GENERAL TERMS AND CONDITIONS OF SALE

ARTICLE 1: GENERAL INFORMATION

1.1. These General Terms and Conditions of Sale will form an integral part of the Agreement. These Terms and Conditions will prevail over the Client’s customary purchase conditions or any other Client document. Failure to invoke any provisions of these General Terms and Conditions in any one instance cannot be considered as a waiver of our entitlement to invoke such provisions in the future.

1.2. These General Terms and Conditions will apply to all of our products, except where specific terms and conditions have been notified to the Client. These General Terms and Conditions will apply with immediate effect to all Orders, including any prior Orders and changed Orders placed with CYANVIEW SA (hereinafter referred to as “CYANVIEW”) through any medium or format (including email, fax etc.)

1.3. The Client hereby represents and warrants that they have full knowledge of the technical specificities pertaining to the product and that they will only use the product in full compliance with CYANVIEW requirements.

1.4. All Orders (and changes thereto) will be subject to written confirmation from us prior to their execution.

1.5. Any time periods (for quotes, supply, delivery, installation and repairs) are provided strictly for informational purposes. They may under no circumstances be considered as a firm commitment on our part. CYANVIEW will, however, take all possible steps in order to observe the time periods communicated to their Clients. The Client may not claim any damage compensation in the event of a delay.

1.6. Proof of Orders or changes thereto may be provided through any lawful means, including: email exchanges, undisputed email sent by CYANVIEW etc.

1.7. The Client will refrain from using our products for any illegal or unauthorized purposes under the laws of the country in which it is based.

The Client hereby certifies that they will act under strictly professional conditions.

ARTICLE 2: DELIVERY

2.1. Unless otherwise agreed to by us in writing, all goods will be located at our headquarters and will be collected by the Client on the agreed date. Transportation will be carried out on “Free Carrier” terms (FCA) per Incoterms 2010, which will be strictly applied (FCA our headquarters located at rue Arthur Delaby 5 - LME office 11- 7100 La Louvière-Belgium).

2.2. Any planned delivery will be subject to charges.

2.3. Goods will always travel at the Client’s own risk from the moment they leave our warehouses or the warehouses of our suppliers.

ARTICLE 3: INSTALLATION – REPAIRS

3.1. The Client hereby certifies that its facilities (electrical, network, Internet connection etc.) are in compliance with all applicable legal, technical and safety standards and that they are able to accommodate the installation and configuration of the delivered hardware without any risks or problems.

3.2. Any installation and troubleshooting work performed by us, whether at CYANVIEW or on Client premises, will only include work expressly specified in the Order. Except where expressly stated in the Purchase Order, hardware repair work will not include any data backups or recovery.

3.3. The Client is fully aware that any technology breakdown may be followed by other breakdowns and that repair work by CYANVIEW may require further repair work in addition to what had initially been requested by the Client, unless a prior detailed quote had been issued. Any repair work to be performed by CYANVIEW for a problem reported by the Client will be subject to verification. In any event, the Client will pay for CYANVIEW’s services and travel expenses in full, including if the hardware repair requires further action in addition to the work initially planned for.

ARTICLE 4: PRICING – ORDER CANCELLATION

4.1. Our prices (catalogs, price lists etc.) are provided for informational purposes only. All prices appearing on our quotes will be valid for one month. We cannot be held liable for any printing errors in our catalogs. In the absence of a written quote issued by us, the applicable prices will be those which are current on the day of delivery or service.

4.2. Any change made to an already confirmed order will be subject to a price adjustment, which may be either an increase or a decrease.

4.3. In the absence of a fault on our part, any cancellation by the Client of an Order (for hardware or for services) which is still pending execution will be subject to payment to CYANVIEW of an indemnity fee of 30% of the Order amount. Cancellation of an Order (for customized hardware or services) which is in the process of being executed will be subject to payment to CYANVIEW of an indemnity fee of 70% of the Order amount. If the Order has already been shipped, executed or delivered to the Client, the full price will be payable in any event. All of the above terms will apply without prejudice to further remedies available to us.

4.4. The Client will bear the cost of any existing or future taxes imposed by law, such as VAT, customs duties or any miscellaneous taxes which may result from a sale.

