Terms and Conditions

ARTICLE 1 - SCOPE OF APPLICATION OF THESE GENERAL CONDITIONS OF SALE

1. All products offered by Cruso, hereinafter referred to as the "supplier", all sales or development contracts concluded by it for the supply of goods or the execution of projects or special orders, as well as all legal relationships between the supplier and the customer, are governed exclusively by these general terms and conditions of sale. The customer hereby waives the right to assert its own general terms and conditions of sale.

2. These general conditions of sale also apply to any additional projects or special orders and order amendments.

3. The invalidity of one or more clauses of these general terms and conditions of sale shall not affect the validity of the other contractual clauses.

ARTICLE 2 - OFFERS, PRICE LISTS, ORDERS, ORDER CONFIRMATIONS

1. All offers and price lists are communicated without contractual commitment. Orders placed with the supplier are only valid and deemed accepted if they are confirmed by the supplier.

2. Any special conditions of sale are only in force if they are expressly mentioned by the supplier on the order confirmation or any other document linked to the order. The latest mention of special conditions on the date of the document shall prevail.

3. The documents transmitted by the supplier, in particular catalogues, samples, photos, plans, dimensions, technical characteristics, etc. are for information purposes only; all product specifications may be modified without notice. The customer will ensure that he checks whether the version of the information available to him is up to date at the time of confirming his order.

4. All documents, catalogues, samples, prototypes, etc. provided by the supplier are and remain the property of the supplier. They may only be used to promote the sale of the supplier's products. Copyright remains the property of the supplier. The reproduction or publication, even partial, of the information transmitted is subject to the prior written authorisation of the supplier. All of these documents must be returned upon simple request. The customer will ensure that competitors or third parties acting on behalf of competitors do not have access to these documents.

5. The measurements appearing in our advertising or commercial documents and in our sketches are external dimensions.

ARTICLE 3 - DELIVERY TIME AND PLACE

1. "Delivery time" means the period provided for the delivery of the goods or the provision of the services. The delivery time begins to run as soon as the supplier has confirmed the order, is in possession of all the documents and information that the customer is required to provide to him and has received full payment for the order. Where applicable, when the supplier has received the advances or down payments provided for in the contract and/or in the special conditions or in the specific payment conditions agreed with the customer prior to the order. In the event of the use of fabrics, artificial leathers or leathers from the customer, the delivery time begins to run from the receipt of these goods by the supplier and the payment of the order.

2. Delivery dates or times are given for information purposes only.

3. The customer is required to mention the delivery address in writing at the time of order confirmation. In the event of a change of address compared to a previous order, the customer is required to mention it immediately. By default, the supplier will use the last address known to the customer, including if it concerns different projects. This address is included in a document linked to the order and sent by the supplier (estimate, purchase order, or invoice). The absence of comments within 24 hours on the delivery address mentioned on the last document sent by the company (estimate, purchase order or invoice) constitutes acceptance of the delivery address by the customer and good for shipment. If this address must be changed subsequently, any costs of modification and repatriation of goods already shipped will be borne by the customer.

4. The delivery period is extended by a period equal to that during which the customer fails to fulfil his obligations, for example in the event of non-payment of a due invoice, overdrafting of credit, incomplete order specifications on the part of the customer.

5. If the customer does not take delivery of the goods within 5 days from the date of provision or changes the delivery week, the supplier is entitled to store the goods at the customer's expense and risk.

6. In the event of delivery by the supplier, the customer is obliged to take delivery in full on the agreed dates or during the customer's normal opening hours.

7. Receipt by the customer (or his representative) must occur at the time of delivery.

8. Unless otherwise specified in the order confirmation, deliveries are made to the unloading dock or in front of the customer's front door.

9. When the delivery includes an assembly service, the customer is required to receive the goods at the time of delivery and to store the goods under his responsibility. The company cannot be held responsible for any damage to the goods occurring after delivery of the goods. The customer assumes full responsibility for the goods located on the unloading dock or at his front door.

ARTICLE 4 - PRICE

1. All prices are exclusive of VAT. Cruso's price lists indicate the sales price to the end customer. The purchase price of Cruso's customer is agreed on a case-by-case basis. The negotiated purchase price defines the "order amount".

2. If the total amount of an order (all taxes and fees included) exceeds a limit value determined for each geographical area covered by the supplier, the delivery of this order is made free of charge to the home provided that it can be delivered within the time announced by the supplier, to a single delivery location, at the unloading dock or in front of the front door. Below this limit value, the prices are understood to be "ex works". If the customer wishes to be delivered, the supplier takes into account a supplement for transport calculated according to the geographical area. The supplier reserves the right to request a transport supplement for deliveries to third parties or for any change in the delivery address received 8 days after sending the order confirmation.

3. The prices charged for an order do not oblige the supplier to maintain them for a follow-up order and/or a subsequent order.

