Terms of service

GENERAL TERMS AND CONDITIONS ROAM SILICON BV 

1. Scope of application, perusal and acceptance 

1.1. These conditions, which do not contain style clauses, including the special conditions mentioned on  our documents such as, among others, quotations, order confirmations, delivery notes, work orders, agreements, are, except for express written deviation, applicable to the agreement between ROAM  SILICON and its Customer co-contractor, either as a purchaser or as a principal of services (hereinafter  in all cases referred to as the ‘Customer’) and this retroactively as soon as they were notified to the  Customer at least once, at any time and in any form.  

1.2. They are deemed to have been formally and expressly known and accepted by the Customer by  entering into any and all agreements with ROAM SILICON. They shall apply to the exclusion of the  Customer’s own general terms and conditions (even if these terms and conditions contradict the  general or specific terms and conditions of the Customer), even if they carry a more recent date. The  special conditions, which were included in the offer, shall in any case remain applicable, unless  expressly stated otherwise. 

1.3. The fact that a specific agreement deviates from one of the provisions of these general terms and conditions does not exclude the application of the remaining provisions thereof.  

1.4. Should one or more of these terms and conditions be declared definitively unenforceable or null and  void, this shall not affect the remaining provisions, and the unenforceable and/or void provision  concerned, or its interpretation shall be replaced by a provision which, within the legal limits, achieves  the same or similar but legally acceptable effect as the unenforceable or void provision. 

1.5. ROAM SILICON reserves the right to amend its general terms and conditions of sale at any time. New  or amended general terms and conditions shall apply from the thirtieth (30th) day after they were  made known to Customer. 

1.6. The titles of the articles of these general terms and conditions are purely indicative.  2. Price quotations and agreements 

2.1. The quotation is only valid for a period of 30 calendar days, unless another period was expressly  provided for or unless it would be revoked by ROAM SILICON prior to its acceptance by the Customer.  ROAM SILICON can only be bound by its quotation if the order of the Customer reaches it during the  afore-mentioned period. The prices indicated in the offer are only valid subject to a complete order,  meaning all the products foreseen in the offer. In no event shall prices confirmed by ROAM SILICON  for one order be binding for subsequent orders, unless it concerns orders within a larger framework  agreement. 

2.2. Specifications and offers are based on the values of wages, taxes, macroeconomic taxation policies, transport and energy costs and cost of materials applicable at the time they are drawn up. If these  undergo changes, ROAM SILICON reserves the right to adjust the prices, until invoicing. 

2.3. Any change made by the Customer to the original order after the quotation by ROAM SILICON will only  be made with the express consent of ROAM SILICON on the changed terms. A rejection by ROAM  SILICON of the proposed change does not affect the original agreement. 

2.4. Orders are accepted by ROAM SILICON under the suspensive condition that the goods ordered are in  stock in its warehouse or can be obtained by it to its usual terms within the usual time limits. 

2.5. Orders by the Customer are irrevocable. The Customer commits himself in a permanent manner not  only by signing for approval of (a copy of) the offer or the quotation, but also by any other statement  or document such as, among others, an e-mail outgoing from the Customer whereby the offer or the  quotation of ROAM SILICON is accepted without reservation. 

2.6. The order is only binding for ROAM SILICON by its written confirmation, by express agreement or by  execution. The Customer must peruse it upon confirmation and immediately notify ROAM SILICON of  any inaccuracies. If the possible non-conformity is not notified within three days after the date of the  confirmation, the confirmation is irrefutably presumed to be identical to the order of the Customer and the agreement is deemed to be thus concluded at the registered office of ROAM SILICON. 

2.7. Unaccepted specifications and price quotations apply only as information. ROAM SILICON shall never  be liable for damages or disadvantages resulting from errors, mistakes, printing errors etc. in the  documents issued by ROAM SILICON. In case of contradictions in the documents issued by ROAM  SILICON, the Customer will point this out to ROAM SILICON. In any case, ROAM SILICON will be able  to rectify them. 

