Article 1. Definitions
In these Terms and Conditions, the terms in the singular and plural shall be understood as follows:
“Agreement” means all rights and duties reciprocal between the Supplier and the Customer formalised and composed in accordance with Article 2 of these Terms and Conditions.
“Confidential Information” means any oral, written, graphic or machine-readable confidential or business-related information and data, including but not limited to proprietary, technical, development, marketing, sales, operating, performance, cost and prices, training material, know-how, methods, business strategies, business and process information, trade secrets, business plans, models, computer programming techniques, support actions, and all record-bearing media containing or disclosing such information and techniques, which are disclosed pursuant this Agreement.
“Customer” means any natural or legal persons pursuing an economic goal in a durable manner who is the end-consumer, with express exclusion of resellers or distributors.
“Employees” means all employees, directors, shareholders, independent (sub)contractors, affiliates, representatives, advisors, assignees, agents or successors of the Customer and/or the Supplier.
“Product” means any Will-Fill product offered by the Supplier.
“Services” means any after sales service with regards to the Products, including but not limited to maintenance, advice regarding the improvement of the machining process and repairs.
“Supplier” means DIERICKX-TOOLS BV, a private limited liability company, incorporated, organized and existing under the laws of Belgium, with registered office at 3111 Rotselaar, Aarschotsesteenweg 115 (Belgium), registered with the Crossroads Bank for Enterprises under enterprise number 0457.980.055 (LER Leuven).
“Terms and Conditions” means these Terms and Conditions of the Supplier.
“Quotation” means a form of quotation submitted by the Supplier to the Customer in which these Terms and Conditions are or are deemed to be incorporated.
Article 2. Validity and acceptance of the Terms and Conditions
2.1 The current Terms and Conditions apply to all Agreements relating to the sale of a Product between the Supplier and the Customer, except when special terms and conditions or agreements between the Supplier and the Customer explicitly stipulate otherwise.
2.2 These Terms and Conditions exclude the application of any general terms and conditions of the Customers and they always prevail over the Customer’s general terms and conditions, unless the Supplier explicitly accepted the full or partial applicability of the Customer’s conditions in writing.
Article 3. Formation and elements of the Agreement
3.1 The Customer can request a Quotation for the desired Product by filling out the configuration tool (on https://shop.will-fill.com/#/type). Subsequently, after receiving the request for Quotation, the Supplier shall provide the Customer with the Quotation including the transportation fee of a third party or from the Supplier if installation was requested. The Agreement shall be validly concluded by means of the written confirmation of the Quotation by the Customer.
3.2 The Agreement shall also be subject to the specific conditions that may be contained in the Supplier’s written order confirmation. The Agreement is governed by the following documents (in descending order of priority):
(1) The Supplier’s written order confirmation including the specific conditions therein;
(2) These Terms and Conditions.
3.3 Any amendment to the Agreement and/or these Terms and Conditions is only valid if explicitly agreed upon in writing by the Supplier.
3.4 If the Customer wishes to change an order, he/she/they shall immediately inform the Supplier thereof. It is only possible to change an order if accepted by the Supplier in writing. When the Supplier confirms the order can be changed, the Supplier will suspend the original order and the Customer shall implement the changes in the configuration tool on (https://shop.will-fill.com/#/type). The Customers acknowledges and accepts that changing the order can lead to an increase of the price. The adapted order will only become definitive after explicit written acceptance thereof by the Supplier.
Article 4. Price and payment
4.1 The Quotation provided by the Supplier does not include taxes and official duty fees, which are entirely at the expense of the Customer, even when introduced after the conclusion of the Agreement. Any possible transaction cost, such as for international bank transfers, shall, to the extent permitted by law, be borne by the Customer.
4.2 The Supplier has the right to unilaterally change the price due to an increase in costs, such as but not limited to increased prices of its suppliers. The price increase shall be communicated to the Customer who has the right to cancel the order within a period of seven (7) calendar days after receiving the communication about the price increase.
4.3 The Supplier is entitled to invoice by way of advance payment at any time. To that end, an advance of 70% of the total amount shall be invoiced upon conclusion of the Agreement and the remaining 30% shall be invoiced after delivery or installation of the Product(s).
