stroohm.be, located at Interescautlaan 100 B2.12 Schelle 2627, is responsible for the processing of personal data as shown in this privacy statement.

Contact details:

https://stroohm.be/ Interescautlaan 100 B2.12 Schelle 2627 – info@stroohm.be

Article 1: Scope of application

1.1. These general terms and conditions apply to all quotations, orders, advice, projects, agreements, with and by STROOHM BV, with registered office at Interescautlaan 100 B2.12 Schelle 2627, KBO no. 0716.755.863 (hereinafter “Stroohm”). They form an integral part of every agreement concluded with the Customer. They are deemed to be known and accepted by the Customer. The Customer’s general terms and conditions are expressly excluded, even if they are communicated after communication of these conditions. Stroohm’s special conditions always take precedence over its general conditions, insofar as they deviate from them.

Article 2: quotations – prices

2.1. All our price quotations, the prices and/or other information stated in price lists, catalogues, correspondence and other documents are drawn up in good faith but approximately on the basis of current prices. Our prices and offers are without obligation and without any obligation towards the Customer. The quotation only binds Stroohm if legally signed by the Customer and by a director of Stroohm. All prices are exclusive of VAT, ex works, unless stated otherwise. Stroohm’s quotations are valid for a maximum of thirty (30) working days. All statutory charges and taxes are borne by the Customer.

2.2. In accordance with the legal provisions, the Client, who cannot be considered a company, has the right to terminate this agreement within 14 calendar days from the day following the signing of the current agreement, without giving reasons and without compensation, insofar as this agreement was signed outside the offices of Stroohm. This termination must be done by the client by registered letter. After the expiry of this period of 14 calendar days (in the event of a contract being concluded outside the offices), the client can no longer simply renege on the agreement.

2.3. The prices in Stroohm’s quotations are calculated on the basis of the information provided by the Client. Stroohm always reserves the right to adjust its prices if the information provided by the Client is incomplete, inaccurate or incorrect. This applies without prejudice to the method of determining the price and even in the case of an absolute lump sum.

2.4. Changes, additional work and/or more materials, as well as all other orders or services that are not included in the quotation, will in any case be charged separately and on a time and materials basis at an hourly rate of EUR 65.00/hour (per hour started) and travel costs at EUR 0.75/km. The hours and kilometres run from departure from our company headquarters to return to our headquarters.

2.5. The Customer is advised that the following items are never included in the prices unless expressly agreed otherwise in writing:

Article 3: Price revision clause

3.1. In order to absorb any price fluctuations in materials and raw materials, each agreement will provide for the possibility of revising prices upon simple written request in accordance with the following formula: P=p {a + (c x (l/i) ) } Where: P = the new price p = the original price provided for in the quotation a = the percentage of the price that is not eligible for revision (a>=0.20) c = the percentage of material costs in the total price (a + c = 1) l = the new material index* (the month preceding the completion of the works) i = the original material index* (the month preceding the date of the quotation) *Material index means: Index I 2021 (see https://economie.fgov.be/nl/themas/ondernemingen/specifiekesectoren/bouw/prijsherzieningsindexen/mercuriale-index-i-2021).

3.2. If the Parties agree that the Customer will advance the full cost price of the materials, the revision clause will apply until receipt of this advance. From this moment on, Stroohm will bear the risk of any price increases. However, the aforementioned does not apply in the case of a general advance as determined in article 9.1.

Article 4: delivery and execution periods

4.1. Unless otherwise agreed in writing, the delivery and execution periods should be regarded as purely informative. They have been drawn up in good faith but are approximate. In any case, the estimated periods will only commence once Stroohm has received all approved plans and/or all other documentation necessary for the execution of the order from the Customer.

4.2. The Customer is expressly informed that all stated or agreed periods are indicative. Any delays in execution due to circumstances beyond Stroohm’s control or due to circumstances beyond Stroohm’s control will result in a suspension of Stroohm’s obligations, whereby the Customer waives any right to recover damages resulting from these delays. These include, but are not limited to: delays due to circumstances such as fire, strike, lockout, explosion, heavy snowfall, flooding, machine breakdown, shortage of motive power, raw materials, equipment, workers or means of transport, accidents, exceptional traffic disruption, import and export restrictions, etc. The Customer has the right to terminate the agreement in whole or in part and with immediate effect in writing if the situation referred to in this article 4.2. has occurred for 40 consecutive days.

4.3. Changes to orders automatically mean that the initially set delivery and execution times will lapse and will be subject to an adjustment, both in price and delivery time, in proportion to the requested change.

Article 5: execution modalities

5.1. The Customer must ensure that the site is normally accessible and accessible with sufficient manoeuvring and parking facilities, and must clear the site of any obstacles, litter or the like.

