1. Definitions

“Property” means the property(ies), such as machinery, equipment, materials, articles, documentation, software and other products, to be supplied by AGINTECH in performance of the Agreement.

“General Conditions” means this part of the Agreement between the Customer and AGINTECH which determines the general rules of the Agreement.

“Special Conditions”: means that part of the Contract between the Customer and AGINTECH which determines any specific rules of the Contract.

“Specifications”: means the quotation and the conditions of undertaking drawn up by or on behalf of the Customer or the end customer.

“Customer”: means the natural person or the legal entity under private or public law that has entrusted the execution of the Work to AGINTECH under the Contract.

“Contract”: means the agreement concluded between AGINTECH and the Customer concerning the Goods and/or Services. The Contract includes the Request for Quotation, the Offer, the Order, these General Terms and Conditions, the Special Terms and Conditions and the Specifications, always accompanied by any annexes and only insofar as these documents have been drawn up by the Parties for that specific agreement.

“Order”: means the acceptance of the Offer by the Client.

“Offer”: means the offer to contract that AGINTECH sends to the Customer on the basis of the Request for Quotation.

“Request for Quotation”: means the request that the Customer sends to AGINTECH with a view to submitting a Quotation for a Site, possibly on the basis of a Schedule of Requirements.

“Force majeure” : means any event which is unforeseeable at the time of the conclusion of the Contract, which occurs independently of the will of the Parties, and which temporarily or definitively hinders the performance of the Contract, including (but not limited to) strikes, lockouts, wars (declared or not), riots, natural disasters, epidemics, sabotage, acts of terrorism, attacks by third parties (e.g. hackers), delay in transport services caused by exceptional climatic circumstances, requisition, seizure, embargo, energy restrictions and defects or delays in delivery by subcontractors and suppliers that are caused by such events.

“AGINTECH”: refers to the company AGINTECH srl whose registered office is located at 5190 Ham-sur-Sambre, Rue Emile Vandervelde 56C, as well as its possible assignees in particular or universal title.

“Party” means AGINTECH or the Customer. “Parties” means AGINTECH and the Customer.

“In Writing”: means a communication by a document signed by the Parties to the Contract, by letter, fax or e-mail or any other means mutually agreed between the Parties to the Contract.

“Price” means the amount or the manner of calculating the amount agreed upon by the Parties for the Work.

“Service(s)”: means the services provided by AGINTECH in performance of the Contract.

“Site” means the place where the Goods are to be installed and/or the Services are to be performed, including the surroundings necessary for unloading and storage operations and for the performance of the Services under normal conditions.

“Work” means the Goods and Services provided by AGINTECH in performance of the Agreement.

2. Scope of these general conditions

These General Conditions govern any Contract by which AGINTECH undertakes to supply Goods and/or Services to the Customer. They exclude all other conditions, in particular any general terms and conditions of purchase or other general terms and conditions of the Customer. Any conditions emanating from the Customer are only applicable if AGINTECH has expressly accepted them in writing. The possible non-fulfilment – even repeated – of one or the other clause of the General or Particular Conditions can only be interpreted as a pure tolerance and does not imply in any way the renunciation of the later application of the said clause.

3. Offer and revision

The offer is valid for one month from the date of its communication to the Customer. AGINTECH’s offers are strictly limited to the items and quantities specified. The prices are established on the basis of the economic conditions in force at the time the Offer is drawn up and are only of a budgetary nature. They may be revised according to the formula below.

Bid revision formula :

P1=P0 (a x S1/S0 + b x i1/i0 + c x Cu1/Cu0 + d)

 

0 = index of terms at the date of the Offer

1 = index of modified terms

P0 = Order amount

P1 = updated Order amount

S = qualified electrician’s salary as published by Techlink

CS = Techlink’s published payroll tax rate

I = material index as last published on date of Order

a = factor set at 0.3

b = factor set at 0.3

c = factor set at 0.3

d = coefficient set at 0.1

Cu = copper index at time of order

4. Price – Payment – Instalments – Penalties in the Contract

4.1 Prices

Unless otherwise indicated, the prices fixed are expressed in euros and are understood to be ex-AGINTECH’s workshops and exclusive of taxes, which are always payable by the Customer. The prices fixed for the Works are established in consideration of a normal work, without any interruption, with all the elements that the Customer must provide or prepare being in order at the required time. The prices are based on the cost of raw materials, power, transportation, wages, social security charges, taxes and other expenses in effect at the time of the Order. The Parties shall determine in the Contract whether the Work is to be performed on a fee-for-service or contract basis. In the case of contract work or fixed-price work, the agreed prices may be increased proportionally in the event of an increase in salaries, an increase in customs tariffs, a price increase imposed by our suppliers, or any fluctuation in the value of the currency of the country of origin of the products involved in the manufacturing process, or a change in the technical philosophy in relation to the technical information communicated by the Customer, or a change in the schedule beyond the control of AGINTECH. Where applicable, the agreed prices may also be increased proportionally in the event of variations of more than 2% in the financial rates that influence the cost of the material included in the Good (including, among others, the S index, copper prices, etc.).

