GENERAL TERMS OF SALES

PREAMBLE : These conditions of sale aim to define the contractual relations between the company and its customer. The company reserves the power to modify these conditions of sale at any time. In this case, the applicable conditions will be those in force on the date of the order form. Only exemptions which are the subject of a written agreement on our part can modify the application of these general conditions of sale.

1. DEFINITIONS.

1.1. "The company" means the company incorporated under Belgian law Refinery.Brussels SRL in 1140 Evere.
1.2. "Webshop" means a merchant site or online store offering the Goods or products at the address: www.refinery.brussels.
1.3. Physical or moral “Client” designates the party that issues a PO.
1.4. "Goods or products" means the precious metals associated with and subject to a ML.
1.5. "Purchase Order" means a written request for the purchase of goods sent by a customer via the webshop, here abbreviated "BC".
1.6. "Order Confirmation" means a written confirmation issued by the company in response to a PO.
1.7. "Conditions" means the general conditions set out herein, as amended from time to time by the company, the most recent version of which is published on the Webshop.

2. APPLICABILITY.

These Terms apply to and form part of all order confirmations. In the event of any discrepancy between these Conditions and an order confirmation, the order confirmation shall prevail. Any general conditions drawn up by a customer which are incompatible with these Conditions, or different from them or complementary to them, are rejected.

3. OFFER & ACCEPTANCE.

3.1 The offer relating to the Goods sold on the Webshop constitutes exclusively a non-binding invitation to submit a PO. Such invitation does not constitute a binding offer and may be withdrawn or modified at any time by The Company.
3.2 If the Customer wishes to purchase Goods, the Customer must submit a PO. The company accepts or rejects the PO within two (2) working days of receipt of this PO. The person who produces the order form, is held accountable in person, company or organization for which it acts.
3.3 If The Company wishes to accept a PO, the Company sends an Order Confirmation. The Order Confirmation constitutes the acceptance of the PO and confirms the identity of the Customer, the quantity, the price and the method of delivery of the Goods.
3.4 If The Company does not send an Order Confirmation within two (2) working days of receipt of the PO, the PO is considered to be rejected.
3.5 The webshop may allow the Customer to make an advance payment for the Goods simultaneously with the submission of a PO. Such advance payment is optional and at the Customer's convenience. If such an advance payment is made by the customer, it does not impose any obligation to sell in the company's account. If the company rejects the PO for which a prepayment has been made, the company will reimburse the prepaid amount as soon as possible.
3.6 The color of information, images, indications, specifications, product characteristics, oral communications, by telephone or via the webshop, are given as faithfully as possible; but cannot ensure a perfect similarity. Deviations from reality cannot therefore give rise to damages or order dissolutions. The company is not responsible for any clerical errors or possible differences and can in no way be held responsible.

4. DELIVERY.

4.1 The Goods will be delivered by dispatch to a postal address in the BENELUX under the incoterm free transporter [FCA - Incoterms® 2010: It is the buyer who chooses the mode of transport and the transporter and who pays for it (via the webshop ). The seller fulfills his obligations and transfers the costs and risks when he delivers the goods loaded and cleared on the means of transport sent by the freight forwarder or carrier designated by the buyer in his warehouse. The seller is responsible, at his own risk and expense, for providing the buyer with all the authorizations necessary for the export of the goods (licenses, customs formalities, etc.)].
4.2 If the Customer chooses, in agreement with the company, to have the Goods shipped to an exceptional postal address (specialized warehouse, islands, free zone, etc.) or other than the BENELUX, the company can: choose the method of shipment, route and carrier; and take out reasonable transport insurance on behalf of the Customer and at the Customer's expense. The risk of loss or damage associated with the Goods will be passed on by the company to the customer, in accordance with the applicable delivery conditions.
4.3 Each delivery of Goods constitutes a separate sale. The delivery times indicated in the Order Confirmation or communicated in any other way to the Customer are non-binding estimates. The Customer may not refuse Goods or claim a price reduction solely because of delivery of the Goods outside these deadlines.
4.4 Content of the particularity of the products offered, the Customer is required to inspect the Goods upon receipt within 24 working hours of receipt of these Goods. In the absence of written notification to an email from the company for a non-compliance sent by the Customer to the company within this period, the Goods will be considered as having been accepted "AS IS" by the Customer. In the event of a hidden defect, the Customer must send the company a written notice of non-compliance within 24 working hours of discovery of the defect, but in no case more than two (2) days after the delivery date.
4.5 Any exceeding of the delivery time does not give any right to damages, nor the right to cancel an order, to cancel the agreement or to terminate the contract.

5. PRICE, PAYMENT & OWNERSHIP.

5.1 Unless otherwise indicated on the Order Confirmation, the price of the Goods excludes all duties, taxes, commissions, deliveries, insurance and other costs incumbent on the Customer.
5.2 Unless otherwise indicated on the Order Confirmation, the price of the Goods must be paid in EUR or any other currencies stipulated by the webshop, on the date indicated, by immediate bank transfer to the account indicated on the Order Confirmation. Or by any other payment method that the webshop may have to offer.
5.3 The Goods will only be processed for delivery after receipt of full payment of the amount indicated on the Order Confirmation. Ownership of the Goods will be transferred by the company to the Customer upon receipt and confirmation by the company of full payment for the order. The company reserves a right of retention of the goods of the buyer as long as full payment, including payment for previous deliveries, or sufficient security to fulfill all current and future commitments already determined has not been carried out. The Customer is not entitled to resell, assign, pledge, encumber or dispose of the Goods in any other way subject to the retention of title mentioned above.

