Article 1 – PREAMBLE AND Scope Of Application

• These General Terms and Conditions of Asia Pacific International Ltd, hereinafter the “General Terms and Conditions”, are applicable to all, offers, quotations, deliveries and invoices of Motema.be, hereinafter “MOTEMA”, to all orders from any third party, hereinafter the “Buyer”, and to all verbal or written agreements between MOTEMA and the Buyer, to all services rendered by MOTEMA, as well as to every request to this end, regardless of whether an agreement has been concluded between MOTEMA and the Buyer.
• By placing an order or making an offer to MOTEMA, the Buyer explicitly acknowledges these General terms and conditions, even if the Buyer made the order or offer subject to different terms and conditions (unless explicitly agreed upon in writing by MOTEMA).
• These General Terms and Conditions exclude the general terms and conditions or any other document of/used by the Buyer. The Buyer can only invoke deviating and / or additional stipulations if and insofar as these have been accepted in writing by MOTEMA. Such additional or deviating stipulations do not affect the applicability of the remaining provisions of these General Terms and Conditions and apply exclusively to the agreement for which this has been expressly agreed in writing.
• By accepting these General Terms and Conditions, the Buyer also accepts that these General Terms and Conditions will apply to all future agreements between MOTEMA and the Buyer.
• Any samples and document other than the present General Terms and Conditions, in particular catalogues, advertisements, notices, information, drawings, descriptive matter, issued by MOTEMA and any descriptions of the products and illustrations shall not form part of the contract or have any contractual force unless otherwise agreed in writing by MOTEMA. They only have informative and indicative value.
• MOTEMA reserves the right to modify the present General Terms and Conditions, which will then be applicable as soon as they are published for all new orders.

ARTICLE 2 – ORDERS And Specifications

2.1. Terms and conditions of the order

• No order submitted by the Buyer shall be deemed accepted by MOTEMA unless and until confirmed in writing by MOTEMA or MOTEMA’s representative within 30 days after submittal or without such confirmation, at the moment MOTEMA starts to fulfil Buyer’s order.
• MOTEMA may refuse an order in whole or in part and cannot be held liable for any direct or indirect damage related to this refusal. MOTEMA reserves the right to refuse any order from the Buyer if (i) there is a dispute relating to a previous order, in particular when the Buyer has not respected one of the provisions of these General Terms and Conditions and if (ii) the Buyer does not meet the required solvency requirements; MOTEMA has full discretion to assess this condition, without being able to be criticized for it.
• The orders are subject to availability of stock and material.
• The benefit of the order is personal to the Buyer and cannot be transferred without MOTEMA’s agreement.

2.2. Modification or cancellation of the order

• Any modification or cancellation of an order requested by the Buyer can only be taken into consideration if it is received in writing by MOTEMA, and for the avoidance of doubt, MOTEMA is under no obligation to accept such change request. If MOTEMA does not accept the modification or cancellation of the order, no deposit paid will be refunded. In the event that changes to an order are agreed to by MOTEMA, such changes will be subject to charges for all costs occasioned by such change(s), and MOTEMA will be under no obligation to implement said changes unless and until the Buyer agrees to pay such additional costs in writing.
• In the event of modification of the order by the Buyer, MOTEMA will be released from the deadlines agreed for its execution.
• Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document of information issued by MOTEMA shall be subject to correction without any liability on the part on the part of MOTEMA.
• MOTEMA reserves the right to subcontract any order or part of any order without giving notice to the Buyer.
• MOTEMA reserves the right to make any changes to the order for the products which are required to conform with any applicable safety or other statutory requirements.

Article 3 – PRODUCTS

3.1. Description and purpose

• Any description given or applied to the products is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
• Any advice, recommendation or representation given by MOTEMA or its employees or agents, to the Buyer or its employees or agents, as to the storage, application or use of the products or otherwise is followed or acted upon entirely at the Buyer’s own risk and accordingly, MOTEMA shall not be liable for any such advice, recommendation or representation.
• The Buyer has to ensure the conformity of the products ordered with regard to its expectations and needs as well as the conformity of the premises which are to accommodate the said products. Therefore, MOTEMA shall not be liable if such products are not adequate for the purpose intended by the Buyer. If the products are component part or parts, MOTEMA shall not be liable if such component parts are not suitable for use with other parts purchased by the Buyer or if such parts do not together perform in the manner required by the Buyer.

