1. Applicability

1.1. These general terms and conditions apply to all current and future contracts for the delivery of goods and services
by [Supplier] to Korachem NV. Deviations from these terms and conditions are valid only if agreed in writing. The
supplier's general terms and conditions are expressly rejected, unless otherwise agreed in writing. These general terms
and conditions of purchase are without prejudice to any special or specific contractual terms and conditions agreed
between the supplier and Korachem NV. Delivery or performance proves this acceptance without reservation.
1.2. In case of contradictions the following take precedence respectively: the order, these terms and conditions of
purchase, the quotation request and the quotation.

2. Quotations
The quotation binds only the supplier. It must be final, precise and complete and must comprise everything required for
the complete and turnkey delivery of the goods, services or works offered.

3. Orders
3.1. Orders must be placed in writing via a signed letter, email or PDF. Oral orders are valid only if confirmed in writing
by Korachem NV. Each order must clearly state the specifications, price, delivery time, and delivery instructions.
3.2. If the supplier wishes to make changes regarding the size and/or scope of the agreed order, the changes must be
discussed in advance with Korachem NV and their performance is only permitted if confirmed in advance in writing by
Korachem NV.
If Korachem NV wishes to make changes to the size and/or scope of the agreed order and these (may) affect the price
and term of performance, the supplier must notify the possible changes in terms of price and term of performance to
Korachem NV in writing within 10 working days of notification of the changes by Korachem NV, failing which the supplier
shall be bound to the initially agreed price and completion time.

4. Delivery
4.1. The terms of delivery and performance specified in the order are binding and essential for the performance of the
contract. The supplier must immediately inform Korachem NV if the term of performance is likely to be jeopardised, with
specification of the reasons for the delay and an expected new delivery date. Deviations are only possible with Korachem
NV's prior written agreement.
4.2. If these terms are exceeded, Korachem NV shall have the option to either demand performance of the contract or
declare it immediately dissolved by operation of law.
In either case, Korachem NV shall be entitled to fixed agreed damages of 1% of the total contract price per started week
of delay, with a maximum of 10%, without prejudice to its right to claim compensation for all proven damages instead.
4.3. However, the aforementioned damages do not apply if the supplier proves that they were unable due to
circumstances beyond their control to respect the agreed terms and if immediately after finding out about the existence
of these circumstances beyond their control they notified Korachem NV of this in writing.
In this case, the terms - after mutual agreement - shall be extended by an appropriate time.
4.4. Deliveries must be made in accordance with Korachem NV's delivery instructions. In the absence of specific
instructions, goods are delivered according to DDP conditions (Delivered Duty Paid, Incoterms 2010) to the address
provided by Korachem NV.
4.5. The supplier is responsible for all risks and costs until actual delivery. The transfer of risk occurs at the time of
delivery.
4.6. The Supplier shall ensure that the goods are properly packaged and secured in such a way that they arrive at their
destination undamaged and in good condition.

5. Ownership and risk
Ownership of, and risk for, the goods shall remain with the supplier until the goods have been delivered to the agreed
destination and approved by Korachem NV.

6. Approval of goods
General terms and condi􀆟ons of purchase Korachem N.V.
6.1. The goods must be guaranteed against visible or hidden defects. Acceptance is always subject to reservation. Mere
delivery cannot be considered acceptance.
6.2. The inspection or testing of goods, both before or after delivery and the signing of a delivery note or any other
document acknowledging the physical receipt of goods, is not considered approval of the goods. Nor shall it be deemed
a waiver of any right of Korachem NV to cancel or return defective goods if they do not conform to the contract, purchase
order or agreed specifications.
6.3. Korachem NV shall check the delivered goods as soon as possible after taking delivery and report any visible
defects to the supplier at the latest within 15 days from this date. Goods that do not meet the agreed specifications may
be refused by Korachem NV.

7. Performance of services
The supplier shall perform the agreed services in accordance with the specifications and requirements of the order.
Services need to be performed by qualified personnel and completed within the agreed terms. Any deviations must be
approved in advance in writing by Korachem NV. The supplier shall at all times be able to provide proof of payment of
social security contributions and registration in the list of workers employed.

8. Prices and Payment
8.1. The agreed prices are fixed, non-revisable, and inclusive of all costs except VAT. Korachem NV shall pay invoices
within 45 days of receipt of a correct invoice, provided the delivery or service was performed and accepted in accordance
with the contract.
8.2. Invoices shall always be sent to the following email address: financesupport@korachem.com. Invoices sent to
another email address shall be considered as not having been received.