4.4 All invoices are always payable within a period of 30 calendar days of the invoice date and such by bank transfer to the account of the Supplier , unless otherwise stipulated. In the event of non-payment on the due date, the Customer shall, by operation of law and without the need for prior notice of default, be liable to pay default interests at a rate of 10% per year from the due date until payment is made in full, as well as a fixed compensation of 10% of the invoice amount with a minimum of € 150,00. Any discounts granted by the Supplier will lapse in case of non-payment and will be charged to the Customer.
4.5 Any protest of the invoice must be well-founded and properly motivated. The Supplier must be informed about the protest in writing by registered letter, under penalty of forfeiture, within eight (8) working days after receipt of the invoice.
Article 5. Cancellation of an order
5.1 The cancellation of an order is only possible if the cancellation is explicitly accepted in written by the Supplier. In case of cancellation, the Customer accepts to pay the order fee and the transportation fee, notwithstanding the right of the Supplier to claim higher compensation for the damages it has suffered in its entirety following the cancellation.
5.2 If the Supplier believes the Customer entered into this Agreement with the purpose of reselling the Product or that the Customer has entered into the Agreement in bad faith, the Supplier reserves the right to cancel the order without any compensation being due and without any obligation to reimburse any sums already paid by the Customer, including the order fee and the transportation fee.
5.3 The Supplier reserves the right to cancel an order if a Product (or a feature or option of the Product) is discontinued after the order has been placed by the Customer. The order fee and transportation fee will be refunded within a period of thirty (30) calendar days.
Article 6. Delivery and installation.
6.1 The estimated delivery time of the ordered Products is given purely as an indication and does not bind the Supplier. A delay (e.g. a delay in the execution of the assembly of the Product, a delay in the internal planning of the Supplier), regardless of the reason, does not entitle the Customer to terminate the Agreement, claim any compensation from the Supplier or suspend any payment.
6.2 Under no circumstances will the order be delivered before the Customer has paid the Product in full in accordance with article 4 of the Terms and Conditions.
6.3 Compliance with the delivery time is subject to the due and timely delivery of (the parts of) the Products to Supplier by its own upstream suppliers. The Supplier cannot be held liable for any delay caused by these upstream suppliers.
6.4 If the Customer changes his/her/their order, in the sense of article 3.4 of these Terms and Conditions, the Customer accepts that it automatically results in a modification of the presumed delivery date.
6.5 If installation is included in the Agreement, the Customer must ensure that the Product can be delivered and installed by the Supplier in a normal manner at the agreed place and time and thus ensure the accessibility of the place of delivery. If the Supplier is unable to deliver and install the Product, the Customer is obliged to compensate the Supplier for all damage suffered by the Supplier, including waiting time, storage costs and costs for the preservation of the Product.
Article 7. Defects
7.1 The Customer is obliged to inspect the Product(s) within a period of seven (7) calendar days after receiving the Product. In the absence of a notification of a defect by the Customer within aforementioned period, the Product shall be deemed to have been irrevocably and fully accepted and the Customer acknowledges that the Product is free from any visible defect or non-conformity.
7.2 If the Customer, upon inspection, should discover a defect in the Product, he/she/they shall inform and provide the Supplier with proof of the defect within a period of five (5) calendar days after discovery of the defect. The Supplier has the right to, at its sole discretion, remedy the (uncontested) defect within a reasonable period of time or to accept the return of the Products and to reimburse the Customer.
7.3 In case of a return, the Customer has to send the Product to the Supplier within a period of seven (7) calendar days after approval of the return by the Supplier. The return of the Product will only be accepted if:
the warranty has not been voided according to article 12 of the Terms and Conditions;
the Product has not been the subject of any subsidy or other support measure;
the Product is in new condition, without any sign of damage or abnormal wear and tear, and is accompanied by all original equipment and any parts and accessories that came with the Product; and
the Product has not been resold or transferred to any person or entity.
If the Customer is unable to return the Product by aforementioned period after making good faith efforts, the Supplier may evaluate on a case-by-case basis if the return period may be prolonged because of extenuating circumstances.
7.4 Unless the Customer proves that the defect was known by the Supplier at the time of delivery, the Customer shall, in event of a return, always be held to pay: 1] the costs related to the installation of the Product or related to Services delivered by the Supplier, which shall under no circumstances be refunded or credited and 2] a compensation of 5% of the invoice amount charged to cover the costs associated to the return. In case of reimbursement to the Customer, this amount will be deducted from the amount to be reimbursed.