ARTICLE 5: PAYMENT, RETENTION OF TITLE AND INTELLECTUAL PROPERTY 

5.1. Unless otherwise agreed upon by the Parties, our invoices will be payable in cash at our headquarters in Lessines, as follows:

• 50% to be paid as a deposit at the time of the order. The payment of a deposit will be required in order to secure the valid creation of an Agreement.
• The balance will be due prior to the shipment of the goods from our warehouses or following the performance of our services.
• If the Client orders a hardware test, the price will be payable in full at the time of the Order.

5.2. Should the Buyer’s credit history become impaired, or in the event of the Buyer’s failure to pay a single outstanding invoice, we will reserve the right, including after the partial execution of a sale, to require guarantees from the Buyer as we will deem fit in order to ensure proper execution of the agreed upon obligations. Refusal to provide such guarantees

will entitle us to cancel all or part of the sales, including partly executed, without incurring any penalties.

5.3. Any hardware, software and parts sold will remain our property until they are fully paid for. The Client will transfer to us any claims which it may have against third parties for such goods (including, but not limited to: insurance claims, claims against third parties in the case of a resale etc.)

5.4. Failure to pay an invoice by its due date will entail a penalty equal to 10% of the payable amounts, with a minimum of EUR 250.00, in addition to a flat fee of EUR 15.00 per reminder letter (or email) sent. Any outstanding amount will, in addition, be subject to late fees at the rate of 1% per month, payment being due for each month begun. Failure to pay an invoice by its due date will render all other pending debts payable immediately, even those which are not yet payable and even if a payment schedule had been agreed.

5.5. Failure to pay any invoice by its due date will result in all other invoices issued by CYANVIEW being due immediately, including those not having reached their due date.

5.6. The Client will refrain from any attempt to copy the hardware, software or any items sold by CYANVIEW and/or from allowing any third party to copy any hardware or software items sold by CYANVIEW. The Parties hereby agree that any breach of this clause will constitute an act of unfair competition by the Client.

ARTICLE 6: WARRANTY – LIABILITY

6.1. Any delivery or service will be considered as compliant with the Order unless a claim is submitted within 24 hours of the delivery or service.

6.2. Returns may only be performed according to our terms, with our prior agreement, to our headquarters and at the Client’s own cost. Shipment of hardware replaced or repaired by CYANVIEW under warranty to the Client will be at CYANVIEW’s cost, provided that the fault/defect is effectively covered by the warranty.

6.3. Any other claim or complaint must be sent in writing (by registered post) within eight days following receipt/delivery of the goods or services. Such claims will in no way suspend the Client’s payment obligation.

6.4. Even in the case of a warranty claim and for all cases of damages caused to the Client, our liability will be limited to direct and predictable damages and will exclude all indirect damages (including, but not limited to: fees, loss of profit, loss of amenities, additional costs incurred for obtaining an equivalent product etc.). No damage compensation claimed from us will exceed the total amount stated in the quote and already paid by the Client (excluding VAT). We will in no case be liable in the event of damages caused jointly by a defect in our products and through a fault of the victim or a person under the victim’s responsibility.

6.5. The warranty on faults and defects appearing during the use of the product will remain valid for one year following delivery to the Client.

6.6. CYANVIEW makes no representation or warranty in the event of any non-compliance with the technical specificities pertaining to the use of the product, of which the Client hereby acknowledges that they are fully aware, or in the event of any improper operation by the Client or any third party.

6.7. CYANVIEW will only be bound by an obligation of means.

6.8. The Client hereby represents and warrants that it will only use software for which it owns user rights. The Client will be solely responsible for backing up such software in the

Cloud or on external storage devices, as well as any images or data contained therein. The Client will strictly hold harmless CYANVIEW in the event of any loss of audio and video equipment and data or files/software occurring during an on-site intervention by CYANVIEW.

ARTICLE 7: FORCE MAJEURE

In the event of a force majeure case that is beyond the control of CYANVIEW (including, but not limited to: fire, severe weather conditions, social disturbances at the Client, supplier, sub-contractor or shipment vendor premises, decisions by Belgian or foreign authorities), which would increase, even partially, the price of executing its obligations, or render them more difficult or impossible to fulfill, CYANVIEW will be released from its obligations without any indemnity being due to the client. However, prior to such release, the Parties will endeavor to adjust the Agreement through fair and good faith negotiations.

ARTICLE 8: DISPUTES

This Agreement will be governed by Belgian law. Any disputes arising from this Agreement will be referred to the District Court of Mons, Belgium, which will have exclusive