5.2. Electricity must be provided, which is made available free of charge by the Customer. The Customer confirms that the electrical installation complies with the AREI.

5.3. Stroohm is not responsible for providing a safety coordinator and/or asbestos inventory. If the site is monitored/supervised by an inspection body, we must take note of this in advance.

5.4. The costs resulting from failure to comply with articles 5.1. to 5.3. by the Customer, will be charged to the Customer.

5.5. The parties acknowledge that Stroohm provides very specific services, which are the core of its business. Protecting them is essential. For this reason, the Customer undertakes not to carry out any activities, directly or via an affiliated company or third parties, that would compete with the services/works provided by Stroohm under this agreement, limited to the territory of the Benelux. This obligation applies until three years after the last work carried out by Stroohm for the Customer. Any violation of the provisions of this article 5.5., will be sanctioned with a fixed compensation of EUR 20,000.00 owed by the Customer to Stroohm, without prejudice to Stroohm’s right to greater compensation if it provides proof of its damage.

Article 6: Transfer of ownership and risk

6.1. The Customer becomes the owner of the goods, installations and materials delivered and processed by Stroohm at the moment that the Customer has fulfilled all payment obligations towards Stroohm, including those arising from other transactions. The Customer acknowledges that this retention of title clause has been brought to his attention and accepted by him before the delivery of the goods subject to it. In view of the retention of title, the Customer is prohibited from alienating the sold goods, installations and materials before full payment, under penalty of an additional fixed compensation, equal to half the price of the goods delivered. If the Customer nevertheless proceeds to alienate to a third party in spite of this retention of title, then, in application of article 1690 B.W., all claims arising from this sale shall automatically and without notice of default be transferred to Stroohm as holder of the retention of title, this as security for full payment by the Customer.

6.2. From the moment of delivery of the goods, materials and installations by Stroohm to and on the premises of or designated by the Customer, the Customer is solely responsible for any risk, including cases of force majeure and total or partial destruction, loss, theft, damage or loss, notwithstanding the retention of title.

Article 7: defects and non-conformity

7.1. Stroohm is obliged to carry out all works in accordance with the agreement and the rules of good art.

7.2. Complaints regarding visible defects or non-conformity must be reported in writing by the Customer to Stroohm within eight calendar days after installation, failing which the works are deemed to have been accepted.

7.3. Complaints regarding hidden defects must be reported to Stroohm within eight calendar days after discovery, failing which the Customer is deemed to have accepted the defects. Stroohm’s liability for minor hidden defects that do not fall within the scope of the ten-year liability in accordance with articles 1792 and 2270 of the Civil Code is in any case limited to a period of twelve (12) months after completion of the works by Stroohm, unless otherwise agreed in the special conditions or a guarantee agreement. If there is a factory guarantee, this applies, without it being possible to be more extensive. Any legal action on the basis of these minor hidden defects must also be instituted no later than six (6) months after the discovery of the defect, under penalty of forfeiture.

7.4. The burden of proof of the alleged hidden defects lies with the Customer. Any claim for indemnity shall in any case lapse in the event of processing, modification or repair by the Customer or any third party appointed by him for this purpose. The parties confirm that the Customer’s waiting for an inspection of the works by a specific third party is not a reason to withhold any payment obligation towards Stroohm.

Article 8: Liability

8.1. Stroohm is bound to the Client by means of an obligation of best efforts, unless expressly agreed otherwise in writing. Any unforeseen damage to interior or exterior finishing cannot be ruled out and is not the responsibility of Stroohm.

8.2. The storage of the works is always at the risk of the Client.

8.3. The contractor is not liable if the client has not ensured the production of copies, backup copies and other such duplicates of the documents provided to the contractor, if the production thereof could reasonably be expected of the client.

8.4. Damage during the execution of the works to windows, doors and walls, … that is the result of the Client’s careless shielding thereof, cannot be charged to Stroohm.

8.5. Stroohm’s liability in the event of proven liability for which Stroohm must be responsible is in any case always limited to the amount of the work performed. In no event can the following damage be recovered from Stroohm: ▪ any possible indirect damage that the Customer may suffer as a result of non-compliance with the agreement, such as but not limited to: financial and commercial loss, loss of production, loss of profit, increase in general costs, disruption of planning, loss of clientele, damage to reputation, etc. ▪ damage that the Customer may suffer as a result of claims or demands from third parties.

Article 9: payment terms

9.1. The invoicing of the goods and works will be done as follows, unless otherwise agreed in writing: ▪ advance invoice of 35% upon acceptance of the quotation (only if the amount of the works is greater than € 4,000.00); ▪ a subsequent advance invoice of 35%: 1 month before the start of the works. ▪ the balance of 30% after the installation has been completed (= before the inspection). Additional or reduced works will also be settled in this.