2.8. The weights, measurements, capacities and other details that are included in catalogues,  advertisements, depictions, and price lists are only meant to be approximations. These details only  bind ROAM SILICON in so far as this is explicitly stated.  

2.9. The Customer shall be responsible for the accuracy of any order submitted by himself. The Customer  shall also be responsible to give ROAM SILICON any necessary information relating to the products or  services within a sufficient time to enable ROAM SILICON to perform the individual contract in  accordance with its terms. 

2.10. All product compositions, designs, plans, documents, drawings, calculations, processes, samples and  the like, prepared or adapted by ROAM SILICON, are and remain the property of ROAM SILICON and  are protected by intellectual rights. The Customer may not use these product compositions, designs,  plans, documents, drawings, samples and the like for purposes other than the agreement with ROAM  SILICON and may not pass them on to third parties, except if this is necessary for the execution of the  agreement. The Customer may no longer use such information or documents if, for whatever reason,  the agreement with ROAM SILICON is not concluded or would not be fully executed. In case of  violation of this provision, the Customer shall be obliged to pay to ROAM SILICON for each violation a  lump sum indemnity in the amount of 25.000,00 EUR (twenty-five thousand euros) and 500,00 EUR  (five hundred euros) per day that the violation continues, by way of damages without prejudice to the  right of ROAM SILICON to claim higher damages to the extent that the existence of a greater damage  is proven and without prejudice to the right of ROAM SILICON to claim additionally a penalty or the  cessation of the violation. 

2.11. When payment of an advance or cash payment is prescribed in the offer, ROAM SILICON is only bound  to start any execution after full payment thereof. The execution period starts on the day after receipt  of the payment by ROAM SILICON. 

2.12. Any advance received or any payment made because of the order is definitively acquired by ROAM  SILICON unless the Customer provides proof that ROAM SILICON, after having been given notice of  default by the Customer to this effect, has manifestly failed to fulfil one of its main commitments or if  ROAM SILICON withdraws in error after acceptance of the works. In any case, ROAM SILICON may  offset the advance/payment against any claim it has against the Customer. 

3. Prices 

3.1. The prices mentioned in the documents issued by ROAM SILICON are exclusive of VAT, unless explicitly  stated otherwise. The VAT is charged in the invoice and is at the expense of the Customer.  

Should ROAM SILICON apply a wrong VAT percentage, it can always correct such and the Customer accepts the consequences thereof. The Customer vouches for all consequences resulting from the  application of the wrong VAT percentage. Possible fines and costs related to this will only be charged  to the Customer and, if necessary, can be recovered from the Customer by ROAM SILICON. 

The prices are partly drawn up based on data communicated to ROAM SILICON by the Customer. Only  the Customer will be responsible for all financial consequences if the invoicing took place because of incorrect information by the Customer. 

3.2. All items not expressly mentioned in the offer, such as transport costs, loading or unloading costs,  insurance costs, packaging costs, levies, import and export duties, etc. are not included in the price.  Parties can agree that ROAM SILICON should provide packing, transport packaging, loading, transport,  unloading, or insurance of goods. In that case Customer will bear the cost thereof. 

4. Execution of the agreement 

4.1. All delivery deadlines are indicative and non-binding. Any delay in the delivery deadline does not  entitle the Customer to request compensation or the dissolution of the agreement.  

4.2. ROAM SILICON does not guarantee the results of the products sold. The Customer is solely responsible  for verifying the correct application of the products and declares that he has sufficient knowledge in  this regard. 

4.3. The Customer himself is responsible for applying for, following up, obtaining and maintaining the  required permits and authorisations. The related costs are exclusively for the account of the Customer.  Possible damages or fines resulting from the lack or omission of necessary data and/or documents  which had to be provided by the Customer are for the account of the Customer, who furthermore  indemnifies ROAM SILICON integrally and without any limitation for all possible consequences thereof of whatever nature.  