3.2. Availability of the products

• The products are sold within the limits of available stocks. In the event of the unavailability of a product ordered, the Buyer will be informed as soon as possible by MOTEMA that may choose either to delay the delivery date of this product with Buyer’s agreement, or to cancel the order of this product. Cancellation of an order for a product due to unavailability can under no circumstances allow the Buyer to cancel the order in its entirety if it concerns other products. Moreover, in the event of temporary or permanent unavailability of a product, which may or may not result in the cancellation of the order, the Buyer may not claim any compensation or penalty of any kind, except in the event of proven serious misconduct on the part of MOTEMA.

ARTICLE 4 – Prices

• Unless expressly agreed otherwise in writing, all prices are exclusive of VAT, taxes, excise duties, incidental costs (packaging, shipping, insurance, …) and other government levies, which the Buyer shall be additionally liable to pay to MOTEMA, unless otherwise quoted.
• Any taxation, fees, public levy or other service to be paid in application of the Belgian regulations or those of an importing, exporting or transit country shall be borne by the Buyer.
• The price of the products shall be MOTEMA’s quoted price or, where no price has been quoted, the price listed in MOTEMA’s published price list at the rate that is in effect on the day of the order.
• MOTEMA reserves the right, by giving notice to the Buyer, at any time before delivery, to increase the price of the products to reflect any increase in the cost to MOTEMA which is due to any factor beyond the control of MOTEMA (such as foreign exchange fluctuation, currency regulation, alteration of duties, increase of more than 15% in the costs of materials or other costs of manufacture, transport costs) or any change in delivery dates. Except as otherwise stated under the terms of any quotation or in any price list of MOTEMA, and unless otherwise agreed in writing between the Buyer and MOTEMA, all prices are given by MOTEMA on an ex works basis, and where MOTEMA agrees to deliver the products otherwise than at the Buyer’s premises, the Buyer shall be liable to pay MOTEMA’s charges for transport, packaging and insurance.

Article 5 – Payment

5.1. Terms and conditions

• Unless otherwise stipulated the Buyer has a period of 30 (thirty) days from the date of issue of the invoice to pay the order.
• Invoices are paid by the Buyer by transfer to MOTEMA’s account.
• MOTEMA is entitled to request advance payment at all times, in which case the Buyer is required to comply with this request.
• Any deterioration in the Buyer’s credit may justify the requirement of warrantees before the execution of the orders received. This will be the case in particular if a modification, or if a transfer, rental, pledge or contribution of its goodwill has an adverse effect on the Buyer’s credit.
• MOTEMA is authorized, at all times, to issue separate invoices for each partial delivery.
• The set-off of any receivables, claims or titles of the Buyer against receivables, claims or titles of MOTEMA deriving from deliveries or services to the Buyer is excluded, unless the receivables, claims or titles of the Buyer are undisputed or have been declared finally legally binding by a court.

5.2. Delay or default in payment

• In the event of late payment, MOTEMA may suspend all current orders, without prejudice to any other course of action.
• In the event the Buyer does not fulfil its payment obligations, or does not fulfil these promptly or fulfils these only partially, it will result in (i) the immediate payment of all outstanding sums, (ii)  the automatic application, without further demand or notice of default, of administration fee costs of 50 euros and interests of 12% per year on the amount owed by the Buyer, calculated from the invoice date, with part of a month counting as a whole month and (iii) the suspension of all pending orders and deliveries, whatever the level of progress, until full payment of the sums due, including late payment interest and possible costs without prejudice to fair compensation and the right of MOTEMA, at its choice, to terminate the contract without any obligation to pay damages to the Buyer.
• All judicial and extrajudicial costs, including the fees of public officers, incurred by MOTEMA in order to collect the amounts owed by the Buyer will be borne to the Buyer.
• In addition, MOTEMA is entitled to require damages from the Buyer in the event that the Buyer does not fulfil its obligations under the agreement or any other agreement, or does not fulfil such obligations completely, properly or promptly.
• Each payment by the Buyer will be deemed in the first instance to be payment of any interest owed and / or costs, and after full satisfaction of such, payment will be deemed to be payment of the oldest invoice still outstanding, regardless of whether something else is stated with the payment.

Article 6 – Delivery

6.1. Terms and conditions

• Delivery is made in accordance with the incoterm concluded at the time of the order either by direct delivery to the Buyer, or by simple notice of disposal, or by delivery to a shipper or carrier on MOTEMA’s premises. The Buyer may choose to take charge of the delivery of the products ordered, by itself or by any carrier of its choice, in which case Buyer takes full and entire responsibility from the factory or MOTEMA’s premises.

