GENERAL TERMS AND CONDITIONS OF SALE

Art. 1. Applicability. Unless otherwise agreed, these general terms and conditions of sale apply to all offers, quotations, sales and contracts for maintenance, installation and repair work carried out by ROGIERS LTD.
By accepting the order confirmation, the buyer declares that he agrees with this and renounces the application of his own general (purchasing) terms and conditions. Deviating clauses only apply to ROGIERS LTD if they have been expressly accepted by ROGIERS LTD in writing. ROGIERS LTD may modify these general terms and conditions of sale at any time by notifying the buyer of the new version.

Art. 2. Offers. All offers and quotations are without obligation and are only binding on ROGIERS LTD after they have been accepted or confirmed in writing by the buyer. The contract of sale is only definitively accepted after the order confirmation has been sent by ROGIERS LTD to the buyer. ROGIERS LTD is not liable for errors and deviations in images, drawings and indications of weights and measures, translations, as well as any other specifications in price lists or advertising material, as well as in offers or order confirmations, unless these have serious consequences for the capacity or proper functioning of the machines.

Art. 3. Delivery. All shipments are made at the risk and expense of the buyer. Transfer tax and/or VAT as well as all transport costs are always at the expense of the buyer. ROGIERS LTD undertakes to do everything possible to ensure that the order is perfectly executed based on the contract drawn up in accordance with the standards in force or, failing that, in accordance with the rules of the art. Delivery times, assembly, installation and repair times are always given approximately.
Failure to comply with this cannot give rise to the termination of the contract or to any claim for compensation on the part of the buyer. Changes to the order automatically result in the predetermined expected deadlines being cancelled.
Parties may agree to perform a Factory Acceptance Test (FAT) of the machine before delivery. The conditions for carrying out a FAT are defined in writing in advance. In that case, delivery will only take place after acceptance of the test results by means of the buyer's signature of the FAT form.
If the customer unilaterally requests a postponement of delivery or installation after a delivery date has been obtained, all additional services, materials and handling costs may be charged at an additional cost. If the period of postponement requested by the customer should be so long, the manufacturer's warranty will be shortened proportionately.

Art. 4. Assembly, commissioning and maintenance or repair work. Unless otherwise agreed in writing, the costs of assembly and commissioning are not included in the sales price. If ROGIERS LTD has committed to the assembly and commissioning, it will only accept liability with regard to the operation of machines if:
- assembly and commissioning is carried out in accordance with its instructions and by its technician;
- the conditions on the place of assembly and commissioning do not exert any nuisance and the building in which the machines are to be installed complies with the applicable construction-technical and installation-technical requirements.
If, due to circumstances beyond the control of ROGIERS LTD, the technician is unable to start or continue the installation and commissioning on a regular basis, all costs arising from this will be borne by the buyer. Any delays in the execution of assembly, maintenance or repair work, whatever the reason for these delays may be on the part of the buyer, do not entitle the buyer to any compensation or reimbursement of any costs.
If work or modifications are carried out by unauthorised persons or persons who do not belong to ROGIERS LTD, ROGIERS LTD reserves the right to refuse all liability and warranty. No work to be carried out in hazardous conditions should be entrusted to a secluded worker. The presence of another person capable of quickly sounding the alarm is necessary.
Assembly is included and calculated in accessible rooms. If special equipment, such as a forklift or crane, is required for assembly because accessibility or volume do not allow it, this is at an additional cost and at the expense of the customer.
No task that has to be carried out by employees of Rogiers in dangerous conditions may be entrusted to a secluded employee. The presence of another person, appointed by the customer, who is able to give a quick alarm, is necessary.
The commissioning is included and concerns the treatment of 1 piece and its demo.
Any demolition and/or repair work due to a shortage of foundations, dust extraction or all kinds of unforeseen circumstances that cause the work to be stopped or delayed are at the expense of the customer.
The buyer commits itself to allow the machines to be operated and to be maintained only by suitably trained personnel and to strictly comply with the operating and maintenance instructions provided by ROGIERS LTD or the manufacturer. All risks relating to the use of the machines are transferred to the buyer upon completion of assembly and commissioning.
The training of more complex machines such as CNC machines with specific software can be done partly in the company Rogiers and partly at the customer according to the number of days described in the contract. Any extra days are at an additional cost.
If, in the future, other operators will operate the machine, it is the customer's responsibility to first request training for these operators. This is at an additional cost and absolutely necessary for the proper functioning of the machine. Rogiers reserves the right to modify the warranty conditions if the machine is used by an untrained person.
After the assembly and successful commissioning of the machine, the buyer undertakes to sign a Site Acceptance Test (SAT) or similar declaration. If, after commissioning, the machine does not show any defects that impede its contractually agreed operation, the buyer is obliged to sign the SAT or similar declaration, without prejudice to the obligation of ROGIERS LTD to provide technical assistance under the terms of the warranty. Any remarks, which are established during the final acceptance, will be included in a summary but do not allow the buyer to refuse the final acceptance. These remarks must be dealt with by Rogiers within a certain period.
The machine can only be put into service by the customer's internal prevention advisor after the final acceptance has been completed. The machine can only be put into operation after the customer's internal prevention advisor has given the approval for commissioning. Rogiers declines all responsibility if no commissioning report has been drawn up by the customer or if the customer would have put the machine into use without this commissioning report.
No risk analysis reports are provided with ordering/delivery. Such documents are part of the technical construction file of the machine and are therefore kept by the manufacturer, who is only obliged to disclose them upon legal request.
No workstation sheets and safety instruction cards will be handed over with ordering/delivery. These are at the expense of the client's internal prevention advisor.
Any additional safety and/or inspections (if the installation is placed in a line) are not included.
Unless otherwise agreed, EC declarations of conformity for the assembly of machines are always at the expense of the customer.
The machines comply with all necessary regulations and safety requirements (CE). Any additional safety devices and inspections (in addition to the CE approval) are not included. The inspection of the installation after installation (by a recognised (Belgian) inspection body) is also not included.