If an approval and/or registration is required for the sale of the products within the country where the  Customer is located, ROAM SILICON shall bear all costs related thereto, except for costs specifically  related to the Customer. All approvals and/or registrations shall always be applied for in the name of  ROAM SILICON. 

4.4. The Customer shall be solely responsible for ensuring that the labelling and packaging of Products  comply with the laws and regulations. ROAM SILICON shall never be liable in any way whatsoever for  any violation of such laws and regulations. If such laws and regulations increase the costs of labelling  and packaging, the Customer shall pay those costs. The prince includes the costs of a standard label. 

4.5. Upon receipt of unfavourable solvency or commercial information regarding the Customer, ROAM  SILICON has the right to suspend the execution of the agreement until guarantees of irreproachable  quality are provided by the Customer, failing which ROAM SILICON has the right to consider the  agreement as dissolved at the charge of the Customer without judicial intervention and to invoice the  products already delivered and in addition a compensation for inter alia cancellation of the agreement. 

4.6. The agreement only relates to the goods and/or services as described in the signed written agreement  and/or the offer accepted by both parties. Modifications to the order after the conclusion of the  agreement are only valid upon written agreement by ROAM SILICON. The Customer acknowledges  that such changes will affect the price and delivery times.  

4.7. The Customer has no recourse against ROAM SILICON in case of minor changes to the products and/or  services, if they are technically necessary or result from the evolution in technology, legislation,  production and aesthetics. In such cases ROAM SILICON shall not be under obligation to make such  changes to Products already held or ordered by the Customer. The Customer cannot hold ROAM  SILICON liable for any changes within the meaning of this article and shall not have any recourse  against ROAM SILICON for its discontinuation of the supply of products or packaging of the type, design  or model previously sold by ROAM SILICON. 

5. Cancellation by the Customer 

5.1. In case of cancellation of an order, even partially, by the Customer, the latter is obliged to pay a  compensation, fixed and irrevocable at 35% of the price of the cancelled order, without prejudice to  the right of ROAM SILICON to prove a higher damage or to demand that the agreement is  implemented.  

5.2. In the event of cancellation of an order by the Customer, the part of the order executed or that part  of the order in progress at the time of cancellation must also be paid. 

Order in progress means not only that part of the order whose actual execution has commenced, but  also that part which is in preparation as well as the materials purchased and those ordered which  could no longer be cancelled from any suppliers and subcontractors.  

6. Payments 

6.1. Unless otherwise stated on the invoices, all deliveries and services of ROAM SILICON must be paid  within 30 calendar days upon invoice date without the right for the Customer to apply any discount or  rebate.  

Payments shall be made at the registered office of ROAM SILICON to its bank account.  

6.2. All invoices from ROAM SILICON are to be paid in the indicated currency. When the payment is done  in a different currency, the conversion will be calculated with regards to the highest rate, either at the  rate of the invoice date or the date of payment. 

6.3. Pursuant to Article 53 of the Belgian VAT Code and Royal Decree No. 1, invoices shall be sent and  received exclusively electronically via the Peppol transmission network in Peppol BIS format in the UBL  version for the entities concerned.  

ROAM SILICON reserves the right to refuse an invoice if it does not comply with electronic invoicing  within the meaning of the above-mentioned legislation. 

If the Customeris a foreign entity that also participates in the Peppol transmission network, e-invoicing  via Peppol will take place in accordance with the applicable Peppol obligations. For countries where  Peppol does not apply, the parties reserve the right to use alternative means of invoicing. 

6.4. Any objection against the invoice must be made in writing, by registered mail and motivated within  7 calendar days upon date of invoice and mentioning invoice number and date. If one of these  conditions is not met, the protest will be considered non-existent and the invoice will be considered  definitively accepted, without ROAM SILICON being obliged to respond to this protest.  

The receipt by ROAM SILICON of electronic invoices via the Peppol transmission network does not  imply acceptance of the invoice. ROAM SILICON reserves the right to contest the invoice. 

