Icare Group
General Terms and Conditions for Sale Apr. 2017

 

PREAMBLE – DEFINITIONS
ICARE shall mean the company Industrial Consulting Automation Research
Engineering SPRL, which has its registered office at Rue René Descartes 18,
7000 MONS (Belgium); Mons Register of Legal Entities 0867.368.951.
These general terms and conditions apply to all ICARE’s
past, present and future contractual relationships with its clients, unless provided otherwise in
specific arrangements (estimates, offers, purchase orders, etc.). The term
“Contract” shall mean these general terms and conditions plus, where
applicable, the offer made to the Client concerning the supply of goods or
provision of services and any contract signed by the client.

I. GENERAL
These general terms and conditions shall always take precedence over any
general terms and conditions or any other document emanating from the
Client. The fact of not invoking the provisions of these general terms and
conditions at a particular point may not in any circumstances be considered as
a waiver of the right to invoke them subsequently.
Any change to the terms and conditions of the Contract must be the subject of
a written amendment signed and dated by the Parties or recorded in an
exchange of emails between the parties, in respect of which ICARE
may require a secure exchange of signatures.
These general terms and conditions apply to all sales of products, provision of
services, provision or hire of equipment or other undertakings of whatever type
made by ICARE, except where specific general terms and conditions have
been notified to the client. This refers in particular (list not exhaustive) to: the
sale, hire and provision of equipment, the provision of services relating to
vibration analyses and temperature monitoring, remote diagnostic services
(periodic or with 24/24 hour alarm). They apply immediately to all orders,
including prior ones, and to any change to an order made by any means (in
particular email, fax, oral order confirmed by an email from ICARE,
etc.), placed with ICARE.
The Client also accepts that the language of the contract shall be French. In
the case of translation into another language and a discrepancy between the
French text and the translated text, the French text shall prevail.
The products and services sold by ICARE are intended for industry and trade
clients. By placing an order, the client accepts that it is acting exclusively for
professional purposes and not for private purposes.
Notwithstanding the provisions of article 1, paragraph 2, ICARE
may modify the content of these general terms and conditions. Any change shall take effect
immediately in respect of any new contracts. In the case of existing contracts
concluded for an unlimited period, the change shall take effect two months
after the date on which it was notified by ICARE to its client.

II. CREATION OF THE CONTRACT
Evidence of any order or change to an order (including after acceptance of the
offer) may be provided by any legal means including: exchange of emails
between the parties, email sent by ICARE
and not disputed, service provided
by ICARE without dispute or opposition by the client. In all cases, where an
offer made by ICARE is followed by the start of performance, without
immediate reservation or opposition from the client, such ICARE
services shall be deemed to have the client’s agreement to the offer made.
If the client orders online (by internet), it must complete in full the form to be
found on the website www.icareweb.com, and confirm its acceptance of the
contract terms and conditions and these general terms and conditions in the
manner indicated on this form. Once the form has been submitted by the client
and the advance payment has been made or price payable at this point has
been paid, the order may be considered by ICARE
as firm and final.
In the event of complete or partial cancellation of the order, ICARE
reserves the right to claim compensation amounting to thirty per cent of the sum agreed
for the sale of products or provision of the service.
The order may not be cancelled once provision of the services or the delivery
of the equipment has begun, unless the client pays for the entire service.
ICARE may require an advance payment at the time of conclusion of the
Contract. ICARE shall archive the purchase orders and invoices using a reliable,
durable medium which shall constitute a true copy. ICARE’s
computerized records shall be considered by the parties as proof of communications, orders,

payments and transactions between the parties.
Except in the case of a finite term referred to in the offer or the order, any
Contract is deemed to be concluded for an unlimited period. In this latter case,
it may be terminated on one month’s prior notice given by registered letter by
one of the two parties.

III. PERIOD OF VALIDITY OF OFFERS
Unless withdrawn beforehand, ICARE’s offer shall be valid for the period
referred to therein or, if no period is specified, for thirty days from the date
thereof.