Art.5. Complaints. All complaints must be well-founded and properly motivated. They must be addressed in writing and directly to ROGIERS LTD and must reach us, under penalty of forfeiture:
a) for complaints concerning the goods, within 3 days upon receipt of the goods.
b) for complaints concerning the invoice: within 8 days upon receipt of the invoice.
A complaint does not suspend the payment obligations and does not authorize the buyer to refuse delivery for goods that are not the subject of the complaint.
 

Art. 6. Warranty. ROGIERS LTD guarantees the delivery of new machines and installations during the period of 12 months after delivery or signature of the SAT or similar acceptance form. Warranty means that ROGIERS LTD will repair the parts that may be defective during that period as a result of a manufacturing defect free of charge or replace them (at the discretion of ROGIERS LTD) with others, provided that this defect is notified to ROGIERS LTD in writing within the above mentioned period of 3 days after the discovery of the defect. The warranty period may also be limited in the number of hours of use if expressly agreed in the special terms and conditions. Parts to be replaced will be supplied under the agreed terms of delivery and will not extend the duration of the warranty period.
No other warranty is allowed on the delivered goods unless expressly stipulated otherwise and stated in the special conditions. Travel expenses for machines with a sales value of less than 3,500.00 EUR are never covered by the given warranty. No warranty of any kind is provided on all electrical and electronic components. ROGIERS LTD declines all responsibility for electrical and pneumatic connections. These are only temporary and are intended exclusively for testing the machines. Transformations carried out by the customer-buyer or repairs by third parties to the delivered goods relieve ROGIERS LTD of all responsibility for the delivered goods in full and definitively. The warranty is void if a buyer fails to meet its payment obligations.
The operating instructions and maintenance instructions are included with the delivery of machines. Use contrary to the operating instructions and/or failure to comply with the maintenance instructions will void the right to warranty.
No warranty is given on used and second-hand machines, and they are sold in the state they are in, unless otherwise agreed in writing.
 

Art. 7. Retention. The delivered goods remain the property of ROGIERS LTD until full payment of capital, interest and associated costs. Nevertheless, the buyer is fully responsible for our goods and is fully accountable in the event of their loss.
 

Art. 8. Selling price. The selling price will always be the one in force on the day of delivery, unless the price is fixed and unchangeable in the order confirmation. If, between the date of the contract and the date of delivery, the factory prices (including raw material prices, wages, energy costs, etc.) have increased, ROGIERS LTD will therefore be entitled to adjust the agreed price.
 

Art. 9. Payment terms. All invoices of ROGIERS LTD are always payable at its registered office in WAREGEM, unless otherwise stipulated on the front of the sales contract which stipulates the period within which payment must be made to a bank account indicated by ROGIERS LTD.
In the event of non-payment on the due date, a default interest of 12% per year will also be due on the invoice amount, by operation of law and without the need for a prior notice of default.
In the event of non-full payment on the due date, the buyer loses any right to any discount and the invoice amount will also be increased by 12% by operation of law and without prior notice of default being required, by way of conventional damage clause with a minimum of EUR 150.00 and a maximum of EUR 2,500.00.
 

