
use by the Customer, for damage resulting from defects caused by natural wear and tear, for
damage caused by not following the instructions of NRSE with regard to the delivered
goods.
8.8. The specified delivery time shall be taken into account as much as possible. NRSE shall not
be liable for exceeding such delivery time. Exceeding the delivery time shall not give rise
to the cancellation or termination of the contract, nor give cause for compensation. NRSE
shall not be liable for damage caused by non-delivery, incorrect or late delivery due to force
majeure either. Exceeding the delivery time does not entitle the Customer to suspend or
cancel the order, nor give the Customer any right to damages.
8.9. NRSE's obligation to indemnify with regard to any defects of the delivered goods shall not go
beyond the obligation to indemnify of the NRSE's suppliers. NRSE must also be informed of
such defects by the Customer by registered letter within 3 days from the date of taking
delivery of the delivered goods, on pain of inadmissibility.
8.10. Pending their delivery or collection, the goods shall be stored at the Customer’s risk.
8.11. All shipments, insofar as agreed, shall be at the Customer’s risk.
8.12. NRSE shall not be liable for information, photos, brochures and other forms of information
materials, insofar as they have been published under the responsibility of third parties.
8.13 The Customer shall be liable towards NRSE for all direct or indirect damage resulting from his
wrong behaviour and must compensate NRSE for the damage caused to it as a result
therefrom. A slight error shall be sufficient to hold the Customer liable.
8.14. The Customer shall be liable for any legal effects if the Customer has transmitted one or
more incorrect or incomplete data to NRSE or has hidden other information before, during
or after the delivery thereof.
8.15. NRSE can never be held liable, neither on a contractual nor on a non-contractual basis, for
any unlawful use by the Customer of the goods supplied by NRSE.

ARTICLE 9 - WARRANTY AND COMPLAINTS
9.1. NRSE does not provide any warranty other than the warranty that may be required by law,
except for a 90-day warranty on repairable parts.
9.2. The Customer must submit his protest in writing to NRSE at the address of the registered
office of the latter within an 8-day period. Such period shall start on the day on which the
goods and/or services are delivered and/or provided to the Customer. If NRSE has not
received a protest within such 8-day period, this shall constitute proof that the Customer has
accepted the invoice and the goods and/or services described herein without any
reservation.
9.3. Complaints about hidden defects must be submitted in writing to NRSE within 8 days. Such
period shall start from the moment of discovery of the defect. Complaints about hidden
defects can anyhow no longer be submitted after the expiry of a 3 month-period after the
delivery or repair of the goods.
9.4. Complaints about the quantity, the number of delivered goods. Or relating to externally
visible defects must be notified in writing immediately within 3 working days from the date
delivery is taken of the goods by the Customer at the premises of NRSE.

ARTICLE 10 – PAYMENT
10.1 The prices stated in the Documents are always exclusive of taxes of any kind whatsoever
(such as VAT, etc.) and exclusive of costs (such as transport, etc.). Unless otherwise agreed
in writing, all invoices shall be payable in cash, and each invoiced amount must be paid at the
address of NRSE's registered office. Transport costs, where applicable, shall always be borne
by the Customer.
Quotations shall be based on the currently applicable values of wages and materials. In the
event of wage or price changes, NRSE reserves the right to adjust prices proportionally.
10.2. If the amounts in the Documents are expressed in foreign currency (not in euros), and the
exchange rate at the time of delivery differs from the exchange rate at the time the
Documents were drawn up, NRSE reserves the right to adjust the amounts stated in the
Documents to the applicable official exchange rate at the moment of delivery.
10.3. Unless otherwise agreed in writing, the Customer shall be liable to make an advance
payment of 30% on the overall amount prior to the delivery or repair of the goods. The
balance of 70% shall be paid when the goods are delivered or when the repaired goods are
returned at the latest.
The delivery can be planned and carried out after payment of the stipulated advance, insofar
as this has been agreed.
10.4. The invoices must be paid by the Customer within a period of 30 days from the invoice date,
unless otherwise agreed.
10.5. Complaints about invoices must be submitted in writing within 8 days from the date of
dispatch of the invoice, stating the invoice date and invoice number, on pain of
inadmissibility.
No complaint or dispute of any kind whatsoever shall suspend the obligation to pay.
10.6. The Customer’s obligation to pay shall not be suspended by the submission of an apparently
well-founded complaint. Unless explicitly stated in writing with the payment, payments shall
always be allocated to the oldest outstanding invoice.
10.7. C.O.D. deliveries, the drawing or acceptance of a bill of exchange by the Customer, shall in no
case give a right to novation and shall not affect the provisions of Article 9.
10.8. Any payments made by the Customer with regard to a specific invoice cannot be used to
settle other outstanding invoices.