6.5. In case of non-payment or overdue payment by the Customer, the price will be legally and without  any notice of default being required, increased with a fixed compensation of 10% of the invoice  amount as a damage clause, with a minimum of 250,00 EUR and a maximum of 7.500,00 EUR per  invoice. The cost of each notice of default is 37,50 EUR. ROAM SILICON is also entitled to  reimbursement of all costs such as collection costs, possible court costs and the costs and fees of  counsel appointed by ROAM SILICON. These costs are not included in the fixed compensation. In  addition, by operation of law and without notice of default being required, an overdue payment interest will be due, which will be calculated in accordance with the Law of 2 August 2002 on late  payment in commercial transactions. This provision continues to apply if ROAM SILICON allows  instalments or payment facilities. 

If the Customer to comply with its electronic invoicing obligations and is therefore unable to receive  its invoices or receives them incorrectly, this does not release the Customer from its payment  obligations. Any additional costs, penalties or delays shall be borne by the Customer. 

6.6. If the Customer has not paid one invoice on its due date, all other invoices, even those not yet due,  shall become immediately due and payable.  

6.7. In case of late payment of an invoice by the Customer, ROAM SILICON reserves the right to declare  any granted discounts expired, even with retroactive effect and this regarding the discounts granted  to the Customer up to one year prior to the last discount granted to the Customer. 

6.8. In case of late payment of an invoice, ROAM SILICON reserves the right to suspend further execution  of deliveries or other current contracts between the parties until the full payment of the outstanding  amounts, even if the non-payment occurs because of an alleged disputed delivery or defective service  by ROAM SILICON. The execution period shall be suspended at the expense of the Customer for a  period equal to the day of late payment until the day after the receipt of payment or approval by  ROAM SILICON. 

6.9. In no case may incomplete or partially disputed delivery or partially defective service serve as an  excuse to delay payment of the part that was not disputed. Also, a delay in the delivery, does not give  the Customer the right to withhold any payment, nor a change in the original order. Unless expressly  authorised in advance by ROAM SILICON, no deduction by way of guarantee is permitted.  

6.10. If payment facilities are granted, it is expressly agreed that the first default shall by operation of law  and without notice of default entail the immediate claimability of all instalments yet to fall due.  

6.11. Payments are always be offset first against interest due under these terms and conditions, then against  damages and collection costs and only then against the outstanding (balances of the) invoice(s),  whereby the oldest outstanding amounts are offset first, and this irrespective of any possible  comment(s) or statement(s) made by the Customer on the occasion of his payment.  

6.12. ROAM SILICON is at all times entitled to transfer all or part of the claims against the Customer to third  parties.  

6.13. At any time and even after bankruptcy of the Customer or any other form of concurrence, insolvency  procedure or seizure of the assets of the Customer (such as, among others, bankruptcy, judicial  reorganisation, liquidation, collective debt settlement,...), set-off of debts will take place automatically  between all claims of ROAM SILICON on its Customer on the one hand and all claims of its Customer on ROAM SILICON on the other hand and this without prior formal notice or judicial decision. 

This set-off of debts is also applicable to all due and non-due amounts (e.g. also severance payments  or other damages) that become or will become due and/or payable after and/or because of the  situation of concurrence and with expiry of all permitted payment facilities. This set-off of debts is  opposable to third parties. 

In addition, ROAM SILICON will be authorised, where appropriate, in the event that the mutual claims  between ROAM SILICON and the Customer are not liquid, due or replaceable to liquidate or make due  and demand immediate payment of such claims for the purpose of setting off. 

Within this framework, but not limited to it, ROAM SILICON has the right to dissolve the mutual legal  relationship between it and the Customer on notice or otherwise make the mutual claims payable  early, including in the following cases: 

- bankruptcy of the customer or any other form of concurrence, insolvency proceedings or  attachment of the assets of the Customer 

- appointment of a trustee/director/mandatory over the Customer 

- non-payment of the Customer. 