IV. PRICE
The prices do not include (a) Value Added Tax, or (b) other taxes, duties,
customs duties and other similar charges which would be due as a result of
performance of the Contract.
Any specific term or condition which has been negotiated between the parties
to the Contract is unique and nonrenewable and only applies under the
conditions defined by the two parties.
In the case of a sale, the prices (a) relate to the Goods supplied ex works
(EXW) at the point of dispatch from ICARE, excluding freight, insurance and
handling and (b) unless stated otherwise, do not including packaging. If the
goods have to be packed, the packaging shall be invoiced separately and
shall not be returnable to ICARE.
Whether in the case of the sale of goods or the provision of services, travel,
accommodation and meal costs and all ancillary costs are never included in
the estimates or offers (even fixed price offers) negotiated by ICARE.
Such costs shall be invoiced additionally to the Client.
In all cases of subscription to ICARE services or the hire/provision of
equipment, the client undertakes to pay the specified price/rent/fee on the due
dates in the contract throughout the specified period.
In general terms, the price specified between the parties for ICARE’s
goods/services relates exclusively to what was stated in the order. Any
amendment/supplement to such order may result in an increase in the price.
ICARE reserves the right at any time to change the prices stated in its
catalogues or brochures or on its website, provided always that the price and
terms and conditions applicable to the buyer shall be those confirmed by
ICARE at the time of the order.

V. INVOICING AND PAYMENT
Payment shall be made: (a) in full, with no offset, counterclaim or retention
(except if required by law) and (b) in euros thirty days from the invoice date,
unless provided otherwise, Goods shall be invoiced after notification of
availability for collection or shipment if this is undertaken by ICARE.
Services, as well as rentals / supply, shall be invoiced once a month in arrears or at the
end of provision thereof if this occurs earlier.
Without prejudice to ICARE’s other rights, it reserves the right: (1) to invoice,
automatically and without formal notice, the interest on outstanding amounts at
a rate equal to the interest rate applied by the European Central Bank to its
main refinancing operation, plus 7% for the full period of arrears, (2) to
suspend performance of the Contract (and in particular to suspend shipment)
if the Client fails to make a payment on the due date under the Contract or
another Contract having a clear link to the Contract, (3) to require at any time
any payment guarantee that ICARE may consider reasonable, and (4) to
increase the amount of such invoice (by 10% subject to an absolute minimum
of two hundred and fifty (250.00) euros for administrative expenses incurred,
notwithstanding the right to claim fair compensation for the loss suffered).
Any claim by the Client relating to an invoice shall be sent within fifteen
calendar days of the date on the invoice. The claim must be notified to ICARE
in writing by registered letter stating the precise reason for the claim. If no claim
is received within the specified period, ICARE shall deem the invoice to have
been accepted in full by the Client.

VI. SPECIFIC CLAUSES APPLICABLE TO THE SUPPLY OF GOODS
(SALE, GOODS HIRED OUT OR PROVIDED)
Use of the equipment
Equipment and products supplied and provided to the Client must be used in

accordance with the standards specified in the instruction manuals.
The Client (1) accepts the Goods and Services in accordance with the above
restriction, (2) undertakes to communicate such restrictions in writing to all
subsequent Clients or users, and (3) undertakes to defend ICARE
and its Subsidiaries, to bear all the costs of the defence of ICARE
and its subsidiaries, including the fees and costs of advice, to indemnify them and
release them from liability in the event of claims, losses, liabilities, legal actions,
judgements and damages, including consequential losses, resulting from the
use of the Goods in nuclear applications or those associated with the nuclear
sector, whether the grounds for the action are extracontractual,
contractual or otherwise, including allegations involving the civil or criminal liability of ICARE
and its subsidiaries, for negligence or strict liability.

The commodities, technology or software may not be used in the design, development, production or use of nuclear-, chemical- or biological weapons or missiles.

Description
Descriptions, dimensions and weights and the details in photos and drawings
and other characteristics shown in ICARE’s
catalogues or brochures are
approximate, nonbinding
indications which do not impose any obligation on ICARE.

Packaging
The goods are packed in accordance with ICARE’s standard practice. ICARE
reserves the right to dismantle the equipment in order to facilitate packing or
dispatch. In the case of a specific requirement by the client in relation to the
packaging, it shall bear the additional cost incurred by ICARE
as a result of such modifications.

Delivery – Shipping costs
Unless expressly agreed otherwise, the Client shall exempt ICARE
from providing prior notification of shipping. The method of shipment shall be at
ICARE’s discretion.
The costs of transport, shipping and return of the goods and equipment shall
always be borne by the client.

Installation
The services relate solely to the installation described on the purchase order,
to the exclusion of anything not expressly mentioned.
The Client must ensure that the equipment or products supplied are installed
in a location allowing a rational arrangement and normal conditions of
assembly, use and maintenance. The Client shall bear the costs of installation
and ensure maintenance of the equipment through the manufacturer, unless
provided otherwise.