4. Prices do not include additional customer-specific packaging and labeling costs.

ARTICLE 5 - PAYMENT TERMS

1. Payment is due on any order confirmed by the customer. Any order is deemed to be confirmed by the customer when a written exchange or online order validation has been received by the supplier. Any cancellation or modification occurring after the customer's confirmation is governed by Article 7 CANCELLATION/TERMINATION OF ORDER.

2. Any order over €5,000 is subject to payment of a deposit equivalent to 40% of the order amount.

3. Unless otherwise agreed or otherwise agreed in writing, payment must be made no later than the time of dispatch of the delivery.

4. In the event of late payment and after a formal notice granting an additional period of 15 days has remained without effect, the customer will owe interest of 15% per year from the due date until full payment.

5. The supplier is entitled to demand, in addition to the principal and interest due, the reimbursement of all recovery costs incurred as a result of non-payment, whether judicial or extrajudicial. Extrajudicial costs amount to at least 15% of the principal, with a minimum of €250. These costs are payable in the event of late payment within the meaning of paragraph 3.

6. The supplier may assign a payment received from the customer to the order of its choice; in particular if amounts due on other orders have not yet been received.

ARTICLE 6 - OTHER SERVICES

1. Other services concern all services other than the supply of goods carried out by a third party or a subcontractor of the supplier (assembly, etc.). These other services are carried out under the exclusive responsibility of the service provider.

2. Unless specifically requested by the customer, the customer accepts and delegates to the supplier the choice of service provider for other services. When the supplier separately mentions another service on any document related to the order (estimate, purchase order, invoice), the supplier cannot be held responsible for a default by the service provider concerned. The supplier is only required to pay for the services, which will occur when the customer has received the goods and each of the parties and service providers has fulfilled its obligations, and the necessary information has been transmitted to the supplier.

3. The transport of goods is always deemed to be carried out by a third party or subcontractor of the supplier without having to be mentioned separately on any document linked to the order (estimate, purchase order, invoice) to be considered as such.

ARTICLE 7 - RETENTION OF TITLE

1. The transfer of ownership of the goods from the supplier to the customer occurs at the time of the 1st payment provided for in the special conditions of the order or the payment applicable to the customer by prior agreement. Failing this, at the time of full payment of the invoices relating to these goods. And in all cases at the time when the goods are entrusted to the carrier. It follows that the customer delegates the choice of carrier to the supplier who will only take charge of any damage related to transport and the consequences of the delays relating thereto within the limits of the compensation actually received from the carrier, according to the provisions of article 9 CARRIERS / INTERMEDIARIES.

2. In the event of damage to the goods or a defect occurring prior to receipt of the order, the customer retains the right not to receive the goods (see article 8 RECEIPT, ACCEPTANCE) but retains ownership if the conditions for transfer of ownership are met.

3. In the event of non-payment, even partial, beyond the due date, the supplier is entitled to take back the unpaid goods without a formal notice or demand to pay being necessary, regardless of the location of the goods.

4. If the goods have not been dispatched, and in accordance with the other provisions of this document, the supplier may repossess the goods subject to reimbursement of the amounts paid by the customer on the order.

5. As long as the retention of title is applicable, the customer assigns to the supplier his right of lien of the seller on the sales price. The customer undertakes to resell the goods sold by the supplier only by applying a retention of title clause with the same content as this Article 6. The customer assigns in all cases to the supplier his legal liens conferred on him in his capacity as seller vis-à-vis his customer/buyer.

ARTICLE 8 - TERMINATION/CESSATION OF ORDER

1. An order is deemed firm upon confirmation by the supplier. Cancellations or modifications to orders must be made in writing by the customer. Cancellation fees are charged to the customer based on the time elapsed between confirmation of the order and cancellation.

- Cancellation or modification one week before delivery: 100% of the order amount

- Cancellation or modification two weeks before delivery: 50% of the order amount

- Cancellation or modification three weeks before delivery: 25% of the order amount

- Cancellation or modification four weeks or more before delivery: 10% of the order amount

The minimum cancellation fee is €110.00.

2. In the event that performance in accordance with the contract and specifications can no longer reasonably be expected for reasons not attributable to the supplier (e.g. insolvency or production problems of its own suppliers) or due to force majeure, the supplier reserves the right to cancel or terminate the contract in whole or in part, without being required to provide any compensation or guarantee.

3. Unless otherwise provided in the Law, the maximum compensation or guarantees payable by the customer amount to 20% of the total amount of the order (excluding taxes and additional costs).

ARTICLE 9 - RECEIPT, ACCEPTANCE

1. Any person present at the place of delivery and giving his consent is considered as a representative of the customer. The customer (or his representative) must be present at the time of delivery of the goods. Receipt takes place by the customer (or his representative) at the time of delivery. The inspection and opening of the boxes allowing the inspection of the receipt is carried out under the responsibility of the customer.