7.5 To return the Product, the Customer must ship it at own expenses to 3111 Wezemaal, Aarschotsesteenweg 115, Belgium or another location if expressly agreed upon in writing by the Supplier.
7.6 Once an order has been returned, the return cannot be undone. The Customer is prohibited from ordering the same composition for a period of twelve (12) months. Such orders will not be accepted by the Supplier. The Customer may only purchase another Product in a different composition. If the Supplier established that the Customer has abused this policy or has acted in bad faith, the Customer will be prohibited from purchasing any Product for a period of twelve (12) months.
7.7 The Customer remains responsible for any fee or charge that was owed while the Product was in the Customer’s possession, such as unpaid tickets and citations or applicable property taxes, regardless of whether this fee or charge is charged before or after the return. If applicable, the Customer may also be responsible for additional fees or charges required by its lessor or lender in order to reverse the transaction.
7.8 If the Customer returns the Product he/she/they undertakes to transfer the full legal and equitable title and interest in the Product.
7.9 It is not possible to exchange the Product for another Product with a different composition. The Customer will have to place a new order by filling out the configuration tool in accordance with article 3 of these Terms and Conditions.
Article 8. Obligations of the Customer
8.1 The Customer is responsible for the proper operation of the Product and for receiving and maintaining detailed and accurate records of the Product’s maintenance, including but not limited to the action that was taken, on which date it was taken, the reason for carrying out such action and any additional information. The Customer must follow the specific instructions and recommendations regarding the use and operation of the Product provided in the documentation accompanying the Product, including but not limited to:
- Installing software updates after receiving a notification of an available update;
- Complying with any recall advisories;
- Complying with all requests of the Supplier to perform any corrective measure;
- Maintaining the Product in the proper manner;
- Making all necessary repairs;
- Making the Product available and accessible to the Supplier for any adjustment to the Product and/or the software incorporated in the Product.
8.2 The Supplier strongly recommends the Customer to perform Services at one of their service centres or a facility authorized by the Supplier. The Customer acknowledges that improperly performed Services by a facility that has not been authorized by the Supplier, might lead to voiding of the warranty because of the lack of special training, tools and supplies of the unauthorized facility.
Article 9. Retention of title and transfer of risk
9.1 The delivered Products remain the property of the Supplier until full payment of the principal amount, interest and associated costs that are due under the Agreement. Nevertheless, the risk of loss or destruction of the sold Product shall be transferred to the Customer as from the time the sold Product is delivered to him/her/they.
9.2 As long as the full legal and equitable title to the Product has not been effectively passed to the Customer, the Customer:
- has a duty of care concerning the Product and must store it in perfect condition in a suitable and clean place;
- may not sell, pledge or assign the Product as security without the Supplier’s prior explicit written consent;
- shall not remove any markings / labels of the Supplier to ensure that the Product is easily identifiable and explicitly marked as being the property of the Supplier;
- shall immediately inform the Supplier in writing should the Product be subject or affected by a seizure, attachment or any other injunctive relief or similar actions taken by a third party.
9.3 If the Supplier has explicitly agreed to perform Services, such as shipping, (un)loading, packaging, installation, etc. the risk of loss or destruction during the performance of these Services will be borne by the Customer. The Customer can at its own cost take out proper insurance to cover this risk of loss or destruction.
Article 10. Intellectual property rights
10.1 The Customer expressly acknowledges that the Supplier is and remains the sole owner of all intellectual property rights, including but not limited to the trademarks, copyrights and trade names, in or relating to the Products, the software embedded in the Products and/or Services of the Supplier.
10.2 The Customer undertakes to refrain from (helping third parties) using, reproducing, making available or otherwise infringing or damaging (the value of) the Supplier’s intellectual property rights. It is strictly prohibited to copy, reproduce, adapt, alter, modify, reverse engineer (unless required by law with a view to interoperability), disassemble or decompile any Product of the Supplier.