Supply time – Response time
The supply/response time contained in our offers is not binding on ICARE.
It only applies on conclusion of the Contract.
If ICARE is delayed in or prevented from fulfilling its obligations due to the
behaviour or default of the Client or its agents (in particular failure to provide
specifications, scale drawings for the work and/or other information that
ICARE could reasonably require in order to fulfil its obligations, additional
requests from the client involving a change to the order), the
supply/completion time and price shall be adjusted as a result.
In the case of a delay in supply due to an act or omission by the Client or if,
after having received notification of the availability of the goods for collection,
the Client does not take delivery thereof or does not provide adequate delivery
instructions, ICARE shall be entitled to deposit the goods in an appropriate
storage facility, at the Client’s expense.

Maintenance
Once the legal warranty period has expired, any telephone, electronic or
onsite support, repair or calibration shall only be provided if the Client has
concluded a maintenance Contract with ICARE.

Warranty Liabilities
Any item supplied or service provided is deemed to be in accordance with the

order unless a claim is formulated within five days of supply of the item or
provision of the service. Any other claim or dispute must be formulated in
writing (registered letter) within eight days of receipt/supply of the goods or
work. Such claims do not in any circumstances suspend the payment
obligation.
Even where the warranty is invoked and in all cases of damage caused to the
client, ICARE’s liability is limited to direct, foreseeable damage, to the
exclusion of any consequential loss (expenses, loss of profit, loss of amenity,
additional cost of obtaining a similar or equivalent product, etc.). Damages and
any interest claimed against us may never exceed the total amount excluding
VAT stated in the estimate and already paid by the client. Our liability is always
excluded in the case of damage caused jointly by a defect in our products and
the fault of the victim or a person for whom the victim is responsible.
The goods supplied by ICARE shall only have the warranty provided by the
original manufacturer, which shall in all cases be limited to defects identified
within 12 calendar months from the goods being put into service or 18
calendar months after delivery (whichever is the earlier) and 90 days after
delivery in the case of consumables and spare parts.
In order to take advantage of the warranty, any defect identified must be
notified to ICARE within fifteen calendar days of the date on which the defect
was identified.
Outside the warranty period referred to in the previous paragraph, the client
shall in certain cases have the option, when placing the order, of taking out an
extended warranty. This additional warranty shall be granted at a price and on
terms and conditions defined at the time. Unless provided otherwise, these
general terms and conditions shall apply to this additional warranty.
By prior agreement with and at the discretion of ICARE,
the client may take out an extension to the warranty during the contract, at the end of or after the
basic warranty period, on terms and conditions to be defined at the time by
ICARE.
In the case of hired equipment (leased to the client) or provided to the client for
a fixed period, ICARE shall guarantee that the equipment is in good working
order during the time that it is hired or provided.
In the event of a fault in or malfunction of the equipment during this period,
ICARE shall replace the equipment or defective components so as to enable
normal use of the equipment until the end of the contract.
Whether the equipment is sold, hired or provided, ICARE
shall not be liable for any defect caused by: normal wear and tear on the materials or a
manufactured element made, supplied or specified by the Client, failure to
comply with ICARE’s instructions on storage, installation, operation or the
environment, failure to carry out proper maintenance, a modification or repair
without prior written authorization from ICARE,
or the use of unauthorized software or spare parts. On request, the Client shall reimburse the costs
incurred by ICARE in investigating such defects and rectifying them. The
Client shall remain solely liable on a permanent basis for the adequacy and
accuracy of all information that it provides to ICARE
under the Contract.
Components or equipment that may be replaced may have different
characteristics from the original product. We shall, however, do everything
possible to provide an identical replacement. In all cases the product replaced
shall have at least the same functionalities as the original equipment. Any
equipment and any component removed and replaced shall become our
property.
No replacement of components/equipment under warranty shall be made
unless the defective equipment/components are returned to ICARE.
No guarantee is provided in the event of failure to comply with the technical
specifics of the product, of which the client acknowledges it has been fully
informed, or in the case of use or operation by the client or a third party not
consistent with good practice.
Any guarantee is always excluded:
In the case of inappropriate use or installation of the system or equipment; in
the case of work, maintenance or handling of the equipment by persons not
authorized and/or not part of ICARE
In the case of failure to comply with electrical standards or damage caused by
any modification to the electrical equipment
In the case of any deterioration or problem of a purely aesthetic nature that
has no impact on the properties of the equipment.
In the case of storage, packaging, handling or transport not in conformity with
the nature of the equipment and the recommendations.
In the case of damage due to external causes such as (but not limited to):
lightning, miscellaneous debris, falling objects or the like, pollution, soot, salt, acid

