GENERAL TERMS AND CONDITIONS OF SALE
CYANVIEW SA, Rue de la Foire 26 – 7861 Lessines (Belgium)​​​​
Recorded in the Register of Legal Entities of Hainaut under No. 0632.928.760​

​​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