6.14. Setoff of debts in the mutual relationship between ROAM SILICON and the Customer remains possible  notwithstanding any assignment by the Customer of his claims against ROAM SILICON. 

All mutual claims of ROAM SILICON and the Customer shall be deemed to form part of an indivisible  whole and in that respect shall be coherent with each other. 

6.15. The formation of the agreement counts as an agreement of transfer of debt. 

This means that ROAM SILICON may serve its claim on its Customer by registered letter to the debtor  of its Customer in the amount of all amounts due by the Customer. The Customer is obliged to  communicate to ROAM SILICON at first request all elements relating to its claims towards its debtors  as soon as ROAM SILICON has been notified of its intention to apply this article. 

7. Warranties and liability

7.1. The conformity of the delivery must be checked by the Customer upon receipt.  

This check will be deemed to have been made at the time of unloading at the place of unloading before  the products are unloaded.  

The absence of the Customer at the time of delivery implies his agreement to the delivery and the  waiver of any responsibility or liability of ROAM SILICON regarding the conformity of the delivery. 

7.2. Visible defects are covered by the acceptance in the presence of the Customer or an appointee or by  commissioning. This also applies if the Customer remained absent, although he was duly notified. In  the case of tacit acceptance such as commissioning, complaints must be submitted in writing within  eight calendar days of receiptstating reasons. Complaints not received in writing within eight calendar  days of delivery shall no longer be accepted and shall be deemed to be non-existent.  

7.3. Deviations deemed permissible in the industry or technically unavoidable shall not constitute grounds  for complaints.  

The following non-exhaustive list includes several frequently occurring properties, which do not  constitute grounds for complaints or liability: 

- deviations in colour or smell; 

- other packaging that complies with the legal packaging requirements for the product. 

7.4. ROAM SILICON does not guarantee the results of the products sold. The Customer is solely responsible  for verifying the correct application of the products and declares that he has sufficient knowledge in  this regard. 

The Customer acknowledges that any technical advice, information, suggestions or recommendations  provided by ROAM SILICON or a representative of ROAM SILICON regarding the product or the  suitability or desirability of the product for a specific use or application are based solely on the general  knowledge of ROAM SILICON. These opinions are intended as general guidelines and do not constitute  a representation or warranty by ROAM SILICON that the product is actually suitable or desirable for  any particular use or application.  

The Customer bears full responsibility for the use and the applications to which the product is  subjected.  

The characteristics, specifications and/or properties of the product may be affected by processing,  handling, use and/or production of the product by the Customer or others. ROAM SILICON accepts no  responsibility whatsoever for the nature or consequences of such processing nor for the suitability of  the product for the purposes for which the Customer or others intend to use the product after such  processing.  

7.5. In the event of complaints being timely and correctly reported to ROAM SILICON and found to be  legitimate by ROAM SILICON (f.e. based on samples in the laboratory), the latter always has the right  to proceed to replacement in kind itself and ROAM SILICON will at its own option and discretion: (i)  replace defective products or (ii) credit an amount that reasonably reflects the nature and extent of  the defect in question.  

The Customer acknowledges that each of these measures constitutes full adequate compensation for  any possible damage due to any possible defects and accepts that the execution of these measures  cannot be considered as an acceptance of liability by ROAM SILICON. In no case will the Customer be  relieved of its payment obligation within the period(s) set out on the respective invoice.  

7.6. In the case of latent/invisible defects of the Products, the Customershall notify ROAM SILICON of such  defects in writing as soon as possible and no later than five (5) days of discovery of the defect. If such  notification is not received within the aforementioned period, the Customer shall be deemed to have  accepted the Products. The Customer shall keep Products with latent defects available for inspection  by ROAM SILICON. ROAM SILICON shall check and examine the Products and investigate the complaint within eight (8) days of receiving a sample of the Product notified as defective. The costs of such  examinations shall be payable by ROAM SILICON if the claim of the defect is found to be legitimate. 