rain, corrosive discharges, any uncontrollable natural element, power
cuts or surges, fire, abnormally aggressive environment, etc.
In the case of modification or use combined with other systems not supplied by
ICARE
The above constitutes the terms and condition of the warranty given by ICARE
and the Client’s only recourse in the event of breach thereof. No statement is
made, no guarantee given and no condition granted, explicitly or implicitly, in
relation to the quality, suitability for a given use or other similar characteristic of
the goods or services.
In the event of invoking the warranty, the client shall be responsible for
returning the equipment in question, but at ICARE’s
cost, with the method and cost of return approved in advance by ICARE.
The client shall ensure that the equipment returned is packed in a manner
appropriate to its nature.
In all cases where the warranty is invoked, ICARE shall examine the
equipment on receipt. In the event that the warranty does not apply, for one of
the reasons set out above, ICARE shall notify the client thereof. In this case,
the costs of returning the defective equipment and the costs of shipping the
new equipment shall be borne by the client.
The above paragraph shall also apply in all cases where the defective
equipment has not been returned to ICARE
by the specified means, within the month following the date on which the warranty was invoked.

Reservation of title clause
The equipment or products supplied shall remain the property of “ICARE”
until payment of the price in full. Notwithstanding the above, all risks relating to
the equipment and products are transferred to the client as soon as these
leave ICARE’s premises. The client shall therefore be responsible for
ensuring that it insures, at its cost, the equipment and products supplied as
soon as they leave ICARE’s depots.
In the case of equipment hired or provided to the client, the equipment shall
naturally remain the property of ICARE throughout the duration of the
contract. Unless agreed otherwise, ICARE shall be authorized, automatically
and without prior notice or warning, to take back the equipment at the end of
the contract or in the case of failure by the client to fulfil its obligations.
While ICARE remains the owner of the equipment, the Client is prohibited
from selling the said equipment or said products, processing them, providing
them as a pledge or surety or lending them to third parties in any form
whatsoever, or disposing of them in any way whatsoever.
In the event of failure to comply with the above three paragraphs, a penalty of
20% of the selling price of the equipment shall be payable by the Client (in
addition to the full selling price of such equipment and any interest on arrears).
Throughout the duration of the hire contract, the client shall ensure that a
notice stating that the equipment is the sole property of ICARE
shall be kept attached to such equipment.
In the case of seizure or any other claim which third parties might be liable to
make in respect of rights relating to the equipment or products, the Client shall
have a duty to inform ICARE immediately so that the latter may preserve its
rights.

VII. SPECIFIC CLAUSES APPLICABLE TO THE PROVISION OF SERVICES
Services provided
The services provided are solely those described in ICARE’s
offer or in the
client’s purchase order.
Where the services involve the provision of equipment, all the provisions of
article 6 shall apply to such equipment, insofar as they are compatible with
simple provision or hire.

Charge rates
The services provided are solely those described in ICARE’s
offer or in the client’s purchase order.
Where ICARE provides equipment on hire or makes it available to its clients,
on payment of a hire charge or periodic fee, the client shall have an obligation

to pay the amounts due until expiry of the contract term, even if such contract is
terminated early.
Where the services involve the provision of equipment, the offer may refer both
to ICARE’s remuneration for the hire / provision of such equipment, and to the
services associated with the use of such equipment.
The services shall be invoiced on the basis of the time spent at an hourly rate
depending on the complexity of the problem: the more complex the problem,
the more personnel will be involved at a high hourly rate. The offers of services
are made on the basis of an estimate of the time to be spent by qualified
personnel, based on the information provided by the Client.
The prices quoted for the services must be considered as estimates and are
not binding on ICARE, unless ICARE and the Client have agreed a fixed
price for a specific service.
The rates quoted by ICARE shall be valid only for machines in operation at
the time of the ICARE service engineer’s visit. If a machine is not in operation,
either its measurement shall be postponed until the next visit without the
engineer having to inform the Client, or he shall wait for it to be started up by
the Client at a rate of 150 €/hour of waiting.