Art. 10. Caution. If ROGIERS LTD loses confidence in the buyer's creditworthiness by acts of judicial execution against the buyer and/or other demonstrable events that call into question and/or make impossible confidence in the proper performance of the commitments entered into by the buyer, ROGIERS LTD reserves the right to require the buyer to provide appropriate caution. If the buyer refuses to do so, ROGIERS LTD reserves the right to cancel all or part of the order, even if all or part of the goods have already been shipped.

Art. 11. Discount. No discounts are granted unless they are expressly stipulated on the front of the sales contract or in the special conditions. Permitted discounts are only valid on full payment of the relevant invoice.
 

Art. 12. Refund of advances. The advances paid by the buyer must not be returned under any circumstances and remain definitively vested in the seller at all times and without any exception, without prejudice to all rights of the latter.
 

Art. 13. Cancellation. Full or partial cancellation by the buyer of an agreement concluded with ROGIERS LTD is only possible with the written consent of ROGIERS LTD. If ROGIERS LTD agrees to the total or partial cancellation of the contract, the buyer will immediately owe at least a contractual penalty of 30% of the invoice value (excluding VAT), without prejudice to the right of ROGIERS LTD to compensate for its damages, including loss of profit and all costs resulting from the total or partial cancellation.
 

Art. 14. Repossession. Delivered goods will never be taken back. The treatment of all packaging materials is at the expense of the customer. These will never be taken back without prior written consent.
 

Art. 15. Intellectual Property. ROGIERS LTD or its licensors remain the owner of intellectual and/or industrial property rights to the machines, components and software, including engineering and know-how, at all times. The buyer shall not reproduce the product or parts of the product, including software, or make copies thereof. For machines equipped with software, ROGIERS LTD is never liable for defects in the software. Unless expressly agreed otherwise in writing, the buyer is obliged to take care of maintenance and updates of the software after the delivery of a machine. If a subcontractor of ROGIERS LTD grants the right to use the software only in accordance with the provisions of its user, licence and/or maintenance agreements, ROGIERS LTD is only obliged to transfer its rights to its supplier of the software to the buyer at the written request of the buyer. In that case, only the provisions of the agreement(s) concluded by ROGIERS LTD with its subcontractor shall apply. ROGIERS LTD will inform the buyer of the applicable provisions upon his written request. Subject to prior written consent, the Buyer undertakes to keep all technical information received from ROGIERS LTD strictly confidential and not to disclose it.

Art. 16. Force majeure. Force majeure is understood to mean any event or circumstance that is beyond the will or control of the parties and that prevents delivery or timely delivery of the goods sold, such as natural disasters, insurrection, war, fire, strike, blockades, sabotage, epidemics, pandemics, related government measures and non-delivery or late delivery to ROGIERS LTD by its supplier or late receipt by ROGIERS LTD from the supplier.
In the event of a case of force majeure that prevents ROGIERS LTD from fulfilling its obligations under the contract, the time necessary to fulfil its obligations will be automatically extended by a period corresponding to the duration of the force majeure event, without ROGIERS LTD being liable to pay any compensation, subject to the buyer's obligation to pay the amounts due, for which the contractually agreed due dates remain in full force and effect.
If payment is to be secured in whole or in part by means of a bank warranty, in the event of a case of force majeure, the buyer is obliged, at the first request of ROGIERS LTD, to extend the duration of the bank warranty, failing which ROGIERS LTD is entitled to store the goods in its warehouse (at the buyer's expense) in the event of a case of force majeure. In any event, the Parties shall take all measures in their power to ensure that the fulfilment of the obligations delayed by force majeure is fulfilled within the shortest possible time.
If a temporary inability to perform lasts longer than six months after the time at which delivery was intended, the parties will consult each other about the consequences of the force majeure on the terms of the agreement, in particular on prices and delivery times, and will try to reach agreement in good consultation on the conditions for the continuation of their mutual obligations.
If completion is permanently impossible, the parties have the right to dissolve the agreement. In the event of force majeure, ROGIERS LTD is never obliged to compensate for any damage.
 