Article 11. Confidentiality
11.1 The Customer shall not distribute, disclose, utilize or disseminate in any way or form, directly or indirectly, any Confidential Information of the Supplier obtained under this Agreement without prior written consent of the Supplier, except to its own employees who have a reasonable need to know said Confidential Information. The Customer shall take all reasonable measures to maintain the confidential nature of the Confidential Information at all times. The Customer takes full responsibility for the actions of its Employees in the event of a breach or violation of this obligation.
11.2 The Confidential Information of the Supplier can solely be used strictly in accordance with the purpose of this Agreement. The Customer is prohibited to use the Confidential Information of the Supplier for its own purposes without prior written consent of the Supplier.
Article 12. Warranty
12.1 The Supplier grants A LIMITED WARRANTY OF 2 YEARS on its Products, counting from the date of delivery of the Product to the Customer, sold in the United States of America, the District of Columbia, Canada, the members states of the European Economic Area, all countries of South Amerika, Japan, Australia and Singapore. With respect to the sensor technology and chipset in certain Products the following specific conditions are applicable:
- SD models – 2 years or 4000 measurement cycles, whichever comes first;
- MD models – 2 years or 8000 measurement cycles, whichever comes first.
Additionally the Supplier grants A LIMITED WARRANTY OF 6 MONTHS on its Services, counting from the date of delivery of the Product to the Customer, sold in aforementioned countries. After expiry of this period, the Services shall be governed by a service agreement or shall be charged per intervention.
Travel and transport expenses, limited to the transport from and to the Customer, related to the execution of the Services will fall under the scope of the 6 months warranty of the Services. After expiry of this period, travel and transport expenses related to the execution of the Services will be charged to the Customer, whether or not according to a service agreement.
12.2 The Supplier shall only repair or replace Products or workmanship of any parts manufactured or supplied by the Supplier under warranty if the defect occurs under normal use of the Product.
12.3 If the Customer wishes to seek reparation or replacement of their Product under warranty, the Customer is responsible for the costs of transportation of the Products to the Supplier.
12.4 IMPLIED AND EXPRESS WARRANTIES AND CONDITIONS ARISING UNDER APPLICABLE LAWS, IF ANY, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY OR THOSE ARISING BY A COURSE OF DEALING OR USAGE OF TRADE, ARE DISCLAIMED TO THE FULLEST EXTENT ALLOWABLE BY LAW OR THE DURATION OF SAID WARRANTY OR CONDITION IS LIMITED TO THE WARRANTY GRANTED BY THE SUPPLIER.
12.5 The performance of necessary repairs and replacements by the Supplier is the exclusive remedy. Any other remedy is excluded to the fullest extent allowable by law. The decision to repair or replace a part or to use a new, reconditioned or remanufactured part will be made by the Supplier at its sole discretion.
12.6 Parts that are repaired or replaced under this warranty are covered for the initial duration of the warranty under article 12.1 of these Terms and Conditions, unless provided otherwise by applicable law.
12.7 THE WARRANTY DOES NOT COVER ANY DAMAGE OR MALFUNCTION OF THE PRODUCT DIRECTLY OR INDIRECTLY CAUSED BY, DUE TO OR RESULTING FROM NORMAL WEAR OR DETERIORATION, ABUSE, MISUSE, NEGLIGENCE, ACCIDENT, IMPROPER MAINTENANCE, OPERATION, STORAGE OR TRANSPORT, INCLUDING BUT NOT LIMITED TO ANY OF THE FOLLOWING:
- FAILURE TO COMPLY WITH ARTICLE 8.1 OF THIS TERMS AND CONDITIONS;
- IMPROPER SERVICES PERFORMED BY PERSONS OR FACILITIES OTHER THAN SERVICE CENTRES OF THE SUPPLIER OR FACILITIES AUTHORIZED BY THE SUPPLIER, INCLUDING THE INSTALLATION OR USE OF FLUIDS, PARTS OR ACCESSORIES OTHER THAN THOSE SPECIFIED IN THE MAINTENANCE DOCUMENTATION ACCOMPANYING THE PRODUCT;
- FAILURE TO HAVE SERVICES, UPON DISCOVERY OF A DEFECT IN THE PRODUCT, THAT ARE RECOMMENDED BY THE SUPPLIER OR A FACILITY AUTHORIZED BY THE SUPPLIER;
- FAILURE TO (HAVE) PERFORM(ED) PERIODIC CHECK-UPS OF THE SENSORS INCLUDING REGULAR AND CORRECT CLEANING OF SENSORS AND FILTERS AS DESCRIBED IN THE MAINTENANCE DOCUMENTATION;
- ANY DAMAGE TO THE PRODUCT’S HARDWARE OR SOFTWARE, THIRD PARTY APPLICATIONS, VIRUSES, BUGS, MALWARE, OR ANY OTHER FORM OF INTERFERENCE OR CYBER-ATTACK;
- THEFT, VANDALISM, RIOT, FIRE, EXPLOSION, EARTHQUAKE, WINDSTORM, LIGHTNING, HAIL, FLOOD;
- THE ELECTRICAL OVERLOAD OF THE PRODUCT.