Service schedule
A service schedule may be drawn up by the two parties on signature of the
Contract. Such schedule shall be valid for the duration of the Contract. Any
unscheduled work shall be the subject of a prior request made at least 24
hours before the start of the service.
Noncompliance with the schedule shall not in any circumstances give rise to
any liability on the part of ICARE, or to termination of this Contract.

Additional services
Apart from the re-measurement of machines which may be negotiated in the
case of an alert/alarm, any additional measurement shall be invoiced at 150
€/hour if these are made during the engineer’s scheduled visit. Any work
outside this schedule, shall be the subject of a specific offer.

Additional hours
The price of any work outside ICARE’s normal working hours, i.e. on
weekdays before 7.30 and after 18.30 or on Saturdays, Sundays and public
holidays, shall be increased by fifty per cent (50 %).

Return of equipment
In all cases where equipment is provided or hired to the client, the latter shall
have an obligation to return it to ICARE, in a fit state for hiring, at the end of
the contract.

VIII. FORCE MAJEURE
The Contract (with the exception of the Client’s obligation to pay the amounts
due to ICARE in accordance with the Contract for the supply of goods or
provision of services) shall be suspended, without obligation, if and to the
extent that performance thereof is prevented or delayed by circumstances
beyond the reasonable control of the party affected (case of force majeure), in
particular (list not exhaustive) a natural disaster, war, armed conflict, terrorist
attack, explosion, accident, flood, sabotage, government decision or action
(including an applicable export ban), trade union dispute, strike, lockout,
etc.
In cases where ICARE has a commitment to provide services remotely, the
fulfilment of which is linked to the availability and functioning of telephone
lines, the internet or any other technology, any failure of servers, IT or
communications equipment or networks, or non-availability
of the telephone line or internet access, through no fault of ICARE,
whether such circumstances occur at the client’s or ICARE’s
premises, shall be considered a case force majeure, relieving ICARE
of its obligations.
Any events of whatever nature occurring with respect to the client and
preventing ICARE from acting within the timescale and according to the
methods provided for in the contract shall also be considered cases of force
majeure.
ICARE shall have no obligation to supply hardware, software, services or
technology if it has not received the permits or authorizations necessary under
the laws, regulations, decrees or requirements applicable to imports or
exports, as amended on the date in question (in particular those of the United

States, European Union and the jurisdiction where ICARE
is based or from which such items are supplied). If such permits, authorizations or approvals
are refused or revoked for whatever reason, or in the event of a change in the
applicable laws, regulations, decrees or requirements, which would prevent
the Client from honoring the Contract or which would, in ICARE’s
opinion, expose ICARE and/or its subsidiaries to a risk under such applicable laws,
regulations, decrees or requirements, ICARE shall be released from all its
obligations under the Contract without incurring liability.
If one party is delayed in or prevent from fulfilling its obligations as a result of
this Article for more than 180 consecutive calendar days, either party may
cancel the part of the Contract which has not been fulfilled by written notice to
the other party without incurring liability; however, the Client shall have an
obligation to pay the costs and reasonable disbursements relating to any work
in progress and to pay for all Goods supplied and Services provided at the
date of cancellation. ICARE may make a number of deliveries and in this case
each delivery shall constitute a separate Contract under this article; failure by
ICARE to make one or more deliveries within the timescale shall not entitle
the Client to cancel the entire Contract or treat it as cancelled.

IX. ICARE’S OBLIGATIONS
ICARE shall take all care necessary to fulfil its commitments. ICARE
shall have a best endeavors obligation in this respect unless the context requires
an absolute obligation and such obligation has been referred to expressly in
the offer.
ICARE may subcontract all or part of the provision of the service. In all cases,
ICARE shall remain responsible to the Client for proper performance of the
work thus subcontracted, unless such subcontractor was chosen by the Client
itself.
ICARE shall fulfil its commitments on the basis of information provided by the
Client and cannot be held liable by the Client for damages incurred as a result
of lack of information. ICARE shall have no obligation to repair damage which
is a consequence of the direct or indirect fault of the Client.