ARTICLE 11 – DEFAULT OF PAYMENT
11.1. In default of (timely and full) payment of the invoices, an annual interest of 8 % shall be
due ipso jure without prior notice of default from the due date of the invoice until the date
of full payment.
In addition, in default of (timely) payment of invoices, NSRE shall be entitled to suspend
the execution of works until full payment.
11.2. In addition, in default of (timely and full) payment of the invoice, an additional fixed
compensation shall be due ipso jure and without prior notice of default, even if grace
periods are granted, of 10% on the invoice amount due with a minimum of 100 euros and a
maximum of 2,500 euros, without prejudice to NRSE's right to prove its extrajudicial and
judicial costs (including all collection costs), caused by the default of payment or late
payment and to claim payment thereof.
11.3. In the event of late payment, all outstanding invoices shall become immediately due and
payable ipso jure, despite any payment terms permitted by NRSE.
11.4. The provisions of Article 10 shall not constitute a waiver of NRSE's right to demand that the
agreement be terminated and claim damages ipso jure in default of payment. If the
termination of the agreement is chargeable to the Customer, the Customer shall owe fixed
damages of 35% of the total amount of the Agreement, without prejudice to NRSE’s right to
claim higher damages if damage is proved to be higher.

ARTICLE 12 - SUSPENSION AND TERMINATION OF THE AGREEMENT
12.1. NRSE may, without notice of default, temporarily suspend some or all of the orders placed by
the Customer, or even cancel the agreement ipso jure if:
- The Customer breaches one or more provisions of this Agreement or any other
agreement concluded by the Customer with NRSE;
- The Customer breaks this Agreement or any other agreement concluded by the
Customer with NRSE;
- Bankruptcy proceedings are instituted against the Customer or if the Continuity of
Enterprises Act is applied to the Customer;
- A trustee in bankruptcy is appointed for some or all of the Customer's assets;
- In the event of liquidation/winding up of the Customer;
- NRSE discovers that the Customer is using the services of NRSE with fraudulent
intentions;
- NRSE notes that the Customer might have transmitted one or more incorrect
or incomplete data, or might have hidden other information before, during or after
the delivery of the goods.
12.2. If the Customer does not collect the goods on the date notified to him, NRSE shall reserve the
right to consider the Agreement terminated after the expiry of a 30-day period, without
any prior notice of default.
12.3. The suspension shall end when the Customer has met all his obligations. Even in the event of
an order suspension, the Customer must comply with all obligations imposed on him under
the Agreement. If the Customer has not yet complied with all necessary formalities within 15
days from the suspension of this Agreement, NRSE may terminate the contract ipso jure
subject to a registered letter being sent to the Customer. This cancellation shall take place
without the Customer being able to claim any compensation and without prejudice to the
payments still owed by him.
12.4. Upon termination or suspension of this Agreement, all amounts due to NRSE shall be
considered due and fully payable immediately on request. The Customer shall not be entitled
to set off such amounts. All amounts due must be paid immediately.