6. TERMINATION.

6.1 Unless otherwise indicated on the Order Confirmation, the Customer is not entitled to terminate the PO or the transaction related to it. If the ML or the transaction can be terminated, the Client must reimburse the company for all costs and expenses incurred by the company for its ML-related services before the termination date. These fees and expenses may include, but are not limited to, raw materials, labor, and production, logistical and administrative costs.
6.2 The Customer hereby acknowledges that the right of withdrawal granted by article VI.53 of the Belgian Code of Economic Law does not apply to any purchase of Goods via the webshop, because the price of the Goods is a function of fluctuations in financial markets, which can be volatile and unpredictable.

7. LIMITED WARRANTY.

7.1 The company hereby declares and guarantees to the Customer that at the time of delivery the Goods will comply with the criteria of quantity, weight and purity indicated in the Order Confirmation. If the Order Confirmation does not indicate the quantity, weight or purity of the Goods, it is the quantity, weight and purity appearing, if applicable, on the Webshop that will be taken into account.
7.2 Unless specifically stated in Section 7.1 of these Terms, the company makes no representations and offers no warranty with respect to the Goods, and the company disclaims all liability for any other representations and warranties, whether express or implied, with respect to the Goods, including but not limited to guarantees of merchantability, fitness for a particular purpose and non-infringement.
7.3 The Customer's sole and exclusive remedy for breach of the limited warranties set out in Section 7.1 is reimbursement of the portion of the purchase price attributable to nonconforming Goods. Before any repair by the company, the Customer must return to the company the part of the Goods presumed not to comply with the limited guarantees so that it can be analyzed in the laboratory.

8. EXCLUSION OF DAMAGES & LIMITATION OF LIABILITY.

8.1 Within the limits authorized by the law in force, the Company declines all responsibility and cannot be held responsible vis-à-vis the Customer for any consequential, incidental or indirect damage including, without limitation, loss of profits, loss of opportunity costs or investment losses due or connected with the sale or purchase of Goods, even if the company has been advised of the possibility of such damage.
8.2 The maximum liability of the company with respect to the sale or purchase of Goods is limited to the value of the Goods sold to the Customer during the month immediately preceding the liability.

9. FORCE MAJEURE.

The Company will be released from its obligations under any Order Confirmation to the extent that it is prevented by circumstances beyond its reasonable control, including but not limited to the following: fire, flood, natural disaster , changes in the laws in force, difficulty in supplying raw materials, war, equipment failure, strike, lockout, labor dispute and disruption of public or transport services.

10. USE OF THE WEBSHOP.

10.1 The use of the Webshop by the Customer is governed by the Terms of Service and by the Policy on privacy and the use of cookies, which can be viewed publicly on the webshop. By using the Webshop, the Customer therefore acknowledges that he has read the Terms of Service and the Policy on privacy and the use of cookies, understands them, and agrees to comply with them. The seller, in the online sales process, is only bound by an obligation of means; it cannot be held liable for damage resulting from the use of the Internet network such as loss of data, intrusion, virus, interruption of service or other unintentional problems.
10.2 Any contract concluded between the seller and the buyer will be archived by the webshop for a period of ten (10) years. To access the contracts he has taken out, the customer can consult his “order history” by accessing his personal account. It should be noted that this provision cannot be maintained if the buyer expressly requests the deletion of his account on the webshop.

11. PRECIOUS METALS PRICES & FORWARD-LOOKING STATEMENTS

11.1 The Webshop may contain information on the prices of precious metals. This information: (I) is provided for general information; (II) cannot be provided in real time; (III) are not and should not be construed as an offer to sell or subscribe to any investment; and (IV) are based on information obtained from sources that the company believes to be reliable, but which have not been independently verified. The company makes no representations or guarantees as to the accuracy or completeness of such information. The company makes no representations or forecasts about: (I) the future value of any precious metal referenced in such information; (II) the ability of Clients to make a profit on a precious metal; or (III) the ability of Clients to sell precious metals.
11.2 The Webshop may contain statements which would be forecasts within the meaning of securities laws. These forecasts can be identified by the use of words such as “believe”, “anticipate”, “intend”, “could”, “should” and “anticipate”. Forward-looking statements include statements regarding future plans, projects, costs, expenses, sales, profits and market trends. These forecasts are based on reasonable business expectations. However, future developments may cause actual results to differ significantly from forecasts. The company has no obligation to update any forward-looking statement to reflect changes that have occurred after the date on which such statements were made.

12. APPLICABLE LAW & COMPETENT COURT.

These Conditions are governed by Belgian law. Any claim or controversy resulting from these Conditions, or any transaction related to the Goods will be brought exclusively before a competent court located in Brussels, in the French language, in Belgium. The Client hereby waives any recourse he may have regarding this court. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.

END OF GENERAL CONDITIONS OF SALE (V.FR.MAJ 2021-05-17)