X. CLIENT’S OBLIGATIONS
The Client undertakes to collaborate with ICARE throughout the provision of
the services in order to facilitate and improve the quality of the services as
defined in the offer. To this end, the Client shall provide without delay any
clarification, explanation or documentation useful in providing the services,
and in particular all safety related information, and shall respond diligently to
any questions ICARE may have.
The Client agrees to communicate to ICARE any useful information whether
technical (for example, a meaningful vibration analysis can only be carried out
if the machine rotation speed and kinematics – bearings, engaging of the
gears, belts – are known) or legal (and in conformity with the applicable
legislation) before the start of deliveries or services by ICARE.
In addition, the Client agrees to provide all useful items in order to identify what type of service
should be provided.
The Client also agrees to notify ICARE of any change in the items referred to
above. The Client alone shall bear the consequences of any failure to fulfil the
obligation described above and undertakes in particular to indemnify ICARE
at a minimum rate of 150 €/hour for each hour wasted by ICARE
personnel as a result of a failure to fulfil such obligation.
The Client expressly accepts that the reports submitted to it in draft form as part
of the service provision are solely indicative and do not give rise to any liability
on ICARE’s part.
The Client agrees that all laws, regulations, decrees or requirements
applicable to imports, export controls and sanctions, as amended on the date
in question and including in particular those of the United States, European
Union and the jurisdiction where ICARE and the Client are based or from
which such items may be supplied and the requirements of the licences,
authorisations, general permits or licence exceptions relating thereto shall

apply to the receipt and use by the Client of equipment, software, services and
technology. The Client shall not use, transfer or reexport
such equipment, software or technology in breach of such applicable laws, regulations, decrees
or requirements or licences, authorisations or licence exceptions relating
thereto. The Client also agrees not to undertake any activity that would expose
ICARE or its subsidiaries to a risk of sanctions under the legislation or
regulations of a competent jurisdiction prohibiting improper payments, in
particular bribes, to officials of a government or government agency or policy
department thereof, political parties, political party officials, candidates for
public office or an employee of the Client or of a supplier. The Client
undertakes to comply with all legal and ethical requirements and the relevant
laws.

XI. NONSOLICITATION
The client undertakes not to recruit, employ or commission work from (for
example on a freelance basis), directly or through an intermediary, the present
or future employees of ICARE
throughout the period of the work and for a
period of 1 year from the date on which the work ends. This clause shall apply
whatever the specialisation of the employee in question and even where the
solicitation occurs on the said employee’s initiative. In the event of breach of
this clause, the client undertakes irrevocably and automatically to pay ICARE
an indemnity of 100,000 (one hundred thousand) EUR.

XII. LIMITATION OF LIABILITY
“ICARE’s” liability is expressly limited to direct loss suffered by the Client itself
resulting from a professional error committed by ICARE
in the context of fulfilling its undertakings. “ICARE” cannot be held liable for any consequential
or intangible loss suffered by the Client or by a third party, such as in particular
loss of production, loss of profit, loss of Contracts, loss of opportunity or loss of
data. Notwithstanding any other provisions and unless provided otherwise by law,
ICARE’s total liability in respect of damages, claims or grounds for action,
whatever their basis (including in particular damages, claims or grounds for
action for breach of Contract or a legal obligation, fault, strict liability or breach
of intellectual property rights) shall not exceed an amount equal to 3 times the
sums paid under the Contract.
The Client accepts that, in any event, only ICARE’s liability as a legal entity
may be invoked under this Contract and expressly waives the right to invoke in
any manner whatsoever the liability of an employee, director or shareholder of
ICARE or another company, even in the case of negligence, admitted fault or
any other case. ICARE cannot in any event be held liable for nonperformance
of its obligations due to circumstances which can reasonably be considered
unforeseeable or outside its control (cases of force majeure). ICARE
cannot in any event be held liable for any action or penalties applied to the Client
which result from the Client’s failure to fulfil its obligation to provide accurate
and relevant information in relation to the work carried out by ICARE.
In addition, the Client agrees to indemnify, defend and guarantee ICARE
in respect of any liabilities, losses or expenses and claims made against
or imposed on ICARE resulting from such failure on the part of the Client.

XIII. NON EXCUSIVITY
The Client states that it has been notified that the existing relationship between
ICARE and itself is entirely non-exclusive and cannot be exclusive in any circumstances.
ICARE expressly reserves the right to reproduce the same services with other Clients.