6.2. Transport costs

• If the Buyer uses MOTEMA’s delivery service, the Buyer will be invoiced for the transport costs of the ordered products mentioned on the order confirmation. These costs must be paid at the same time as the price of the products, according to the terms and conditions set out on the order. If the Buyer asks for the products to be delivered otherwise than at the Buyer’s premises, the Buyer shall be liable to pay MOTEMA’s charges for additional transport, packaging and insurance.

6.2. Export terms

• Where the products are supplied for export from the Belgium, the provision 31 to 38 shall (subject to any special terms agreed in writing between the Buyer and MOTEMA) apply notwithstanding any other provision of these General Terms and Conditions.
• The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the products into the country of destination and for the payment of any taxes and duties thereon.
• Unless otherwise agreed in writing between the Buyer and MOTEMA, the products shall be delivered incoterms FCA (indication of the place) Incoterms (therefore not including containerization, loading, transport, delivery, unloading, insurance).
• The Buyer shall be responsible for arranging inspection of the products at MOTEMA premises if required before shipment. MOTEMA shall have no liability for any claim in respect of any defect in the products which would have been apparent on inspection and/or which is detected and/or made after shipment, or in respect of any damage occasioned during transit.
• If delivery is other than FCA, then MOTEMA shall not accept any claims for damage, unless notice in writing reaches MOTEMA within 24 hours of arrival or anticipated arrival of consignment at port of destination and no responsibility will be accepted by the company for any failure or delay on the part of the Buyer to make a claim on insurance where applicable.
• If delivery is other than FCA, then MOTEMA shall not accept any claims for shortage, mis-delivery or loss in transit unless notice in writing reaches MOTEMA within 5 days of arrival or anticipated arrival of consignment at port of destination and no responsibility will be accepted by the company for any failure or delay on the part of the Buyer to make a claim on insurance where applicable.
• Unless otherwise stated in writing by MOTEMA, the Buyer shall be responsible for obtaining any import licenses and complying with all regulations governing the admission of the products into the country of destination and for payment of all customs duties, port dues and other charges.
• For the avoidance of doubt MOTEMA shall have no liability whatsoever on collection of the products by the Buyer or its agents.

6.3. Delivery times

• Periods of delivery specified on the order confirmation are approximate only and do not constitute an absolute deadline under any circumstances. However, MOTEMA undertakes to make every effort to respect the agreed delivery date and to inform the Buyer of any possible delay.
• If the Buyer has not yet fulfilled all of its obligations to MOTEMA, MOTEMA is entitled to postpone delivery. If a delivery period is exceeded because the Buyer has not given clear delivery instructions, or due to circumstances which are not attributable to MOTEMA, the delivery period will be extended accordingly by such period that the performance of the agreement is delayed or impeded.
• If MOTEMA is unable to deliver the products at the premises designated by the Buyer, for reasons beyond its control, then MOTEMA shall be entitled to place the products in storage until such time as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
• A delay in the delivery of products and/or services cannot give rise to compensation, or to the cancellation or modification of the order.
• Deliveries are only made according to availability and in the order in which orders are received. MOTEMA is authorized to make deliveries in whole or in part. Early or partial deliveries are permitted at all times. The Buyer is required to accept a delivery of this sort from MOTEMA. These General Terms and Conditions also apply to partial deliveries.

6.3. Acceptance

• Notwithstanding the arrangements to be made with regard to the carrier, complaints about apparent defects, missing items or the non-conformity of the products delivered with the order or the packing slip must be made to MOTEMA in writing, by registered letter with acknowledgement of receipt within a period of 5 days of the receipt of the products. 
• it is the sole responsibility of the Buyer, in the event of damage or missing items, to make all necessary observations and to confirm its reservations by extrajudicial act or by registered letter with acknowledgement of receipt.
• It will be up to the Buyer to provide any justification as to the reality of the defects or anomalies noted. He must give MOTEMA every facility to proceed with the observation of these defects and to remedy them. The Buyer will refrain from intervening himself or having a third party intervene for this purpose.
• Failure to comply with the aforementioned terms in paragraphs 44 to 47, the products will be considered accepted by the Buyer.

Article 7 – RETURNS

• The Buyer shall not return any products to MOTEMA without the MOTEMA’s prior written authorization.. In any event, products ordered and returned or refused by the Buyer will be invoiced normally. Any costs or damage caused to MOTEMA due to a return or refusal will be charged to the Buyer, unless the Buyer demonstrates that the products concerned were not in conformity with what had been contractually agreed and without prejudice to MOTEMA’s prior written agreement.
• No returns will be accepted after a period of 7 days following the delivery date.
• Returned products must be in the condition in which the supplier delivered them. In any event any such return shall be made at the sole risk and expense of the Buyer.