4.2 Payment terms

Unless otherwise agreed, payments shall be made within thirty (30) days from the date of the invoice, net without discount.

4.3 Direct labour

If the Work is performed on a time and materials basis, the Price shall, unless otherwise agreed, be paid as follows: – Payment for Goods and Services shall be made on the basis of monthly invoices.

When the Work is performed on a time and materials basis, the following items shall be invoiced separately:

(a) All transportation costs for AGINTECH personnel and their equipment and personal effects (within reasonable limits) by the means and class of transportation stipulated in the Contract;

b) The cost of lodging and other expenses of AGINTECH’s personnel including travel allowances, including for days off and vacations. The allowances are payable even in case of incapacity due to illness or accident;

c) Time worked, which shall be calculated by reference to the number of hours worked, as shown on the time sheets signed by the Client. Overtime, work on Sundays and holidays and night work shall be charged at specific rates. The rates shall be defined in the Agreement or, failing that, shall be those customarily charged by AGINTECH. Unless otherwise agreed, hourly rates shall cover normal wear and tear on AGINTECH-owned tools and light equipment ;

d) The time required :

– preparation and formalities following travel to and from home;

– to travel to and from home, and other travel to which the personnel is entitled in application of the laws, regulations or collective agreements in force in Belgium;

– daily trips between home and the Site if the duration exceeds half an hour each way and if no suitable accommodation closer to the Site is available

– waiting when work is prevented by a circumstance for which AGINTECH is not contractually responsible.

e) All expenses contractually borne by AGINTECH relating to the provision of equipment by AGINTECH, including, if appropriate, charges for the use of AGINTECH’s heavy equipment;

f) All taxes levied on the invoice and payable by AGINTECH;

g) Costs that could not reasonably be foreseen by AGINTECH and are caused by a circumstance not attributable to it;

h) Additional costs resulting from the application of mandatory rules in the social field,

i) Additional insurance costs specific to the Contract;

j) Costs, expenses and time worked as a result of extra work, the cause of which is not attributable to a breach of duty by AGINTECH. Where overtime is involved, it shall be charged at the rates set forth in c) of this Section 4.3.

4.4 Lump sum works

If the Work is carried out on a lump sum basis, the Price shall, unless otherwise agreed, be paid as follows:

– 30% of the Price at the conclusion of the Contract,

– 70% divided by month over the duration of the Contract according to the progress reports notified by AGINTECH to the Customer. Where the price of the Work is lump sum, the Price shall be deemed to include all items listed in Article 4.3 a) to e). The items listed in Article 4.3 f) to i) shall be deemed to be excluded from the contract price and shall therefore be charged separately. Where overtime is involved, it shall be charged at the rates referred to in c) of this Article 4.3.

4.5 Advance payments

Advance payments made by the Customer are to be credited against the Price and shall in no case constitute a deposit, the abandonment of which would authorize the Parties to withdraw from the Contract. They shall only be charged at the time of the final settlement.

4.6 Penalties

Receipt of the invoice shall automatically constitute notice of default by the Customer, without the need for any additional act, and by the simple expiry of the term. Any invoice not paid on its due date will automatically be increased by a fixed amount equivalent to 15% of the invoice amount with a minimum of 40 euros. In addition, all sums that have fallen due shall automatically and without prior notice bear interest at the applicable interest rate in accordance with the law of 2 August 2002 concerning the fight against late payment in commercial transactions.

4.7 Acceleration of the term – Cash payment

Should the Customer fail to honour a single due date, AGINTECH shall be entitled to demand immediate payment of the amounts still due for the Order, as well as payment on dispatch of the quantities still to be supplied, for all other orders in progress with the Customer.