XIV. CONFIDENTIALITY
ICARE undertakes to comply with the professional code of conduct in all
aspects of its work. ICARE and its employees shall maintain a strict standard

of confidentiality with regard to the information obtained in the course of their
work. Neither ICARE, nor the Client may provide any information received under
this Contract to a third party without the prior written agreement of the other
party. Such restrictions shall not apply where the information has come into the
public domain in one way or another. ICARE, however, reserves the right to disclose to third parties the existence
and means of provision of the service in its own interest, including for
promotional purposes, without however disclosing the content thereof.
The Client states that it is aware and has given its consent to ICARE
to provide confidential information to its insurers and legal advisers or to a third party if
this is required by the courts or by the government or a regulatory authority or
if there is a legal duty to provide such information, as well as in the case where
the provision of the said confidential information is essential in order to have
the contract fulfilled or complied with, in the context of judicial or extrajudicial
proceedings.
The parties undertake to comply with the confidentiality obligation for 3 years
after the end of the Contract.

XV. INTELLECTUAL PROPERTY AND USE OF THE ICARE NAME OR LOGO
The offers, descriptions, sketches, calculations, studies, methods, reports and
any other documents provided by ICARE shall always remain the property of ICARE,
even where the costs are billed. The Client may, however, use these
freely for strictly internal purposes.
Reproduction, in any manner whatsoever, of documents submitted by ICARE
to the Client is not permitted without the ICARE’s prior written consent, unless
such reproduction is strictly for internal use.
Reproduction or use of the ICARE name or logo for any purpose whatsoever
is not permitted except with written authorization from ICARE.
In such case, reproduction and use of the name or logo shall be solely for the purpose
specified by ICARE. Reproduction of the logo shall comply with the colors,
quality and size defined by ICARE.
In all cases where a third party is authorized to use the ICARE
name or logo, it shall always take care to avoid
confusion between its name and its activities on the one hand and those of
ICARE on the other hand. Use of the name or logo by a third party shall not in
any circumstances give rise to any liability on ICARE’s
part.

XVI. ELECTRONIC COMMUNICATION
Electronic communications (by telephone, email, internet or fax) may be
exchanged between ICARE
and the Client during the period of the Contract.
Security and protection against viruses cannot be guaranteed, nor can
protection against any piracy, interception, loss or destruction of these emails.
ICARE cannot be held liable for the problems inherent in this method of
communication, in respect of which the Client accepts the risks.

XVII. MODIFICATION OF THE LEGAL FRAMEWORK
If the obligations of the Client and/or of ICARE
under the Contract are extended or reduced, after receipt of the offer by the Client, by the
promulgation of or amendment to a law or decree, regulation or rules having
legal force, the contract price and delivery time shall be adjusted as a
consequence and/or performance of the Contract suspended or cancelled at
ICARE’s option.

XVIII. COLLECTION OF WASTE
Apart from measures required by the applicable law, ICARE
shall have no
responsibility for the collection, processing, recovery or disposal (1) of the
Goods or any part thereof when they are legally classed as “waste”, or (2) of
items for which the Goods or any part thereof constitute replacements. If
ICARE is required to dispose of “waste” Goods or any part thereof by the
applicable legislation, including by legislation on the disposal of waste
electrical and electronic equipment, European Directive 2002/96/EC (WEEE)
and the legislation resulting therefrom in the European Union Member States,
the Client shall, in addition to the contract price and unless this is prohibited by
the applicable legislation, pay ICARE (1) ICARE’s standard fee for disposal
under the legislation of such Goods or (2) if ICARE does not have such a

standard fee, the costs incurred by ICARE in disposing of such Goods
(including handling, transport and disposal costs, plus a reasonable amount
for overheads).

XIX. DEFAULT, INSOLVENCY AND CANCELLATION ICARE
shall be entitled, without prejudice to any other rights it has, to cancel
the Contract immediately, in full or in part, automatically and without prior
notice if there is no explicit provision therefor, by written notification to the Client
(1) if the Client fails to fulfil its obligations under the Contract and does not
rectify such failure with a period of 30 (thirty) days from the date of ICARE’s
written notification informing it of the said failure, if it is reasonably possible to
rectify it within such period, or, if it is not reasonably possible to rectify the said
failure within such period, if it does not take all necessary steps to try to rectify it
or (2) if ICARE has good reason to believe that the Client will not be in a
position to fulfil its obligations, in particular with regard to payment for the
Goods and/or Services. ICARE shall be entitled to recover from the Client or
the Client’s representative all costs and damages incurred by ICARE
as a result of such cancellation, including reasonable compensation for overheads
and loss of profit (in particular loss of the expected profit and the expected
overheads).