9. Quality and warranty
9.1. Guarantee of quality:
The supplier explicitly guarantees that all goods and/or services delivered (hereinafter collectively referred to as
"products") are free from visible and hidden defects and fully comply with the specifications as specified on delivered
SDS documents, by the supplier to Korachem NV, standards, drawings, descriptions and other requirements as agreed
in the order or contract (hereinafter "specifications”). Products must be free from defects in design, material and
workmanship.
The supplier has a duty to find out about the use Korachem NV intends to make of the products and guarantees that
the products are suitable for the intended use and purpose as specified or reasonably expected by Korachem NV.
9.2. Warranty period:
The warranty period is a minimum of 12 months from the date of acceptance by Korachem NV, unless otherwise agreed
in writing. For products repaired or replaced during the warranty period, a new 12-month warranty period shall start for
the repaired or replaced products from the date of repair or replacement.
9.3. Call for warranty:
If Korachem NV detects any defect in the products during the warranty period, Korachem NV shall notify the supplier in
writing. The supplier is obliged to respond immediately, but at the latest within five working days, and proceed to remedy
the defect.
At Korachem NV's request, the supplier must, at its own cost and risk, replace or repair the defective products, or if
Korachem NV so desires, provide a full refund for the products in question.
9.4. Cost of warranty:
All costs associated with the repair, replacement or refund of the defective products, including but not limited to labour
costs, material costs, transport costs, installation costs and any other related costs, shall be borne entirely by the
supplier.
9.5. Research and returns:
Korachem NV has the right to inspect the products or have them inspected at any time during production, delivery or
after receipt. If products are found to be defective or non-conforming upon inspection, Korachem NV shall return these
products to the supplier at the supplier's expense. The supplier must take back the defective products within 10 working
days of receipt and provide Korachem NV with new or repaired products, or as otherwise agreed, refund the
corresponding costs.
General terms and condi􀆟ons of purchase Korachem N.V.
9.6. Excluded from warranty:
This warranty does not apply to defects caused by normal wear and tear, improper use, or modifications not approved
by the supplier.
9.7. Suspension of payments:
In case of product defects, Korachem NV may suspend payments until the defects are satisfactorily remedied.
9.8. Serious defect
However, in the event of a serious defect, Korachem NV may also, at its discretion, demand a price adjustment, or
determine that the contract is terminated by operation of law, without prior notice of default.
9.9. Additional obligations:
In addition to the above warranty conditions, the supplier shall indemnify Korachem NV against all third party product
liability claims arising from defects in the products, and the supplier shall be liable for all damages and costs caused by
the defect, including but not limited to legal fees and damages.

10. Force majeure
In case of force majeure, the obligations of both parties are suspended for the duration of the force majeure situation. If
the force majeure situation lasts longer than one month, both parties have the right to terminate the contract in writing
without any damages being due.
11. Insurance
11.1. The supplier is required to take out and maintain adequate insurance for all risks arising from the performance of
the contract, including liability for damage to goods and services.
11.2. Supplier's insurance and liability
The Supplier is obliged to insure its liability under the law and/or the contract with Korachem NV, as well as all insurable
risks in its business operations (such as general liability, product liability). The Supplier shall take out insurance coverage
of at least EUR 2.5 million per claim.
11.3. At all times, Korachem NV reserves the right to verify the Supplier's compliance with these obligations.
11.4. The supplier's liability shall not be limited by its insurance obligation, nor by the scope of coverage of such
insurance.

12. Liability and indemnity
The supplier shall be liable for all direct and indirect damages caused by defects in the goods or services delivered and
shall indemnify Korachem NV against all third party claims resulting from such defects.

13. Confidentiality
All information provided by Korachem NV, including but not limited to technical, commercial, and financial data, must be
kept confidential by the supplier and may only be used for the performance of the contract. This obligation remains in
effect even after termination of the contract.

14. Termination
Korachem NV has the right to terminate the contract in writing with immediate effect if the supplier fails to meet its
contractual obligations in the event of bankruptcy or suspension of payments of the supplier, or if the management of
the supplier changes substantially.

15. Nullity
15.1. The nullity of one or more clauses of the contract does not entail the nullity of the remainder of the contract.
15.2. The parties undertake to replace the void clause(s) with a legally valid clause or clauses which will correspond to
the original intention of the parties and the spirit of the contract, or come as close as possible to it.

16. Data Protection
General terms and condi􀆟ons of purchase Korachem N.V.
If Korachem NV processes personal data, this shall be done in accordance with the privacy statement, a copy of which
can be obtained upon simple written request and in accordance with the GDPR and applicable data protection laws.

17. Applicable law
17.1. This contract is governed by Belgian law. The Vienna Sales Convention of 11 April 1980 does not apply to the
present contract.
17.2. All disputes arising from or relating to this contract shall be submitted to the exclusive jurisdiction of the courts of
the district of Antwerp.