4.8 Assumption of security and collateral

In the event of a deterioration in the Customer’s financial situation, AGINTECH reserves the right, even after partial execution of an Order, to demand from the Customer, by simple formal notice, a guarantee that will seem reasonable with a view to the proper execution of the Customer’s commitments and/or a reduction in the payment deadlines agreed between the Parties. The aforementioned guarantee may, at AGINTECH’s discretion, take the form of an advance, a guarantee from the parent company or a third party, an (un)conditional and irrevocable bank guarantee and/or the payment of a deposit into AGINTECH’s account. AGINTECH reserves the right to terminate all current orders with the Customer, without compensation for the Customer, if the requested guarantees have not been provided within eight (8) days of the notice of default.

5. Amendments and Supplements to the Contract

a) Unless otherwise specified, the Customer shall be entitled, until the Works have been delivered, to request AGINTECH in writing to make changes in the scope, design and execution of the Works. AGINTECH shall also be entitled to suggest such changes.

b) Requests and/or suggestions for changes shall include an accurate description of the requested or suggested change.

c) AGINTECH shall, not later than 30 days after receipt of a request for modification, or after having itself proposed a modification, notify the Customer in Writing of the manner in which the modification is to be carried out, specifying the resulting changes in the Price, the time(s) for completion and the other conditions of the Contract.

d) AGINTECH shall also notify the Customer in Writing of any changes made necessary by reason of a change in the laws, regulations applicable to the Works occurring between the date of the Offer and the acceptance/delivery of the Works. The Client shall bear the additional costs and other financial consequences that may result from such change.

e) The Customer shall notify AGINTECH in Writing, at the latest within 8 days of receipt of the notification from AGINTECH referred to in points c) and d) of this Article 5, of its position with regard to both the proposed modifications and the resulting changes to the Price, the time(s) for completion and the other conditions of the Contract.

f) AGINTECH shall not be obliged to carry out any change referred to in this Article and shall also be entitled to suspend the originally agreed Works to the extent that they would be affected by the change in question, until the Parties have reached agreement on the resulting changes to the Price, the time(s) for completion and the other terms of the Contract.

g) If completion of the Work is delayed as a result of disagreement between the Parties as to the effect of a change, the Customer shall pay that part of the Price which would have been due had the Work not been delayed.

6. Preparation for performance of the Contract

Where the Contract provides for Work on the Site, the following provisions shall apply:

a) The Customer shall obtain all necessary permits or authorizations from the public authorities prior to the execution of the Contract and conclude with third parties the contracts necessary for the proper execution of the Contract. In the event of failure to do so, the Customer shall indemnify AGINTECH against all harmful consequences.

b) The Customer shall provide at its own expense and in due time:

– A heated and lighted, lockable room for the storage and keeping of parts, tools and small installation material and in addition adequate working and living quarters for AGINTECH’s personnel. AGINTECH may provide the construction site huts according to availability and the rental conditions in force.

– The necessary electrical energy in the form of alternating current, three phase, 4 wires, 380/220 V. 50 p/sec.

– Drinking water.

– Auxiliary personnel such as laborers, masons, carpenters and other workers in the qualifications and number deemed necessary by AGINTECH.

– Large assembly equipment such as hoists, overhead cranes, hoists, platforms, etc., as well as auxiliary materials and equipment such as scaffolding wood, cement, sand, plastering materials, etc…

c) The materials and equipment necessary to commence the Work shall be available on site prior to the commencement of the Work and all preliminary work (including masonry, framing, connections necessary for the commissioning of the Assets or otherwise) shall be in such a state of progress that installation on the Site may commence upon the arrival of the erectors on the Site and shall be continued without interruption until full completion. In particular, the access roads and the location of the facilities shall be made readily accessible, graded and cleared to ground level, and the foundation masonry shall be set and dry. Foundation walls shall be completed; in the case of interior installations, walls and ceilings shall be finished. Doors and windows shall be in place.

d) The Customer shall at his own expense ensure the connection as well as the maintenance of safety and hygiene on the Site and shall always comply with all applicable standards in this context. If required by law, the Customer shall appoint a safety coordinator. AGINTECH shall not be obliged to carry out the Works under conditions that do not fully comply with all applicable safety, health and accident prevention standards.

e) The Customer shall deliver to AGINTECH, at the latest on the date specified in the Offer, the inventory, as required by law, of all asbestos and asbestos-containing materials present in all areas of the Site where the Works are to be carried out, as well as all the necessary information regarding the possible presence of dangerous products on the Site and/or the particular safety instructions applicable to the Site.

7. Time for Delivery Parformance of the Works

a) The time limits for delivery and performance of the Works shall commence on the occurrence of the following events, whichever is later

– Date of acknowledgement of receipt of the Order by AGINTECH.