Art. 17. Liability. Compensation for loss of production and loss of raw materials, due to any reason, can never be charged by the buyer and affiliated companies. Any liability for whatever reason will always be limited to a maximum of the amount of the purchase price of the individual property in question that has already been paid by the buyer at the time of his claim. In any case, ROGIERS LTD will not bear any liability for any indirect damage such as financial and commercial loss, loss of production, loss of profit, loss of customers, ... For all CNC or PC machines, the customer is expected to always take backups of the programs. Loss or damage thereof can therefore under no circumstances be grounds for compensation.
 

Art. 18. Personal Data and Privacy. (Personal) data obtained from the buyer will be processed by ROGIERS LTD in accordance with the applicable privacy legislation insofar as they are necessary for a good service to the buyer. The data is processed exclusively for the purpose of carrying out orders, providing information to the buyer and sending invoices and business/product information. ROGIERS LTD does not store the personal data any longer than is necessary for the aforementioned purposes and ensures that appropriate technical and organisational measures are taken to protect the personal data. The data will not be passed on to third parties, except in the event that ROGIERS LTD is obliged to do so by law or court order.
 

Art. 19. Nullity. The nullity of one of the clauses of these general terms and conditions of sale does not entail the nullity of the other provisions.
 

Art. 20. Transfer. ROGIERS LTD unilaterally reserves the right to transfer orders, sales and agreements to other affiliated companies.
 

Art. 21. Law and Jurisdiction. The court of West Flanders shall have sole jurisdiction over all disputes and disputes relating to the present sale as well as for any judicial collection. Only Belgian law is applicable

TERMS & CONDITIONS OF PURCHASE
 

Art.1. All orders or agreements between the supplier/service provider and ROGIERS LTD are exclusively  governed by these General Terms and Conditions of Purchase. Other conditions from any other document  imposed by the supplier/service provider, regardless of the time at which they are communicated to  ROGIERS LTD, are expressly excluded. No derogation can be granted unless confirmed in writing by  ROGIERS LTD.
ROGIERS LTD reserves the right to modify these General Terms and Conditions of Purchase. The amended General Terms and Conditions of Purchase will take effect immediately upon notification to the  supplier/service provider.
 

Art.2. ROGIERS LTD will place an order using a classic order form or via the order platform of the  supplier/service provider with reference to all the details (location, delivery date, article number, color,  etc.). Each individual contract is concluded upon receipt by ROGIERS LTD by letter, by confirmation on the  supplier's platform or by e-mail of an order confirmation and within a maximum period of 5 working days  after the order form has been sent. ROGIERS LTD may revoke the order or terminate the contract within 5 working days without the right to any form of compensation, subject to mutual return of the goods already delivered. An offer from the supplier/service provider can only be expressly accepted by ROGIERS LTD by means of a written confirmation. A mere silence on the part of ROGIERS LTD cannot be interpreted as an acceptance.
 

Art.3. The object of purchase is the good or service as specified in the order form, taking into account  catalogues and/or advertisements of the supplier/service provider and taking into account the minimum  characteristics of such goods or services for the intended use (format, color, material, etc.). Documents emanating from the supplier/service provider, distributor, importer or manufacturer can only form part of  the contract if they are known and accepted by ROGIERS LTD before the conclusion of the contract.
For all orders for printed matter, a test print must be submitted to ROGIERS LTD for approval. For all  concepts, products, software,... developed for ROGIERS LTD, a proof of concept ("POC") must be submitted  to ROGIERS LTD. The commissioning and/or acceptance of a POC does not in any way indemnify the  supplier/service provider of its product – and other liabilities.
 

Art.4. The price for the goods or services to be delivered shall be the price agreed between the parties and expressly stated on the order form issued by ROGIERS LTD. Any change in the price or other terms and conditions must be expressly confirmed in writing by ROGIERS LTD. The price will include all costs up to  and including delivery and will be expressed in Euro according to the principle: Delivered at Place (DAP - Incoterms 2010), unless explicitly stated otherwise on the order form.
 

Art.5. The delivered good can never be the subject of any form of right of ownership (simple, extended,  prolonged) by the supplier. A delivered good cannot at any time serve as security for any outstanding  claims of the supplier/service provider against third parties. The right of ownership is automatically  transferred to ROGIERS LTD after delivery. If ROGIERS LTD has paid part or all of the price for delivery, the right of ownership will pass immediately after payment. The supplier is responsible for the risk of the destruction of the goods until after the delivery of the goods.
 