ARTICLE 8 – Retention Of Title

• In accordance with the provisions of article 1583 of the Belgian Civil Code, MOTEMA reserves ownership of the products sold until full payment of their price.
• The transfer of ownership of the products is suspended until full payment of their price by the Buyer, in principal and accessories, even when payment terms are granted.
• MOTEMA may exercise the rights it holds under the present retention of title clause, for any of its claims, on all of its products in the Buyer’s possession, the latter being conventionally presumed to be those unpaid. MOTEMA reserves the right to take back or claim its products in compensation for all its unpaid invoices, without prejudice to its right to cancel current and ongoing sales. 
• The present article does not prevent the risks of the products from being transferred to the Buyer upon delivery to the latter.
• In the event that MOTEMA wishes to exercise its ownership rights as referred to in this article 8, the Buyer hereby authorizes, now and in the future, unconditionally and irrevocably, MOTEMA or a third party or third parties designated by MOTEMA, to enter all of the premises where the products that belong to MOTEMA are located and to repossess them.
• All costs relating to exercise of the retention of title, including the costs of transport and storage, will be borne by the Buyer. The sum paid by the Buyer will remain definitively acquired by MOTEMA as fixed compensation, without prejudice to any other action that MOTEMA may be entitled to take against the Buyer.

ARTICLE 9 – LIABILITIES And Limitation

• MOTEMA can only be held liable for intentional damages or gross negligence (“zware fout”, “faute grave”). In any event, the amount of the damage may not exceed the purchase price indicated on the order form.
• Any liability action against MOTEMAmust be brought no later than one month after the delivery or after the date of the triggering event. Once this deadline has passed, any action will be considered null and void.
• It cannot be held liable when a defect or malfunction of the products is attributable to (i) improper installation or maintenance, (ii) misuse, (iii) neglect,  (iv) any use or application other than the ordinary intended one or (v) if the Buyer fails to report immediately any defect together with documentation and information relating to the occurrence of the defect.
• Unless otherwise specified by MOTEMA, further claims by the Buyer – irrespective of the legal grounds – shall be excluded. Thus, MOTEMA shall accept no liability for damage not directly occurring on the goods delivered; in particular, MOTEMA shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused).
• The aforementioned exclusion of liability shall not apply to damages resulting from loss of life, physical injury or damage to health and nor does it apply if the cause of damage is based on malicious intent, fraud or gross negligence or if a contractual obligation which is essential to the business relationship (cardinal obligation) was violated.
• The Buyer shall indemnify MOTEMA and hold it harmless against and in respect to any and all claims, damages, losses, costs, expenses, obligations, liabilities, actions, suits, including without limitation, interest and penalties, reasonable attorneys’ fees and costs and all amounts paid in settlement of any claim, action or suit that may be asserted against MOTEMA or that MOTEMA shall incur or suffer that arise out of, result from or relate to: (a) the non-fulfillment or breach of any obligation of the General Terms and Conditions ; (b) any claim of any nature whatsoever brought by any third party who may suffer damages of any sort as a direct or indirect result of the Buyer’s activities relating to or in connection with the Buyer’s use of the product.

ARTICLE 10 – FORCE MAJEURE

• The liability of each party will be released in the event that it becomes impossible to perform all or part of its obligations due to the occurrence of elements having the character of force majeure, as usually retained by jurisprudence.

In addition, the following are expressly considered to be cases of force majeure: total or partial strikes, internal or external to the company, lock-outs, severe weather conditions, epidemics, blockage of means of transport or supply, for any reason whatsoever, earthquake, fire, storm, flood, water damage, government or legal restrictions, total or partial blockage of energy sources, in particular oil, or means of telecommunication, the cause of which is beyond the control of the Parties.

• The party invoking force majeure shall notify the other party by registered letter with acknowledgement of receipt. The performance of the obligations of the party prevented from carrying out its obligation due to force majeure will then be postponed for a period equal to the duration of the suspension due to this cause. However, beyond a period of thirty (30) days of interruption due to force majeure, each party may choose to terminate the order/mission by registered letter with acknowledgement of receipt sent to the other party.