– Date of the effective collection at AGINTECH’s head office of the entire amount relating to the down payment provided for in the order.

– Date of receipt of the technical data requested from the Customer and necessary for the manufacture of the Goods and/or the performance of the Services.

b) Unless expressly agreed otherwise in writing, the delivery or execution deadlines for the Works are to be considered as indicative; failure to comply with them may not therefore give rise either to the cancellation by the Customer of all or part of an Order, or to the debiting of any compensation or penalty by AGINTECH. AGINTECH shall only be obliged to respect a normal and reasonable deadline.

c) Partial deliveries are authorized.

d) In case of delay in delivery or execution of the Works, due to any event of Force Majeure or generally due to an event outside the control of AGINTECH (including, but not limited to, acts or omissions of the Customer as well as public authorities involved in the issuance of licenses authorizations, approvals or permits), the time limit in question will be extended by at least the duration of the said delay, without prejudice to what is provided for in Article 13, and adapted taking into account the other commitments that AGINTECH, and possibly those that its suppliers, may have made to third parties. Except in the case of Force Majeure, the interruption of the Works not attributable to AGINTECH shall result in the Customer bearing the costs of unemployment, accommodation, travel of the workers and other costs arising from it.

e) In addition, in the event of a delay in the agreed deadlines attributable to the Customer due to an action or omission on the part of the latter, the Customer shall automatically owe AGINTECH, as from the date of notification by AGINTECH that the Works are ready for delivery, compensation equal to 1% per month started as well as a storage fee equal to 0.5% per month started, calculated on the price of the Works concerned.

f) If an imperative delivery period has been expressly agreed in Writing and AGINTECH is solely and directly responsible for a late delivery, and if the Customer can prove that it has suffered damage as a result of the delay, the Customer shall be entitled to damages of 0.5% of the value of the undelivered Goods per week of delay. However, the total amount of damages shall in no case exceed 5% of the value of the overdue Goods.

g) Unless the Parties expressly agree otherwise, in the absence of installation on the Site, all Goods shall be deliverable EXWorks from one of AGINTECH’s places of business, in accordance with the most recent version of the Incoterms published by the International Chamber of Commerce. Transportation is the responsibility of the Customer and is at the Customer’s expense and risk. Delivery shall be deemed to have been completed when the “acknowledgement of receipt” documents are sent, showing the reference number of the Order. AGINTECH is prepared, at the Customer’s request, and on behalf of the Customer, to take out insurance covering the risks that the Customer will designate.

h) AGINTECH’s scope of work (including work performed by its subcontractors, if any) does not include all work on materials or products containing or likely to contain asbestos in any form, or in environments containing or likely to contain asbestos in any form. Notwithstanding the delivery of the asbestos inventory, as provided for in Article 6.

e) of the General Conditions, in case of reasonable doubt by AGINTECH on the presence of asbestos, AGINTECH has the right to measure or have measured by an independent accredited institution the presence of asbestos. If the measurements reveal the presence of asbestos, the Customer shall reimburse AGINTECH for all costs incurred for such assessments and measurements. In the event that asbestos is found to be present on the Site, AGINTECH shall be entitled to suspend the Work in the affected areas without incurring any liability and shall be exempt from any fines, penalties, damages or indemnities. In the event of suspension, AGINTECH shall be entitled to require an amendment to the Contract including an equitable adjustment of the Work schedule and price, reimbursement of all costs incurred and modification of other relevant contractual provisions. The Customer shall at all times remain liable to AGINTECH for all direct and indirect damages caused by the presence of asbestos.

8. Termination

a) In the event that the Customer fails to perform any of its contractual obligations, AGINTECH shall have the right to enjoin the Customer, by registered letter, to remedy such failure within a period of 15 days from the date of dispatch of the registered letter, on the expiry of which the Contract shall be terminated by operation of law, all deliveries shall be halted and all or part of the contracts in force with the Customer shall be terminated, all without compensation for the Customer, if the latter remains in default on expiry of the period set.

b) From the moment the Order is placed, cancellation by the Customer, even before execution has begun, will give rise to the payment by the Customer to AGINTECH of a lump sum of at least 30% of the agreed Price, as compensation. In any event, all amounts paid to AGINTECH by way of invoices and deposits shall remain the property of AGINTECH. AGINTECH always retains the right to request payment of the loss actually suffered.