Art.6. Payment is made at the registered office of ROGIERS LTD.
Unless otherwise agreed between the parties, the payment terms are as follows: - 14 days after receipt of the invoice provided a discount of 3% or - 60 days after invoice date or 45 days end of month.
The date of payment is the day on which the sum is debited from the account of ROGIERS LTD.
 

Art.7. ROGIERS LTD is always entitled to deduct outstanding claims from the supplier/service provider from payments to be made.

Art.8. Any shortcoming on delivery will be considered as 'a defect' or 'defective'. The good or service will be ready for use and will be free of all visible and hidden defects. The goods or services delivered will be in  accordance with the order (size, color, material, etc.) and “fit for purpose and use”, with the normal  requirements of usability, reliability and longevity. The signing of a delivery note or similar document is a  conditional acceptance and is never an acknowledgement of the quality or conformity of the goods or service. The warranty period is at least twenty-four (24) months from the date of delivery.
 

Art.9. In the event of a defective delivery of the goods or services, ROGIERS LTD has the option, without  notice of default and without prior judicial authorization, to: - refuse the defective delivery and return it free of charge (including additional costs to be borne by the supplier) and/or - call on a third party at the expense of the supplier/service provider, even if the price of this third party would be more than the price agreed with the supplier/service provider, and/or - cancel the order without the supplier/service provider being able to claim any compensation.
 

Art.10. ROGIERS LTD is entitled to compensation for all damage suffered, including, but not limited to, loss of profits, all costs of replacement and (re-)installation, damage caused by delay, consequential and  reputational damage. Under no circumstances shall ROGIERS LTD be liable for any indirect, incidental,  consequential or lost profits arising from or in connection with this order.
 

Art.11. The supplier/service provider undertakes to deliver the goods or services in full and on time, partial  deliveries will not be accepted unless otherwise agreed. A late delivery is a defective delivery. 
Circumstances that may result in a delay in delivery will be reported in writing by the supplier/service provider to ROGIERS LTD immediately upon discovery. Defects that existed at the time of delivery and that ROGIERS LTD could reasonably identify after inspection are deemed to have been accepted if ROGIERS LTD has not submitted any written objections to the supplier/service provider within one month of delivery. Hidden defects must be reported to the supplier/service provider within 2 months of their discovery.
 

Art.12. In the event of a defective delivery, time limits only start from the moment the defect is rectified. 
ROGIERS LTD is not obliged to pay in part for defective deliveries. A partial payment can under no  circumstances be considered as an acceptance of the defect.
 

Art.13. Timely delivery and execution is essential. For each day that the defect in delivery has not been remedied, ROGIERS LTD has the right to deduct 0.5% of the total value of the order from the price without notice of default, up to a maximum of 10% of the value of the order.

Art.14. The supplier/service provider guarantees that the goods or services are fully compliant with the applicable legislation at European, national and regional level. This includes, among other things, the applicable regulations relating to safety, environment and hygiene, REACH. The supplier/service provider shall indemnify ROGIERS LTD against all claims from third parties.
As stipulated in Article 1.7.4 of the Machinery Directive 2006/42/EC, it is necessary to translate the machine manuals, EC certificates of conformity and SDS sheets into the mother tongue of the language area in which the end customer (if known at the time of ordering) is located (Dutch, French or Germanspeaking region). Translations of the original manuals provided by the manufacturer must be accompanied  by a certificate from the approved translation agency that carried out the translation. Translations via online translation tools are not accepted.
If the required translation cannot be delivered by the manufacturer, ROGIERS LTD can organize the  translation against payment, provided that the original manual in Word format with selectable text is provided  to ROGIERS LTD.
 

Art.15. The supplier shall ensure that the goods have been packaged as economically, safely and carefully as possible so that they will arrive at their destination undamaged, taking into account the modes of  transport used. Packaging should be suitable for reuse and recycling as much as possible. The supplier is  responsible for the processing of residual packaging, unless otherwise agreed. 
 

Art.16. Unless otherwise agreed, the supplier is responsible for transport, customs, VAT or other  formalities. The supplier will only use carriers that comply with all relevant legal provisions. The supplier will provide proof of this at the simple request of ROGIERS LTD.
 

Art.17. The supplier/service provider undertakes to insure the goods or services for their invoiced value  against all possible damages. This includes, among other things, insurance for transport damage, for  damage due to theft and product liability. The supplier/service provider will be able to provide a certificate  at any time upon request of ROGIERS LTD.
 