ARTICLE 13 - PRIVACY POLICY
13.1. NRSE wishes to clarify that its privacy policy only applies to its customers’ personal data. The
data collected are the customers’ identity data, their correspondence and invoice addresses,
as well as any information that is strictly necessary for the provision and delivery of the
ordered services and/or goods.
13.2. The Customer’s personal data shall be used only in the following way:
- to process the customers’ orders and to deliver the products and provide the services
ordered by the Customer;
- to keep the customers informed of the latest products, special offers and other
information about NRSE products and services;
- to be able to contact the Customer and furnish delivery and invoice information to
the Customer, as well as, if necessary, to provide support to the customers;
- to fulfil contractual obligations.
13.3. Such data shall be collected and used with the permission from the Customer in accordance
with European and national data protection legislation. By placing an order, the Customer
shall be deemed to have given permission for the collection and use of the aforementioned
data. This permission may be withdrawn by the Customer later on.
13.4. Such data shall be stored in the form of a paper file and/or an electronic file. All measures
shall be taken to guarantee their safety.
13.5. Only employees of NRSE shall have access to such data.
13.6. In accordance with the General Data Protection Regulation (GDPR), a Customer may also ask
NRSE which information has been registered in order to receive the personal data provided
by the Customer to NRSE in an easily legible format and, if necessary, if certain information is
incorrect, to modify this information, and even to transfer the same to third parties.
13.7. NRSE guarantees the security and confidentiality of the data provided by each customer in
accordance with the Personal Data Protection Act of 13 December 1999.

ARTICLE 14 - TRANSFER OF AGREEMENT
14.1. The Customer cannot transfer his rights and obligations under the Agreement, without
prior written permission from NRSE, and under the terms and conditions defined by NRSE.
14.2. NRSE shall be entitled to transfer all or part of its rights and obligations under the Agreement
to a third party without permission from the Customer.

ARTICLE 15 - OBLIGATIONS OF THE CUSTOMER
15.1. NRSE must be immediately notified in writing of any change to one of the Customer’s
identification data.
15.2. In the event of cancellation of an order or the contract being declared void, or if, without
any error being committed by NRSE, the contract cannot be performed, the Customer shall
be obliged to pay fixed damages amounting to 30% of the total contract sum.
15.3. The Customer shall be personally responsible for the payment of all amounts due. Any other
person who makes a payment shall not acquire any right on account thereof with respect to
NRSE.

ARTICLE 16 - MISCELLANEOUS PROVISIONS
16.1. The Parties hereto shall elect domicile at the address of their registered office for the
performance of the Agreement. All correspondence between NRSE and the Customer shall
be addressed to such addresses.
16.2. In the event of bankruptcy or judicial composition under the Continuity of Enterprises Act of
the Customer, NRSE shall be entitled to immediately terminate the Agreement without
being obliged to pay any damages on account thereof.
16.3. Should any commitment in the Documents be unenforceable or contrary to a mandatory
statutory provision, such unenforceability or invalidity shall not affect the validity and
enforceability of any other provisions of the Documents, nor that part of the provision
concerned that does not conflict with mandatory law.
16.4. Each Party hereto undertakes to negotiate a new provision immediately and in good faith,
which shall replace the invalid or unenforceable provision and which, insofar as legally
possible, comes as close as possible to the Parties’ intention at the time of concluding the
Agreement.

ARTICLE 17 - DISPUTE SETTLEMENT
17.1. All NRSE Documents shall be governed exclusively by the laws of Belgium, to the exclusion of
any international treaties (in particular to the exclusion of inter alia the provisions of the
United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980,
the applicable provisions of private international law and the Rome I Regulation on
Contracts for the International Sale of Goods).
17.2. The Courts of the judicial district of Limburg, Tongeren Division, shall have exclusive
jurisdiction over any and all such disputes about the creation, validity, interpretation and
performance of the Documents, as cannot be settled by amicable settlement