9. Transfer of ownership – Risks

Ownership of the Works shall pass at the time of full payment of the Works by the Customer. Unless the Parties expressly agree otherwise, all risks whatsoever shall pass to the Customer, in the case of installation at the Site, upon single acceptance (or if the Parties have expressly provided for two-phase acceptance, upon provisional acceptance) of the Works or, in the absence of installation at the Site, upon delivery in accordance with Article 7 g) of the General Conditions.

10. Acceptance – Approval

a) The Works supplied by AGINTECH which have not been the subject of reservations on the delivery note or any other document in lieu thereof, and which have not been the subject of a written complaint within a period of eight (8) days from the date of their delivery, shall be irrevocably presumed to have been definitively accepted by the Customer and to be in conformity with its request and in good condition. If the Customer fails to take delivery, the period of eight (8) days referred to above shall commence on receipt of the dispatch note or any other equivalent document, or in the absence thereof, on receipt of the invoice.

b) In the event of installation on the Site by AGINTECH, when AGINTECH considers that the Work has been completed, the latter shall draw up and send to the Customer a report of acceptance. If the Customer does not react in writing within fifteen (15) days following the date of dispatch of the acceptance report, the acceptance is presumed to be accepted and approved without prejudice to any reservations mentioned in the acceptance report. The date of acceptance and approval shall be the date of the acceptance report. If the Customer refuses to sign the acceptance report, he shall state the reason for his refusal to sign it.

c) The Customer undertakes to accept the acceptance if the reservations mentioned in the acceptance report are minor. Minor reservations are reservations which are not such as to prevent the Client from commissioning the delivered Works.

d) Commissioning of the Works by the Client shall automatically imply their acceptance and approval without reservation. In this case, the date on which the Works are actually put into service shall constitute the date of acceptance.

e) AGINTECH is obliged to remedy the reservations mentioned in the acceptance report within a reasonable period of time unless otherwise agreed in writing. The list of reservations in the acceptance report is final.

f) No returns will be accepted without prior written authorization from AGINTECH.

11. Guarantees

a) Without prejudice to any specific guarantees defined in the Contract, or any specific guarantee linked to the nature of the Work supplied, AGINTECH guarantees the Work, for a period of twelve (12) months from the date of delivery or acceptance by the Customer, against all hidden defects, linked to the design, execution, material, manufacture or assembly.

b) The Customer must inform AGINTECH in writing of the presence of such a defect within thirty (30) days from the date of discovery of the defect. If this period of thirty (30) days is not respected, the Customer may no longer make use of the present guarantee, for the hidden defect found, against AGINTECH.

c) As regards the equipment delivered to AGINTECH by its suppliers, but which could not be installed at the Customer’s premises for reasons not attributable to AGINTECH, the period of guarantee shall begin on the date of delivery of the said equipment by the supplier to AGINTECH.

d) Defects attributable to insufficient maintenance, normal wear and tear, inappropriate use of the equipment, lack of supervision or repair or rectification by a third party are not guaranteed. AGINTECH shall not be liable for defects resulting from an act of God or due to an undetermined cause.

e) In the event of a valid warranty claim within the warranty period, AGINTECH’s warranty obligation shall be limited to the Work supplied by it. This warranty obligation implies that AGINTECH will, at its discretion, repair or replace the Work supplied.

f) In case of repair or replacement of the material under warranty, the travel expenses of the technical personnel as well as the expenses inherent to the transport, both to and from the place of delivery, are at the expense of the Customer, the replacement parts being delivered to AGINTECH’s workshops unless otherwise agreed.

g) Replaced parts must be returned to AGINTECH’s workshops, free of charge, within one month of their replacement, failing which AGINTECH reserves the right to invoice the value of the parts.

h) Any intervention or use by the Customer on the equipment before receipt will render the guarantee clause null and void and will make the Customer automatically responsible for any damage caused to the said equipment.

12. Liability

Except in the case of fraud or wilful misconduct on the part of AGINTECH, AGINTECH’s liability under or arising out of the Agreement is limited as follows:

(a) The maximum aggregate amount of damages to which AGINTECH may be liable is limited to fifteen percent (15%) of the total price (exclusive of VAT) of the Work ;

b) AGINTECH shall never be liable for loss of production, loss of profit, damage to reputation or other forms of moral prejudice, nor for indirect or consequential damages;

c) All liability of AGINTECH is extinguished for any damage of which the Customer has not informed AGINTECH by registered letter within thirty (30) days of the date on which the damage occurred;

d) The maximum total amount of all fines or lump-sum compensation provided for in the Contract that may be payable by AGINTECH is limited to five percent (5%) of the total price (excluding VAT) of the Work.

e) Any damage caused by the material entrusted by the Customer to AGINTECH, attributable to any defect, manufacturing fault or design of said material, shall be borne exclusively by the Customer.

f) The Customer shall indemnify AGINTECH against all claims or actions for recourse by the Customer’s insurers that go beyond the exclusions and limitations contained in this Article 12.

g) The Parties agree to a mutual waiver of recourse in relation to all damages caused to the Property(s) and the Site until the end of the Contract. The Parties undertake to impose this waiver of recourse on their insurers.