The liability or indemnification for hidden defects can in any case not extend further than that of the  suppliers and is excluded if the invoicing of ROAM SILICON was not paid in full on the due date, under  penalty of expiry. 

7.7. ROAM SILICON warrants the Customer that the Products are fit for purpose and comply with the  mandatory standards applicable to the Products. ROAM SILICON does not give the Customer any  further warranties or guaranties concerning the Products. The maximum warranty/guarantee period  is 12 months after delivery. 

7.8. The guarantee can only be claimed by the Customer after full payment in accordance with these  general conditions and for which the guarantee is invoked. The guarantee period will in any case have  started from the delivery. 

7.9. The defects and/or damages which are the immediate consequence of, or which have become known on the occasion of any of the following facts or acts are expressly excluded from any guarantee:  

- If the directions given by ROAM SILICON for usage, storage, testing and/of maintenance are not  followed exactly. 

- The Customer or any third party has performed operations on the products delivered by ROAM  SILLICON without ROAM SILLICON’s permission. 

- Any negligence or, in general, wrong, abnormal, improper or abusive use of the products.  - Any act or damage-causing fault caused by anyone, including the Customer himself. 

- Damages caused by transport, even if the delivery is carriage paid, by ROAM SILICON or on its  behalf. 

7.10. The liability of ROAM SILICON for any damages suffered by the Customer as a result of mistakes made  by ROAM SILICON or by its employees during the execution of its commitments is limited to the direct  damages attributable to its serious fault or its deceit or serious fault or the deceit of one of its  employees or the faulty (or non-execution) of its main commitment except for possible force majeure  situations. ROAM SILICON is not liable for errors, including grave error and deceit, committed by  independent executing agents on whom it calls. 

7.11. The parties agree that the recovery of damages caused by the non-performance of a contractual  obligation, included in the contract, shall be governed exclusively and within the legal limits by the  rules of the Contract Law, even if the event at the origin of the damages also constitutes a tort. 

The parties agree that for the recovery of the damages caused by the non-performance of a  contractual obligation by the following auxiliary persons of ROAM SILICON, namely its employees, its  directors and bodies, and self-employed service providers with a management position, within the  legal limits, there is only ground for a contractual liability claim against ROAM SILICON itself and no  ground for an extra-contractual liability claim against any of the aforementioned auxiliary persons,  even if the event at the origin of the damages also constitutes a tort. 

7.12. The liability of ROAM SILICON is in any case limited to the value of the products, and in any case, an  absolutely determined maximum per claim (and this in accordance with the policy civil liability BA no LXX124423 concluded with MS Amlin via Vanbreda Rist & Benefits ). 

7.13. Only damage that was foreseeable when the agreement was concluded will qualify for compensation. 

7.14. ROAM SILICON can never be held liable for immaterial, indirect or consequential damages (such as,  but not limited to loss of profit, loss of income, loss of use, administration costs, damages to third  parties, etc.) and no objective product liability can be charged to ROAM SILICON. 

7.15. ROAM SILICON cannot be held liable for any damages due to delays in delivery.  

7.16. Any claim of the Customer for damages against ROAM SILICON lapses if it is not brought before the  competent court within a period of one (1) year after the facts on which the claim is based were known  or could reasonably have been known by the Customer.  

8. Transfer of risks and transport 

8.1. The Customer bears the full risk over the goods delivered from the time of transport. Unless otherwise  agreed in writing, delivery of goods shall be Ex Works (EXW) at ROAM SILICON’s premises or other  appointed location (Incoterms 2010 rules), even if delivery is handled by ROAM SILICON in which case  ROAM SILICON only acts as mandatary of the Customer. 

8.2. Dispatch and transport will take place at the Customer’s risk, irrespective of the way in which the  transport is organized. The Customer can have the goods insured at their own expense and is obliged  to inspect the equipment upon receipt and to exercise their right of recourse against the conveyor  within the required time limit. 

8.3. ROAM SILICON may deliver the products in one or several deliveries. Each delivery shall constitute a  separate contract and shall be invoiced and paid for separately. 