Art.18. The rights, obligations and other interests of the supplier/service provider may not be transferred by the supplier/service provider, in whole or in part, without the prior written consent of ROGIERS LTD and any alleged transfer of the same will be null and void and ineffective.
The supplier/service provider may only subcontract or otherwise delegate its obligations under this order with the written consent of ROGIERS LTD. In all these cases, the supplier/service provider remains  responsible for the obligations performed by subcontractors to the same extent as if these obligations had been performed by the supplier/service provider.
The supplier/service provider is solely responsible for all costs and other liabilities due to the subcontractor. The use of a subcontractor will not result in increased costs or liability for ROGIERS LTD, will not release the supplier/service provider from its obligations of an order and will not lead to an extension of delivery dates or other timetables.
 

Art.19. If the supplier/service provider, their agents or the transporters enter the ROGIERS LTD establishment, all applicable safety regulations must be strictly observed. The supplier will monitor compliance and will take all necessary measures to this end. The supplier/service provider has received all relevant information from ROGIERS LTD.
 

Art.20. All products exported by the supplier/service provider for ROGIERS LTD within the framework of this order are considered as contracted work and are therefore the property of ROGIERS LTD.
If such a product cannot be considered a 'work made for hire' according to the applicable legislation, the  supplier/service provider hereby irrevocably and without further consideration or action assigns all rights, claims and interests of supplier/service provider in and to such products, copyrights, patents or other  intellectual property rights, including plans and drawings, and all other data to ROGIERS LTD.
In the event that supplier/service provider discloses any non-patented method, processes or information  relating to the product sold, this will be considered as part of the product sold and included in the sale price, unless supplier/service provider clearly indicates otherwise in writing at the time of sale or prior thereto and the same is fully understood and accepted by ROGIERS LTD in writing.
 

Art.21. The supplier/service provider indemnifies ROGIERS LTD against any form of liability or claim for  infringements or alleged infringements by the purchased good or service on intellectual property rights of  third parties. All costs incurred by ROGIERS LTD in such circumstances (including lawyers' fees) will be immediately recoverable from the supplier/service provider and may be deducted from outstanding  payments.
 

Art.22. The supplier/service provider shall keep completely confidential all information obtained from ROGIERS LTD that is confidential by its nature. This data includes, but is not limited to, product specifications, volumes, pricing, plans, or drawings.
ROGIERS LTD may immediately claim from the supplier/service provider any damage suffered as a result of the supplier/service provider's failure to comply with this clause.
 

Art.23. No modification, change or extension of the order shall be invoked against ROGIERS LTD unless it  has been done in writing with specific reference to the order and signed by an authorized representative of  ROGIERS LTD. ROGIERS LTD reserves the right to modify or cancel all or part of the order. Additional  charges, fees or penalties are not permitted unless ROGIERS LTD agrees in writing to such charges, fees or  penalties. In the event of cancellation, the supplier/service provider will immediately cease the  performance.
In the event of termination of the order, ROGIERS LTD shall not be liable to the supplier/service provider  for any amount and the supplier/service provider shall be liable to ROGIERS LTD, in addition to any other remedy available under the terms of this order, for any damages resulting from the default giving rise to the termination.
 

Art.24. If the supplier/service provider is declared bankrupt, requests a deferral of payment, proceeds to  liquidation or its assets are seized in whole or in part, the agreement will be dissolved by operation of law.

Art.25. In the event that any of the provisions of these General Terms and Conditions of Purchase are  declared invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce all or part of the Terms from time to time shall not constitute a waiver of these  Terms.
The supplier/service provider's relationship with ROGIERS LTD is that of an independent contractor and  nothing in the order shall be construed as creating a partnership, joint venture, agency or employer-employee relationship between the parties.
 

Art.26. The supplier has read the "Supplier Code of Conduct" of ROGIERS LTD and agrees to comply with  all the requirements of the Supplier Code of Conduct. If the supplier/service provider fails to comply with the Supplier Code of Conduct, this will constitute a breach of these terms.
ROGIERS LTD may, at its option, terminate any order immediately without further liability in the event of a  breach by the supplier/service provider.
 

Art.27. The rights and obligations of the parties with regard to delivery, liability, intellectual property,  confidentiality and applicable law shall survive the termination of this order.
 

Art.28. Any dispute will be submitted, at the discretion of ROGIERS LTD, to the competent courts of the judicial district of the registered office of ROGIERS LTD.
All contracts are governed by Belgian law, with the exception of the United Nations Convention on  Contracts for the International Sale of Goods (CISG).