13. Insurance

In the event of Work on the Site, the Customer is required to cover AGINTECH in the property insurance of the Site or, if applicable, in the Customer’s all-risk site insurance. The insurance company will not be entitled to claim against AGINTECH (or its civil liability insurance) in case of damage.

14. Confidentiality

a) The Parties acknowledge the confidential nature of the provisions of this Agreement. Without prior mutual written consent, these provisions may not be communicated directly or indirectly to third parties, unless required by law. However, the following shall not be considered as third parties: the Parties’ insurer, regulators, public authorities and subcontractors.

b) This obligation of confidentiality also applies to any information, communicated orally, in writing or electronically, of any nature whatsoever (commercial, economic, financial, technical, legal or other) and in any form whatsoever, transmitted by one Party to the other Party during the negotiation and performance of the Contract with the exception of

– information that has become public knowledge prior to the entry into force of the Contract ;

– information that was already known to the receiving Party before the other Party communicated it to it, provided that the receiving Party provides proof of the alleged anteriority;

– information that has been brought to the attention of one of the Parties by a source other than the other Party without the third party in question having breached an existing confidentiality undertaking towards that Party;

– information disclosed by either Party pursuant to an administrative or judicial order. In such a case, the Party receiving the injunction shall inform the other Party in writing as soon as possible;

– information disclosed to auditors, shareholders and/or related companies, insurers or legal advisors of the Parties, provided that they are also bound by a duty of confidentiality that guarantees an equivalent level of protection.

c) Each Party undertakes to ensure that this obligation of confidentiality is respected by its employees and corporate officers, it being understood that only those of them directly concerned with the proper performance of the Contract shall have knowledge thereof.

d) The obligations of the Parties under this Article 14 shall terminate three (3) years after the expiration of the Contract, regardless of the cause thereof.

15. Force Majeure

Force Majeure shall suspend the obligations of the parties under the Contract. The party invoking a case of Force Majeure shall notify the other party within three (3) days of the occurrence of the event, and shall inform it of the probable duration of its effects. It shall make every effort to minimize the consequences. If the force majeure continues for more than one (1) month, the contract may be declared null and void and only the price of the part of the Work already performed before the onset of the force majeure shall be due by the Client. Any excess amount paid in advance by the Customer shall be refunded to the Customer.

16. Hardship

a) If changes occur beyond the control of the Parties, in particular in the legal and/or regulatory framework, and if such changes significantly alter the economic balance of the contractual relations in relation to the situation prevailing at the time of signing the Contract, each Party shall have the right, at the latest within sixty (60) calendar days following the entry into force of the aforementioned change, to request by registered letter the renegotiation of the Contract

b) Negotiations for the amendment of this Contract shall be conducted in good faith with a view to restoring the economic balance of the contractual relations between the Parties as they existed at the time the Contract was signed. The Contract shall remain in effect until such time as there is a written agreement between the Parties concerning the amendments.

c) If the Parties fail to reach an agreement within sixty (60) working days following the request for renegotiation sent by registered letter, each Party shall have the right to terminate the Contract immediately, by registered letter and without judicial intervention.

17. Non-solicitation clause

The parties agree to refrain from recruiting any employee of the other party.
Each party thus expressly renounces attempting to recruit or to have the other party’s personnel work directly or indirectly. In this respect, they renounce attempting and inducing employees to leave their company for the business partner of the latter.
Likewise, the parties undertake not to respond to solicitations from an employee who wishes to leave his or her company for the other party.
This mutual obligation weighs on the parties during the entire duration of the commercial relationship. It continues for two years after the end of the relationship.
Failure to comply with this clause leads to the payment of a penalty equal to 6 months of the employee’s gross salary by the defaulting party to its co-contractor.

18. Applicable Law – Jurisdiction of Courts

All Contracts are subject to Belgian law. Any dispute between AGINTECH and the Customer concerning the interpretation or execution of the Contract or its consequences shall be under the exclusive jurisdiction of the courts of Namur.