8.4. As soon as the Customer has been notified that the goods are ready for delivery and the delivery has  not yet taken place due to reasons that fall outside the scope of ROAM SILICON, the storage of the  goods awaiting delivery or collection will take place at the risk and expense of the Customer. 

9. Retention of title and pledge 

9.1. The delivered products remain, even in case of (unauthorised) modification, the property of ROAM  SILICON until full payment has been made including possible interest and costs. If the Customer has  not yet (completely) paid the purchase price, the Customer will notify third parties (for example a  curator, insolvency administrator and creditors) of ROAM SILICON’s retention of title by registered  letter each time this is required by the circumstances, including but not restricted to the situation  wherein a third party is threatening to seize or has seized the products. The Customer will inform  ROAM SILICON of this immediately by registered letter. The Customer warrants (if necessary on behalf  of a third party (buyer) or holder) that ROAM SILICON shall be notified of the location of the products  at its first request and that they shall be made available to ROAM SILICON again at the expense and  risk of the Customer if ROAM SILICON so requests. For as far as is necessary, ROAM SILICON shall be  granted both an irrevocable mandate for repossession, and a mandate to enter the premises for this  purpose. 

9.2. The retention of title also remains valid if the products were to be mixed or processed into a new  product.  

As long as ROAM SILICON retains the right of ownership according to this clause, the Customer remains  liable for keeping the products concerned in good condition. He may not modify, pledge, sell or  encumber them in any way or incorporate or transform them. He is liable for them and undertakes to  insure them against all risks. 

The retention of title extends to all debt-claims that take the place of the products under retention of  title. Should the Customer encumber or alienate the products before the right of ownership is  transferred to him, he accepts that the retention of title is consequently transferred to the debt-claim  for payment of the price and the profits resulting from its sale shall exclusively belong to ROAM  SILICON. The retention of title is also transferred to the debt-claim for compensation in case of  destruction, damage or loss of value of the products. Such revenue shall be regarded as special and  held separately by the Customer and may not be commingled with its other general or special  resources or assets.  

In case the goods are returned to ROAM SILICON under this retention of title, ROAM SILICON has the  right to offset any advances or partial payments received in respect of those products against outstanding claims of any kind (herein included, inter alia, a claim for all damages suffered for non compliance with the agreement). 

9.3. The Customer shall take appropriate insurance on the delivered products with a reputed insurance  company for damage, losses, depreciation, devastation and theft, and provide ROAM SILICON proof  hereof at first request. The Customer assigns his insurance claims from damage, losses, depreciation,  devastation and theft from the products to ROAM SILICON, ROAM SILICON hereby accepting such  assignment. 

9.4. Notwithstanding the retention of title, the risks are transferred to the Customer at the moment of delivery EXW (EXW ICC Incoterms® 2010 ) at ROAM SILICON’s designated warehouse in Belgium or  elsewhere.  

9.5. By the conclusion of this agreement, the Customer pledges all its present and future debt-claims and  balances against third parties, for whatever reason, in favour of ROAM SILICON as security for all its  obligations arising from its agreement(s) with ROAM SILICON. 

10. Waiver of right 

10.1. De Customer hereby expressly waives, upon the applicability of article 7 of these general terms and  conditions or any other complaint or alleged liability of ROAM SILICON:  

- The Articles 5.83, 4° in conjunction with Article 5.97, second paragraph of the Civil Code. This  means that the Customer cannot unilaterally (on mere notification thereof to ROAM SILICON)  proceed to apply a price reduction. Any claim for price reduction can only be accepted upon mutual consultation with and upon approval by ROAM SILICON.  

- The Articles 5.83, 5° in conjunction with the Articles 5.98 and 5.239 of the Civil Code. The Customer hereby waives the invocation of any (anticipatory) non-performance exception, including a  suspension of the payment obligation.  