12.8 PH PROBES ARE EXPRESSLY EXCLUDED FROM THIS WARRANTY.
12.9 THE SUPPLIER SHALL ONLY BE LIABLE FOR HIDDEN DEFECTS WHICH MAKE THE GOODS UNSUITABLE FOR THE USE FOR WHICH THEY ARE INTENDED, INSOFAR AS THE GOODS HAVE NOT BEEN PROCESSED IN THE MEANTIME AND INSOFAR AS THE SUPPLIER KNEW OR SHOULD HAVE KNOWN OF THE DEFECTS.
12.10 THE SUPPLIER’S LIABILITY FOR HIDDEN DEFECTS IN THE DELIVERED PRODUCTS AS DETERMINED IN ARTICLE 12.9 IS LIMITED TO DEFECTS WHICH ARE NOTIFIED TO THE SUPLLIER BY REGISTRED LETTER AND E-MAIL WITHIN 14 CALENDAR DAYS AFTER THE DISCOVERY OF THE DEFECT BY THE CUSTOMER OR AFTER THE TIME AT WHICH THE CUSTOMER REASONABLY COULD HAVE DISCOVERED THE DEFECT.
12.11 Any notification of a hidden defect must contain a detailed description of the defect. Complaints for hidden defects do not suspend the payment obligation of the Customer.
12.12 The Customer must keep the Product available in the same condition for an inspection by the Supplier.
Article 13. Liability
13.1 EXCEPT IN THE EVENT OF FRAUD OR WILFUL MISCONDUCT, THE SUPPLIER SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING (BUT NOT LIMITED TO) LOSS OF PROFITS, LOSS OF USE, LOSS OF INCOME, PRODUCTION RESTRICTIONS, ADMINISTRATIVE OR PERSONNEL COSTS, ATTORNEY FEES AN INCREASE IN GENERAL COSTS, LOSS OF CUSTOMERS OR CLAIMS FROM THIRD PARTIES.
13.2 INSOFAR AS THE SUPPLIER DEPENDS ON THE COOPERATION, SERVICES AND DELIVERIES OF THIRD PARTIES IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THE AGREEMENT, THE SUPPLIER SHALL NOT BE LIABLE FOR ANY DAMAGE ARISING FROM THEIR FAULT, INCLUDING THEIR GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
13.3 IF THE PRODUCT DELIVERED BY THE SUPPLIER SHOWS DEFECTS, THE CUSTOMER CAN ONLY CLAIM A REPAIR OR REPLACEMENT OF THE DELIVERED PRODUCT. THE CUSTOMER IS NOT ENTITLED TO CLAIM ANY OTHER FORM OF COMPENSATION.
13.4 THE CONTRACTUAL AND EXTRA-CONTRACTUAL LIABILITY OF THE SUPPLIER IS AT ALL TIMES LIMITED TO THE INVOICE AMOUNT.
13.5 THE SUPPLIER’S LIABILITY FOR DEATH OR PERSONAL INJURY BASED ON THE APPLICABLE PRODUCT LIABILITY LAWS (IN BELGIUM: THE ACT OF 25 FEBRUARY 1991 ON PRODUCT LIABILITY) REMAINS UNAFFECTED BY THE ABOVE. SUPPLIER SHALL HOWEVER IN NO EVENT BE LIABLE FOR DAMAGE CAUSED BY A DEFECT IN THE DELIVERED PRODUCT IF THAT DAMAGE IS NOT ONLY CAUSED BY THAT DEFECT, BUT ALSO BY A FAULT OR NEGLIGENCE OF THE CUSTOMER, ANY PERSON FOR WHOM THE CUSTOMER IS RESPONSIBLE OR ANY THIRD PARTY.