9.2. Unless otherwise agreed in writing, Stroohm’s invoices are payable in cash, net and without discount or debt settlement no later than thirty (30) days after the invoice date at the address of its registered office or into the bank account to be designated by it. Appointees are not authorised to receive payments.

9.3. Complaints regarding the invoice must be submitted by registered and motivated letter within eight (8) days after the invoice date, failing which the invoice will be considered accepted.

9.4. In the event of late payment, default interest of 12% per year will be due on the invoice amount or the outstanding balance by operation of law and without notice of default, calculated from the due date. In the event of full or partial non-payment of the debt on the due date, after a notice of default has been given in vain, the outstanding balance will be increased by way of fixed compensation by 12% with a minimum of € 250, even if grace periods are granted. Legal costs and other collection costs will be borne by the Customer.

9.5. Failure to pay an invoice on the due date will result in the forfeiture of the payment deferral that would have been allowed for other deliveries and will make all invoices that have not yet expired immediately payable.

Article 10: intellectual property and copyrights

10.1. All documents provided by the parties to each other, such as reports, advice, agreements, designs, sketches, drawings, software, etc., are exclusively intended to be used in the context of this agreement and may not be reproduced, made public or brought to the attention of third parties by them without the prior consent of the other party, unless the nature of the documents provided dictates otherwise.

10.2. Stroohm reserves the right to use the knowledge acquired through the performance of the work for other purposes, provided that no confidential information is brought to the attention of third parties.

10.3. Stroohm has the right to mention drawings and photos of the services provided to the Client on its website, to show them during presentations or to mention them in other commercial applications

10.4. Stroohm keeps certain data of the Client, for administrative reasons as well as for the performance of the agreement itself, and also for sending commercial information. The Customer has the right to request access to this data or to have it changed/deleted, via info@stroohm-services.be.

Article 11 – Force Majeure

11.1. If Stroohm is unable to fulfil its obligations under the agreement, or is unable to fulfil them in a timely or proper manner, due to a cause beyond its control, including but not limited to: war, threat of war, civil war, riot, unrest, terrorism, strikes, occupation of premises, exclusion, fire, environmental and water damage, flooding, government measures, disruptions in the supply of energy and business supplies, sudden incapacity for work of employees, disruptions in any network and other events that could lead to stagnation in its activities and that cannot reasonably be borne by Stroohm or be at its own risk, those obligations will be suspended until Stroohm is able to fulfil them in the agreed manner, without Stroohm being in default with regard to the fulfilment of its obligations and without being liable for any damages.

11.2. In the event of force majeure, Stroohm, if applicable, has the right to offer another equivalent charging point.

11.3. The Customer has the right, if the situation referred to in Article

11.1. has occurred for 40 consecutive days, to terminate the agreement in writing in whole or in part and with immediate effect. Article

12: Suspension – extrajudicial dissolution

12.1 Any termination, termination or cancellation of an order or contract, as well as the failure to comply with the agreed payment conditions or any other material breach of contract by one of the parties, gives the other party the right to suspend its further performance and/or obligations towards this party. In that case, Stroohm can only resume the suspended performance after regularisation by the Customer in accordance with the obligations it has entered into with other Customers in the meantime.

12.2. A party optionally has the right, when Article 12.1. of these general terms and conditions apply and after written notice of default, to consider all contracts entered into with the other party as wholly or partially dissolved, without judicial intervention, without compensation for the other party and this without prejudice to the right to compensation, the minimum of which is set at a fixed rate of 30% of the agreed price, the excess to be proven by the injured Party.

12.3. If, during the execution of the agreement, the financial situation of a party changes to such an extent that there is a fear of insolvency, loss of guarantees for its claim or if a party is declared in liquidation or bankruptcy, the other party has the right, after written notice of default, to terminate the agreement without judicial intervention. In that case, the other party is entitled to compensation, as stated in article 12.2.

Article 13: competent court – applicable law

13.1. Any dispute, of whatever nature, will be settled by the territorially and materially competent court of the registered office of Stroohm.

13.2. Only Belgian law applies in this case.

Article 14: Right of withdrawal

Only a Consumer has a period of 14 days to withdraw from a Distance Contract relating to the purchase of goods or services without giving reasons.

The 14-day period commences on the day the goods are delivered or, in the case of services, the Agreement was concluded. The Consumer must inform STROOHM unambiguously by email (at the following address info@stroohm.be) of his/her decision to cancel the purchase of the goods or services before the 14-day period has expired. The Consumer will then receive instructions on how to return the Charging Card to STROOHM, at his/her own expense.

If the Consumer has allowed the delivery of services to commence during the cancellation period, he/she will pay an amount that is either proportional to what has already been delivered at the time of cancellation in comparison with the full performance of the agreement, or, if possible to identify this, corresponds to the specific services that were purchased.