- Article 5.90, second paragraph of the Civil Code. The Customer explicitly renounces the right to  anticipatively dissolve the contract in exceptional circumstances based on one of the commitments  of ROAM SILICON.  

11. Economic Balance 

11.1. All agreements together with the general terms and conditions of ROAM SILICON contain the full understanding and agreement of the parties. The Customer declares that he has been able to put all  questions deemed necessary to ROAM SILICON and that all information/explanations which could  reasonably be expected to be provided by ROAM SILICON to the Customer have been provided to him  in due time considering the capacity of the latter.  

11.2. The Customer has expressly agreed with the provisions of the general terms and conditions and has  decided to enter into the agreement in accordance with the provisions as set out herein, which are an  expression of the true will of the parties and the economic balance they wish to pursue.  

12. Suspension and dissolution of the agreement 

12.1. In case of non-payment on the due date, in case of default, for whatever reason, or in case of non fulfilment of even one contractual obligation of the Customer, ROAM SILICON reserves the right to: 

- Either unilaterally suspend the execution of all current orders upon prior notice of default to which  no or no useful effect was given within eight days and without this being able to give cause for the  Customer to claim damages, but without prejudice to the right of ROAM SILICON to claim damages. 

- Or to unilaterally dissolve the agreement without prior judicial authorisation and after prior notice  of default to which no or no useful effect was given within eight days, at the expense of the  Customer, without prejudice to the right of ROAM SILICON to claim damages. 

In case of dissolution at the expense of the Customer, the latter must fully reimburse the delivered  products as well as the part of the order in progress. In addition, the Customer will owe a fixed compensation of 35% of the agreed price regarding the remaining part of the order without  prejudice to the right for ROAM SILICON to recover its actual damages from the Customer. 

12.2. ROAM SILICON has every right to regard the agreement as dissolved at the expense of the Customer without prior notice of default and without judicial intervention, or to make the mutual claims payable  prematurely, in case of gross contractual default, bankruptcy, in case of seizure of part of the Customer or any other form of concurrence, manifest insolvency, liquidity problems, dissolution or modification  

of the form or content of the company, appointment of a trustee/director/mandate over the Customer as well as if a substantial amount of invoices is non-paid and/or payment remains outstanding for  more than 2 months. 

13. Force Majeure  

13.1. All circumstances that were reasonably unforeseeable at the time of submission of the offer or which  are inevitable, or which make the execution of the agreement impossible will be considered as cases  of force majeure. They give ROAM SILICON the right, without being obliged to do so, to unilaterally  and without judicial authorisation, revise the agreement, extend the duration or terminate the  agreement without compensation. If they force ROAM SILICON to interrupt the execution, the  execution period will be suspended by right for the duration of the interruption. 

13.2. In case ROAM SILICON is dependent, for the observance of its obligations, on for example the  deliveries by a third company, then these provisions are also applicable in case of force majeure or  coincidence by this third party, when the observance of the obligations of ROAM SILICON would be  delayed or prevented by this.  

13.3. As cases of force majeure are considered, among others: strikes, general or partial work stoppages,  lock-outs, accidents, breakage of materials, delays and errors by and/or bankruptcy of contractors or  other third parties on whose services/goods ROAM SILICON relies/accounts for, fire, difficulties  experienced by ROAM SILICON in the supply and manufacture of products, unavailability of raw  materials, transport difficulties, traffic jams, mechanical failures, weather conditions, war, terrorist  attacks, unforeseen governmental measures (including Covid-19), macroeconomic tax shifting and any measures or decisions of third parties or governments arising from a pandemic, governmental decision  or interventions (including the refusal or cancellation of a permit or licence), fuel shortages, electrical,  computing, internet or telecommunications failures, seizure, hacking, illness, staff shortages, .... The  foregoing enumeration is non-exhaustive and applies by way of example only.  

14. Disputes 

14.1. This agreement is governed by Belgian Law. 

14.2. In the event of a dispute, the Commercial Court of Antwerp, division Tongeren-Borgloon shall have  exclusive jurisdiction.