XX. NONWAIVER
No waiver by a party of a breach, default, right or recourse nor any behaviour
shall be deemed to constitute a permanent waiver of another breach, another
default, another right or another recourse, unless such waiver is expressed in
writing and signed by the party against which it is enforceable.

XXI. NONASSIGNMENT
The Client shall not be entitled to assign its rights or obligations hereunder
without the prior written consent of ICARE.

XXII. CASE WHERE ONE OF THE CLAUSES OF THESE TERMS AND
CONDITIONS WERE TO BE INVALID, ANNULLED, INFEASIBLE OR
INEFFECTIVE
If one of the clauses of these terms and conditions were to be invalid, annulled,
infeasible or ineffective, the remainder of the terms and conditions would
remain fully valid. The parties undertake in this case to interpret and amend
the Contract so as to achieve as closely as possible the sense and objective
intended by the invalid, annulled, infeasible or ineffective part of the Contract.
The Client undertakes to notify ICARE as soon as possible by registered letter
of the existence of any legal or contractual provision applicable to the
relationship linking it to ICARE which would act counter to these Contract
terms, on penalty of losing the benefit of the said provisions or their effects.

XXIII. INDEPENDANCE OF THE PARTIES
The parties are legally independent of each other. In all cases where ICARE
is required to provide services at its client’s premises, the ICARE
personnel assigned to such tasks shall remain under the sole authority of ICARE.
The management hierarchy between ICARE
and its personnel only exists with respect to ICARE.
ICARE employees shall never be subject to the authority of the client or its
representatives, even where such employees are providing services on the
client’s premises.
The client shall be authorized, if applicable, to give the following information
and instructions to ICARE personnel insofar as they are necessary for
providing the services, without this constituting an exercise of management
authority by the client over ICARE personnel:
Instructions regarding the respect, safety and protection of people, premises,
equipment and infrastructure belonging to the client or third parties.
Instructions in order to ensure that the service is well organized and there is
good collaboration between ICARE personnel and the client’s personnel:
opening hours of the company’s premises, standards applicable in the sector,
etc.
Beyond that, any prerogative associated with management authority over ICARE
personnel shall be exercised exclusively by ICARE: recruitment,
remuneration, career management, working hours, training, checking of work,
discipline, sanctions, dismissal, etc.

XXIV. RESOLUTION OF CONFLICTS AND APPLICABLE LAW
The Contract shall be interpreted in all respects in accordance with Belgian
law, excluding however the effect on such law of the Vienna Convention of
1980 on Contracts for the International Sale of Goods and not taking into
account, to the extent permitted by law, any rules on the conflict of laws or rules
which could lead to the application of laws of another jurisdiction.
The parties agree that any disagreement or difference of opinion relating to
the invoking of ICARE’s liability shall be submitted to mediation. To this end,
the parties hereto undertake to attend at least one mediation meeting to which
they shall send a delegate with the power to take decisions. The mediator
(approved by the Belgian Federal Mediation Commission) shall be chosen by
the parties.
In the case of all other disputes (in particular the payment of undisputed
invoices) or in the absence of amicable agreement, likewise for any protective
measure, all differences of opinion relating to this agreement shall come under
the jurisdiction of the Mons Commercial Court (Belgium).

XXV. ONLINE SALE (BY INTERNET) AND PROTECTION OF PRIVACY ICARE
shall have only a best endeavors obligation with respect to online
sale or orders; it cannot be held liable for any damage resulting from the use
of the internet, such as loss of data, intrusion, viruses, service interruption, or
other troublesome problems.
Information containing the names of purchasers may be subject to automated
processing. ICARE reserves the right to gather information on purchasers,
including the use of cookies, and if it wishes transmit the information gathered
to commercial partners.
Purchasers may oppose disclosure of their details by notifying ICARE
accordingly. Likewise, users shall have the right to access and correct data
relating to them. The automated processing of information, including
management of the email addresses of users of the website is the
responsibility of ICARE.
Any request for information or correction must be addressed to ICARE
at ICARE’s registered office by registered letter with acknowledgement of receipt.
Both in respect of creation of the contract and its performance, ICARE
shall not be liable for problems associated with electronic communications and the
functioning of the INTERNET, whatever these may be and whether they occur
at the premises of client or of ICARE and/or their suppliers and service providers.