2. Upon receipt of the goods, they shall be deemed to have been accepted in full and in accordance with the contract, unless the customer notifies in writing of his refusal of acceptance and the detailed reasons for his refusal within 5 working days from delivery.

3. Complaints regarding apparent defects or faults affecting the delivered goods must be submitted in writing to the supplier within 14 calendar days of their delivery and be accompanied by a copy of the delivery note and a precise description of the nature and reasons for the complaints. If the supplier considers the complaint to be well-founded, it will either repair or replace the defective goods or parts in question, or provide a reduction in the price.

4. Defects found in part of the delivered goods do not authorize the customer to refuse all of the delivered goods.

ARTICLE 10 - CARRIERS / INTERMEDIARIES

1. Carriers must receive the goods upon collection by a written document / or failing that by a photo. If there are no remarks upon collection or no written document, the product will be considered free of apparent defects and is deemed compliant and free of damage related to storage and transport. When taken over by the carrier, the latter undertakes full liability for damage incurred during transport until receipt at the final delivery address agreed with the carrier.

2. In the event of damage, the carrier undertakes to reimburse the company for the full amount provided for in their insurance coverage, including the costs incurred for the management of the damage, the transport and replacement of parts and any damage claimed by the customer. By default, the latter pays for the transport made necessary for the return of defective parts, replacement with new ones or repair.

3. Any customer, commercial intermediary, distributor or carrier is deemed to act as a carrier from the delivery address provided by the supplier in the final invoice (or failing that in the purchase order) sent to the customer. The absence of comments within 24 hours on the delivery address mentioned on the last document (estimate, purchase order or invoice) constitutes acceptance of the delivery address by the customer.

ARTICLE 11 - PROMOTIONS

1. Price promotions displayed outside of sales periods are prohibited for intermediaries who decide to sell their merchandise online.

2. Unless otherwise agreed in writing, the maximum permitted durations of promotions on prices displayed in store (or online) are a period of two consecutive weeks every 6 months.

3. Any commercial intermediary or distributor is prohibited from carrying out promotions or transactions with a reduction of more than 25% on the recommended price without informing the supplier.

ARTICLE 12 - LIABILITY, WARRANTY

1. The supplier assumes no liability for operational damage or any indirect damage (product damage), for personal injury and damage to third parties.

2. The supplier grants the following guarantees, in addition to the two-year legal guarantee of proper functioning:

a) 8 days on fabrics (tears, weaving defects, color differences, etc.),

b) 8 days for damage occurring during transport (scratches, distortions of carcasses, etc.),

c) 6 months on the frames (springs, padding),

d) 6 months on fabric defects (color alteration, discoloration, etc.).

3. The supplier shall not be liable for any damages, costs or interest arising directly or indirectly from a defect in the goods delivered if, at the time the supplier placed the goods on the market, the state of the art did not reasonably allow the existence of said defect to be detected.

4. The supplier grants a guarantee of repair or replacement within the time limits stipulated in paragraph 2,

5. The supplier offers products made up of elements of natural origin (wood species, leathers, etc.). It is normal for these elements to have notable differences in color and pattern from one piece to another and from one copy to another, on the same product or for the same delivery.

6. The warranty offered by the supplier does not cover alterations caused by improper use of the product (e.g. resulting from the use of unsuitable cleaning products or damage caused by sharp objects, etc.), by treatment or modification of the product, by exposure to sunlight, exposure to humidity or temperature that is too variable or not usual for an indoor home. Use or storage in bathrooms,

not regularly heated homes, cellars, outdoors and in areas with similar characteristics is not appropriate. The customer must inform the end consumer of these risks of alterations so that he acts as a good father with regard to the conservation of the products. Similarly, the guarantee does not cover: natural wear and tear, dirt and slight differences in color and structure compared to the existing sample.

7. Resistance to impacts and mechanical stresses corresponds to the standard requirements for fatigue resistance. The supplier cannot guarantee any performance beyond this natural resistance. Some types of wood and leather are considerably more sensitive than others.

8. The dimensions and appearance of the products presented in the catalogues and price lists vary from one copy to another and correspond, taking into account certain variations, to the specifications.

9. The supplier is entitled to deliver goods with variations from the models illustrated and described. Changes resulting from production improvements and/or technical progress do not give rise to any claims.

10. Hidden defects must be communicated to the supplier immediately after being identified and within the warranty period.

11. Any differences in colour and/or structure in the event of repair or supply of spare parts must be accepted by the customer.

12. The costs of improving a delivered product on the part of the customer are only borne by the supplier after prior approval.

13. Any complaint must be submitted in writing to the supplier and accompanied by the documents and photos necessary to enable a remote diagnosis. The customer is responsible to his own customer or the end consumer.

ARTICLE 13 - DISPUTES

In the event of a dispute, only the courts of the judicial district in Belgium are competent. Only Belgian law is applicable.

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