Article 14. Data protection
14.1 In the context of the performance of the Agreement, the Supplier will collect and process personal data of the agents, representatives, employees and subcontractors of the Customer. The Supplier undertakes to respect the applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 and the national implementing legislation, and to ensure compliance with such legislation by its Employees.
14.2 The Supplier may collect the following personal data: name, surname, address, telephone and/or cell phone number, bank account number and email address. The Supplier hereby acts as a data controller and will process the data for the purposes of customer management, accounting/finance, invoice (dispute) management and direct marketing. For electronic direct marketing communications prior opt-in will first be sought.
14.3 The Supplier shall process these data on the ground of balanced justified interests of both the Supplier and the Customer. After all, both parties have an essential interest in the conclusion and execution of the Agreement. The personal data of the data subjects that are processed in this context are limited to the business data of the data subject as provided by the Customer. The impact on the privacy and personal life of the person involved will thus be limited and no vital interest of the data subject will be harmed.
The processing of the above personal data for purposes of internal accounting and customer management shall be based on the legitimate interest of the Supplier. The Supplier has an interest in proper accounting and customer management for its internal operations and the continuity of its business. The impact of this processing of business personal data of the data subject remains extremely limited for the latter and no vital interest will be harmed.
Some personal data shall be processed by the Supplier based on a legal obligation, such as obligations in the framework of tax declaration and control, fight against fraud and suchlike.
Finally, the Supplier shall process personal data for direct marketing based on the informed consent of the data subject.
14.4 Data may be communicated by the Supplier to its own subcontractors/processors, affiliates, external law firms and/or governmental authorities for the purposes listed above. Personal data will not be transferred to countries outside the European Economic Area.
14.5 The Supplier takes all reasonable measures (such as the use of proper virus-scan software, 2-factor authentication, secure data storage etc.) to guarantee the confidentiality of the personal data communicated by the Customer.
14.6 The Supplier shall provide the data subjects with a right to access the personal data concerning them and, if applicable, a right to demand correction or deletion of (erroneous) data, or a right to restriction of processing or to data portability, but only insofar as the legal criteria to exercise such rights are fulfilled and if proof of identity is provided. Any individual also has the right, free of charge and upon request, to oppose any use of his/her/their data for direct marketing purposes.
14.7 If data subjects have any questions or complaints about the exercise of their rights and/or the processing of their personal data, they can always obtain further information by sending an e-mail to firstname.lastname@example.org. They also have the right to lodge a complaint with the supervisory authority, in Belgium this is the Data Protection Authority (https://www.dataprotectionauthority.be).
Article 15. Non-solicitation
The Customer undertakes during the term of the Agreement and for a period of two years thereafter, neither directly nor indirectly, to:
- make any attempt to induce any staff member, director or any other appointee of the Supplier to terminate their association with the Supplier;
- approach staff members, directors or persons with whom the Supplier has concluded a consultancy or similar agreement in order to employ them or have them employed by third parties through their mediation;
- to make any attempt to induce a supplier and/or customer to terminate a business relationship with the Supplier or to change the terms thereof in a manner disadvantageous to the other Party.
Article 16. Invalidity
These Terms and Conditions shall always be interpreted in a manner that does not affect their validity or enforceability under the applicable law. In the event that one or more provisions are declared invalid, illegal or unenforceable, in whole or in part, this shall not affect the validity and enforceability of the remainder of that provision or of these Terms and Conditions. Moreover, in such an event, the Supplier and the Customer shall amend the invalid, illegal or unenforceable provision or any part thereof and/or agree on a new provision, in such a way as to reflect as closely as possible the purpose of the invalid, illegal or unenforceable provision.
Article 17. Applicable law and jurisdiction
17.1 All offers, invoices and Agreements to which these Terms and Conditions apply, shall be governed by Belgian law, without regard to the conflict of laws principles of Belgium or of any other jurisdiction or to the United Nations Convention on Contracts for the International Sale of Goods (‘CISG’) of 11 April 1980.
17.2 All disputes arising therefrom shall be subject to the exclusive jurisdiction of the courts of the judicial district of Antwerp, division Antwerp.