ARTICLE 11 – TERMINATION FOR CAUSE

• In case MOTEMA notices an action of the Buyer or lack of action by the Buyer that might, in MOTEMA’s reasonable opinion, breach these General Terms and Conditions, harm directly or indirectly a third party, might otherwise be objectionable or if a third party notifies MOTEMA of a possible harm, MOTEMA will contact the Buyer in order to remedy the breach or harm caused as soon as possible and in any event within 15 days.
• In extreme cases or in case the Buyer fails to timely remedy his breach or the harm caused, MOTEMA — at its sole discretion — may immediately and without notice, without intervention of the court (“de plein droit”), terminate any sales, supply and distribution contract concluded with the Buyer, without any other formality than sending the Buyer a registered letter with acknowledgement of receipt, without any indemnification, without prejudice for MOTEMA to claim compensation for the consequences of non-performance.
• Similarly, the contractual relationship between MOTEMA and its Buyer will cease immediately and automatically in the event of judicial liquidation or early dissolution of one of the parties.
• In case of non-compliance by the Buyer with its contractual obligations listed in Articles 12 and 14, the Buyer will be liable to indemnify MOTEMA and pay a contractual penalty in the amount of EUR 15,000.00 for every breach.
• On termination of an agreement for any reason, (i) the Buyer shall immediately pay to MOTEMA all of MOTEMA’s outstanding unpaid invoices and interest and, in respect of products supplied but for which no invoice has yet been submitted, MOTEMAshall submit an invoice, which shall be payable by the Buyer immediately on receipt and (ii) conditions which expressly or by implication have effect after termination shall continue in full force and effect.

ARTICLE 12 – PROTECTION OF PERSONAL DATa (GDPR)

• The information collected about the Buyer is subject to computer processing by MOTEMA, in its name and on its behalf, the said information being essential for processing orders. These information and personal data are also stored for security purposes, in order to comply with legal and regulatory obligations. They will be stored for as long as necessary for the execution of the services ordered and any guarantees that may apply after delivery.
• Access to personal data will be strictly limited to the employees of the data controller who are authorized to process them on account of their position. The information collected may possibly be communicated to third parties linked to the company by contract for the execution of subcontracted tasks, without the Buyer’s authorization being required.
• In accordance with Law of 30 July 2018 relating to the protection of individuals with regard to the processing of personal data and European Regulation No. 2016/.679, the Buyer has the right to access, rectify and erase data, a right to portability of data, concerning him/her, as well as the right to oppose the processing for legitimate reasons – rights that the Buyer may exercise by contacting the data controller at the postal or email address mentioned above, enclosing valid proof of his/her identity.
• In the event of a complaint, the Buyer may contact MOTEMA or the Data Protection Authority.

Article 13 – Confidentiality

• Any confidential information disclosed by MOTEMA to the Buyer, or one of its affiliated companies, may not be used or disclosed to a third party.  The obligations contained in this article will remain in force during and after the end of the Agreement, without any time limit.
• None of the documents from its catalogues, commercial documentation and website may be copied, reproduced, republished, downloaded, posted, transmitted or distributed in any way whatsoever. However, the Buyer may download a copy of the elements of the Website onto a computer for his  personal use and only for non-commercial purposes, provided that he does not modify the information contained therein and that he keeps intact all copyrights and other proprietary notices.
• Modification of these documents or their use for any other purpose constitutes an infringement of MOTEMA’s intellectual property rights.
• Any placement on a third party website of a simple link leading directly to the home page of MOTEMA’s website must be subject to prior and express authorization from MOTEMA. This will in no way constitute an implicit agreement of affiliation. On the other hand, any hypertext link to the website using the framing or in-line linking technique is strictly forbidden. In all cases, any link must be removed on simple request of MOTEMA.

ARTICLE 14 – GENERAL PROVISIONS

14.1. Independence of clause

• If any of the clauses of these General Terms and Conditions should be declared null and void or inapplicable for any reason whatsoever, the other clauses shall nevertheless remain in force and the parties shall come together to decide, in good faith, on the necessary amendments, so that each of them is in an economic situation comparable to that which would have resulted from the application of the null and void clause.

14.2. Waiver

• The fact that MOTEMA does not, at any given time, avail itself of any of the clauses herein does not constitute waiver of availing itself of the same clauses at a later date.

14.3. Assignment

• MOTEMA reserves the right, subject to prior information of the Co-contractor, to transfer its rights to one of the existing or future related companies of MOTEMA.

ARTICLE 15 – JURISDICTION AND APPLICABLE LAW

• The present General Terms and Conditions are subject to Belgian substantive law, to the exclusion of the Vienna Convention or the provisions of private international law which would make a reference to another system of substantive law.

• The competent court will be the commercial court of the registered office of MOTEMA, notwithstanding the plurality of defendants, or appeal in warranty, and this even for emergency or conservatory procedures, notably by way of summary proceedings or judicial request, unless otherwise provided or expressly agreed by the parties, notably on arbitration, where applicable.MOTEMA